8-KShareholder MattersCorporate ChangesOther Events+1

JPMORGAN CHASE & CO 8-K Report, Rights Modification (Aug 27, 2012)

Filed August 27, 2012For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. (JPM) filed an 8-K on August 27, 2012, to report the completion of an offering and sale of its 5.50% Non-Cumulative Preferred Stock, Series O. A total of 125,750 shares of Series O Preferred Stock were issued, represented by 50,300,000 depositary shares. This offering was conducted under the company's effective Registration Statement on Form S-3 and involved an underwriting agreement with J.P. Morgan Securities LLC and other underwriters. The filing also details the establishment of the Series O Preferred Stock through a Certificate of Designation, which outlines its rights, preferences, privileges, restrictions, and limitations. Importantly, the terms of this preferred stock include provisions that can restrict the company's ability to pay dividends or make distributions on its common stock or junior preferred stock if dividends on the Series O Preferred Stock are not declared. Investors should note the non-cumulative nature of the dividends and the liquidation preference of $10,000 per share.

Key Highlights

  • 1JPMorgan Chase & Co. completed the issuance and sale of 125,750 shares of 5.50% Non-Cumulative Preferred Stock, Series O.
  • 2These preferred shares were represented by 50,300,000 depositary shares, with each depositary share representing 1/400th of a Series O preferred share.
  • 3The offering was made pursuant to the company's Registration Statement on Form S-3 (File No. 333-169900).
  • 4The Certificate of Designation, filed with the Delaware Secretary of State, formally established the rights and terms of the Series O Preferred Stock.
  • 5A key feature of the Series O Preferred Stock is its non-cumulative dividend feature.
  • 6The terms include a provision that restricts dividend payments on common stock or junior preferred stock if dividends on the Series O Preferred Stock are not declared for the relevant dividend period.
  • 7The liquidation preference for the Series O Preferred Stock is $10,000 per share.

Frequently Asked Questions

This 8-K filing by JPMorgan Chase & Co. (JPM) on August 27, 2012, reports the completion of the issuance and sale of its 5.50% Non-Cumulative Preferred Stock, Series O.

The Series O Preferred Stock has a dividend rate of 5.50% and is non-cumulative. It has a liquidation preference of $10,000 per share. Importantly, it includes a dividend restriction clause that can limit the payment of dividends on common stock or junior preferred stock if dividends on this Series O Preferred Stock are not declared.

The Series O Preferred Stock was issued as depositary shares, with each depositary share representing a fraction (1/400th) of a preferred share. These were offered and sold through an underwriting agreement and were registered under the company's Form S-3.

Yes, the terms of the Series O Preferred Stock include a provision that restricts JPM's ability to pay dividends, make distributions, or redeem its common stock or any parity or junior preferred stock if it fails to declare dividends on the Series O Preferred Stock for the most recently completed dividend period. This is a standard feature for preferred stock designed to protect the rights of preferred shareholders.