Summary
JPMorgan Chase & Co. (JPM) filed an 8-K on July 29, 2013, to report the completion of an offering and the establishment of a new series of preferred stock. The company issued 150,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, which are represented by 1,500,000 depositary shares. This issuance was conducted under the company's existing Form S-3 registration statement. The key details of this filing revolve around the creation and issuance of Series R Preferred Stock. This new class of stock carries specific rights and restrictions, notably affecting the company's ability to pay dividends or make distributions on its common stock and junior preferred stock if dividends on the Series R Preferred Stock are not declared. Investors should note the structure of the preferred stock, its dividend payment terms (fixed-to-floating, non-cumulative), and the associated liquidation preference of $10,000 per share.
Key Highlights
- 1JPM completed the issuance and sale of 150,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R.
- 2The Series R Preferred Stock is represented by 1,500,000 depositary shares, with each depositary share representing one-tenth of a share of preferred stock.
- 3The company established the terms and rights of the Series R Preferred Stock by filing a Certificate of Designations with the Delaware Secretary of State.
- 4A key feature of the Series R Preferred Stock is that it imposes restrictions on the payment of dividends or distributions on common stock and junior preferred stock if dividends on the Series R Preferred Stock are not declared for the most recent dividend period.
- 5The Series R Preferred Stock has a liquidation preference of $10,000 per share.
- 6The offering was made pursuant to the company's existing Form S-3 registration statement (File No. 333-169900).
- 7The filing includes exhibits detailing the Certificate of Designations, the Deposit Agreement, and legal opinions regarding the issuance.