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.