Summary
JPMorgan Chase & Co. (JPM) filed an 8-K on February 5, 2013, to report the completion of an offering and sale of 5.45% Non-Cumulative Preferred Stock, Series P. This issuance involved 90,000 shares, represented by 36,000,000 depositary shares, with each depositary share representing 1/400th of a preferred stock share. The preferred stock carries a liquidation preference of $10,000 per share. This filing establishes the formal terms and conditions of this new preferred stock series, including restrictions on the company's ability to pay dividends or make distributions on its common stock or junior preferred stock if dividends on the Series P Preferred Stock are not declared or paid. Investors should note that the underwriters have an option to purchase an additional 3,100,000 depositary shares, indicating potential for further capital raising. The filing details the establishment of the Certificate of Designations with the Delaware Secretary of State, which legally defines the rights and preferences of this new security. This action is part of JPM's ongoing capital management strategy, and the terms of the preferred stock are crucial for understanding its place in the company's capital structure and potential impact on common shareholders.
Key Highlights
- 1Completion of issuance and sale of 5.45% Non-Cumulative Preferred Stock, Series P.
- 290,000 preferred shares issued, representing 36,000,000 depositary shares.
- 3Each depositary share represents 1/400th of a Series P Preferred Stock share.
- 4Series P Preferred Stock has a liquidation preference of $10,000 per share.
- 5Underwriters have an option to purchase up to an additional 3,100,000 depositary shares.
- 6Filing establishes the Certificate of Designations, outlining rights and preferences of the new preferred stock.
- 7Dividends on common stock and junior preferred stock are restricted if Series P dividends are not paid.