8-KShareholder MattersCorporate ChangesOther Events+1

MORGAN STANLEY 8-K Report, Rights Modification (Aug 2, 2022)

Filed August 2, 2022For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

Morgan Stanley filed an 8-K report on August 2, 2022, detailing the establishment and issuance of its 6.500% Non-Cumulative Preferred Stock, Series P. This new series of preferred stock carries a liquidation preference of $25,000 per share. The filing indicates that the issuance of this Series P Preferred Stock imposes certain restrictions on Morgan Stanley's ability to declare or pay dividends, or to purchase or redeem, its 'junior stock,' which includes common stock, should the company fail to make full dividend payments on the Series P Preferred Stock.

Key Highlights

  • 1Morgan Stanley established and issued 6.500% Non-Cumulative Preferred Stock, Series P.
  • 2The Series P Preferred Stock has a liquidation preference of $25,000 per share.
  • 3Issuance of Series P Preferred Stock restricts dividends and purchases of 'junior stock' (including common stock) if preferred dividends are not paid.
  • 4The filing is related to the offering and sale of depositary shares representing interests in the Series P Preferred Stock.
  • 5This action was taken through a Certificate of Designation filed with the Delaware Secretary of State.
  • 6The company is offering depositary shares, which represent ownership interests in the preferred stock, under a Form S-3 Registration Statement.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about the establishment and terms of Morgan Stanley's new 6.500% Non-Cumulative Preferred Stock, Series P, and the associated restrictions on junior stock dividends and repurchases.

If Morgan Stanley fails to declare and pay full dividends on its Series P Preferred Stock, its ability to declare dividends on, or purchase/redeem, its junior stock, including common stock, will be restricted. This means common stockholders may not receive dividends or have their shares bought back by the company if the preferred dividends are not met.

The Series P Preferred Stock has a dividend rate of 6.500% and a liquidation preference of $25,000 per share.

The filing indicates that this is in connection with the offering and issuance of depositary shares representing interests in the Series P Preferred Stock under a Registration Statement on Form S-3, suggesting it's part of a capital-raising activity.