8-KShareholder MattersCorporate ChangesOther Events+1

MORGAN STANLEY 8-K Report, Rights Modification (Sep 30, 2013)

Filed September 30, 2013For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

Morgan Stanley (MS) filed an 8-K report on September 29, 2013, detailing the establishment and terms of its Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E, effective September 27, 2013, with issuance anticipated on September 30, 2013. This new series of preferred stock carries a liquidation preference of $25,000 per share and introduces specific restrictions on the company's ability to pay dividends or acquire its "junior stock," which includes common stock, if it fails to declare and pay full dividends on the Series E Preferred Stock. This filing is significant for common stockholders as it explicitly outlines a potential constraint on future dividend payments or share repurchases if the company does not meet its obligations to the Series E Preferred Stockholders. Investors should note that the terms of this new preferred stock, including its fixed-to-floating rate and non-cumulative nature, as well as the associated restrictions, are detailed in the Certificate of Designation filed with this report. The filing also includes related exhibits concerning the depositary shares representing interests in the Series E Preferred Stock.

Key Highlights

  • 1Morgan Stanley established Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E, with a $25,000 liquidation preference per share.
  • 2The issuance of Series E Preferred Stock introduces restrictions on dividends and acquisitions of 'junior stock,' including common stock, if Series E dividends are not paid in full.
  • 3These restrictions are detailed in the filed Certificate of Designation, establishing the terms and rights of the Series E Preferred Stock.
  • 4The filing is related to the offering and issuance of depositary shares representing interests in the Series E Preferred Stock.
  • 5Key exhibits include the Certificate of Designation, forms of certificates, and deposit agreements related to the Series E Preferred Stock.
  • 6The Series E Preferred Stock is non-cumulative, meaning missed dividends are not paid out in the future.

Frequently Asked Questions

This 8-K filing announces the establishment and terms of Morgan Stanley's new Series E Preferred Stock and the associated restrictions on the company's ability to pay dividends or acquire its junior stock, including common stock, if Series E dividends are not met.

The Series E Preferred Stock introduces restrictions that can limit Morgan Stanley's ability to declare or pay dividends, or purchase, redeem, or otherwise acquire its junior stock (which includes common stock). These restrictions are triggered if Morgan Stanley fails to declare and pay full dividends on the Series E Preferred Stock. This could impact the timing and amount of dividends or share repurchases available to common stockholders.

The Series E Preferred Stock is a Fixed-to-Floating Rate Non-Cumulative Preferred Stock with a liquidation preference of $25,000 per share. It is non-cumulative, meaning that if dividends are missed, they are not accumulated and paid later.

The detailed terms are outlined in the Certificate of Designation filed as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K. These documents are incorporated by reference and provide the specific rights and restrictions associated with the Series E Preferred Stock.