Summary
JPMorgan Chase & Co. (JPM) filed an 8-K on January 23, 2020, reporting the completion of the issuance and sale of 300,000 shares of its Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH. These shares were deposited against delivery of 3,000,000 depositary shares, each representing a one-tenth interest. This issuance establishes a new class of preferred stock with specific dividend rights and liquidation preferences. The terms of the Series HH Preferred Stock introduce restrictions on the company's ability to pay dividends or make distributions on its common stock and junior preferred stock if dividends on the Series HH Preferred Stock are not declared or paid. Investors should note that the details of these rights, preferences, and restrictions are outlined in the Certificate of Designations, which has been filed with the Delaware Secretary of State and incorporated by reference in this filing. The issuance was made pursuant to a Registration Statement on Form S-3 and an Underwriting Agreement.
Key Highlights
- 1JPM announced the successful issuance and sale of 300,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH.
- 23,000,000 depositary shares, each representing a 1/10th interest in the Series HH Preferred Stock, were issued.
- 3The Series HH Preferred Stock carries a liquidation preference of $10,000 per share.
- 4Dividend payments on common stock and junior preferred stock are restricted if dividends on Series HH Preferred Stock are not paid for the most recent dividend period.
- 5The Certificate of Designations, detailing the rights and restrictions of Series HH Preferred Stock, was filed with the Delaware Secretary of State.
- 6The offering was made under JPM's effective Registration Statement on Form S-3.
- 7The issuance was completed pursuant to an Underwriting Agreement with J.P. Morgan Securities LLC and other underwriters.