8-KShareholder MattersCorporate ChangesOther Events+1

MORGAN STANLEY 8-K Report, Rights Modification (Jul 30, 2024)

Filed July 30, 2024For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

Morgan Stanley (MS) has filed an 8-K report detailing the establishment and terms of its 6.625% Non-Cumulative Preferred Stock, Series Q. This new series of preferred stock, with a liquidation preference of $25,000 per share, was officially designated on July 29, 2024, and its issuance on July 30, 2024, introduces specific restrictions. Investors should note that the issuance of this Series Q Preferred Stock imposes limitations on Morgan Stanley's ability to declare or pay dividends on, or repurchase, its "junior stock," which includes common stock. These restrictions are triggered if the company fails to declare and pay full dividends on the Series Q Preferred Stock. This filing also references related exhibits concerning the depositary shares representing interests in this new preferred stock offering.

Key Highlights

  • 1Morgan Stanley established its 6.625% Non-Cumulative Preferred Stock, Series Q.
  • 2The Series Q Preferred Stock has a liquidation preference of $25,000 per share.
  • 3A Certificate of Designation for the Series Q Preferred Stock was filed with the Secretary of State of Delaware.
  • 4The issuance of Series Q Preferred Stock imposes restrictions on dividends and acquisitions related to Morgan Stanley's junior stock, including common stock.
  • 5These restrictions activate if full dividends on the Series Q Preferred Stock are not paid.
  • 6The filing also includes exhibits related to depositary shares representing interests in the Series Q Preferred Stock.
  • 7The event date for this report was July 28, 2024, with the filing on July 29, 2024.

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 6.625% Non-Cumulative Preferred Stock, Series Q, and the associated implications for its capital structure and shareholder distributions.

The issuance of the Series Q Preferred Stock introduces restrictions on Morgan Stanley's ability to pay dividends or acquire its junior stock (which includes common stock) if it fails to pay full dividends on the Series Q Preferred Stock. This means common stockholders' ability to receive dividends or distributions could be limited under certain circumstances.

The Series Q Preferred Stock has a dividend rate of 6.625% and a liquidation preference of $25,000 per share.

While this filing primarily concerns the terms of the new preferred stock and its impact on dividend payments, it also signifies a capital-raising activity. Investors interested in the specific offering details of the depositary shares representing interests in this preferred stock should refer to the referenced Registration Statement on Form S-3 and its associated exhibits.