8-KShareholder MattersCorporate ChangesOther Events+1

JPMORGAN CHASE & CO 8-K Report, Rights Modification (Jan 24, 2019)

Filed January 24, 2019For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. (JPM) filed an 8-K on January 24, 2019, to report the completion of its issuance and sale of 185,000 shares of 6.00% Non-Cumulative Preferred Stock, Series EE. These shares were deposited against the delivery of 74,000,000 depositary shares, with each depositary share representing 1/400th of a Series EE preferred share. 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 EE Preferred Stock through a Certificate of Designations, which outlines its specific rights, preferences, and restrictions. Notably, the terms include 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 EE Preferred Stock are not declared for a full dividend period. This issuance represents a financing activity aimed at strengthening capital or funding operations.

Key Highlights

  • 1JPM completed the issuance of 185,000 shares of 6.00% Non-Cumulative Preferred Stock, Series EE.
  • 274,000,000 depositary shares were issued, each representing 1/400th of a Series EE preferred share.
  • 3The Series EE Preferred Stock has a liquidation preference of $10,000 per share.
  • 4Dividends on the Series EE Preferred Stock are non-cumulative.
  • 5Restrictions on JPM's ability to pay common stock or junior preferred stock dividends are in place if Series EE dividends are missed.
  • 6The offering was made under a Form S-3 registration statement and an underwriting agreement dated January 16, 2019.
  • 7Key legal documents, including the Certificate of Designations and Deposit Agreement, have been filed as exhibits.

Frequently Asked Questions

This 8-K filing reports on the completion of JPMorgan Chase & Co.'s issuance and sale of 185,000 shares of its 6.00% Non-Cumulative Preferred Stock, Series EE, and the related 74,000,000 depositary shares.

The Series EE Preferred Stock has a 6.00% non-cumulative dividend rate, a liquidation preference of $10,000 per share, and its terms are established in a Certificate of Designations. Crucially, it imposes restrictions on the payment of dividends on JPM's common stock or any junior preferred stock if JPM fails to declare dividends on the Series EE Preferred Stock for a given period.

Investors are holding depositary shares, evidenced by depositary receipts. Each depositary share represents 1/400th of a Series EE Preferred Stock share. This structure is managed by Computershare Inc. as the depositary.

Potentially. The terms of the Series EE Preferred Stock include restrictions that could impact JPM's ability to declare or pay dividends on its common stock if it fails to pay the full dividend on the Series EE Preferred Stock for the most recently completed dividend period.