Summary
JPMorgan Chase & Co. (JPM) filed an 8-K on February 12, 2015, to report on the issuance and sale of its 6.125% Non-Cumulative Preferred Stock, Series Y. This filing details the establishment of the rights and preferences of this new preferred stock series through a Certificate of Designations, which was filed with the Delaware Secretary of State on February 11, 2015. The Series Y Preferred Stock has a liquidation preference of $10,000 per share and is represented by Depositary Shares, with each Depositary Share representing 1/400th of a share of Series Y Preferred Stock. This issuance effectively adds a new layer of capital to JPM's balance sheet. The terms of the Series Y Preferred Stock include provisions that can restrict the payment of dividends or distributions on common stock and junior or parity preferred stock if dividends on the Series Y Preferred Stock are not declared for the most recent dividend period. Investors should note the non-cumulative nature of the dividends, meaning missed dividend payments are not made up in the future. This filing primarily serves as a disclosure of the terms and completion of this preferred stock offering.
Key Highlights
- 1JPMorgan Chase & Co. completed the issuance and sale of 143,000 shares of its 6.125% Non-Cumulative Preferred Stock, Series Y.
- 2The Series Y Preferred Stock has a liquidation preference of $10,000 per share.
- 3The issuance is represented by 57,200,000 Depositary Shares, with each Depositary Share representing 1/400th of a Series Y Preferred Stock share.
- 4The Certificate of Designations, establishing the stock's rights and preferences, was filed on February 11, 2015.
- 5Dividends on the Series Y Preferred Stock are non-cumulative.
- 6Restrictions on distributions to common stock and junior/parity preferred stock can be imposed if Series Y dividends are not declared.
- 7The offering was conducted under a registration statement and involved underwriting agreements with J.P. Morgan Securities LLC.