Summary
JPMorgan Chase & Co. (JPM) filed an 8-K on September 20, 2018, reporting the issuance of its 5.75% Non-Cumulative Preferred Stock, Series DD. This issuance involved 169,625 shares of preferred stock, representing 67,850,000 depositary shares. Each depositary share represents 1/400th of a preferred share, with a liquidation preference of $10,000 per preferred share. The filing details the establishment of the terms and rights of this new preferred stock series through a Certificate of Designations, which was effective upon filing with the Secretary of State of Delaware. Investors should note that the terms of the Series DD Preferred Stock impose certain restrictions on the company's ability to pay dividends or make distributions on its common stock or other junior preferred stock if dividends on the Series DD Preferred Stock are not declared or paid. This filing signals a capital-raising activity by JPM, providing additional detail on the structure and terms of this new preferred equity offering.
Key Highlights
- 1JPM issued 169,625 shares of 5.75% Non-Cumulative Preferred Stock, Series DD.
- 2The issuance resulted in 67,850,000 depositary shares, with each depositary share representing 1/400th of a Series DD Preferred Stock share.
- 3Each Series DD Preferred Stock share has a liquidation preference of $10,000.
- 4The Certificate of Designations, establishing the rights and preferences of Series DD Preferred Stock, was filed with Delaware on September 20, 2018.
- 5Dividend payments and distributions on JPM's common stock or junior preferred stock are subject to restrictions if dividends on Series DD Preferred Stock are not declared or paid.
- 6The issuance was completed on September 21, 2018, pursuant to an Underwriting Agreement and JPM's existing Form S-3 registration statement.
- 7The filing includes various exhibits detailing the terms of the preferred stock, deposit agreement, and legal opinions.