Business Context and Reporting Period
This Form 8-K Current Report was filed by American Express Company on November 5, 2014, with the earliest event reported on that date. The filing primarily addresses the issuance of Series B Preferred Shares and the associated amendments to the Company's Restated Certificate of Incorporation.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or debt levels. The financial details provided are specific to the capital structure of the new preferred share issuance:
- Shares Issued: 750 Series B Preferred Shares.
- Depositary Shares: 750,000 Depositary Shares (each representing a 1/1,000th interest in a Preferred Share).
- Dividend Rate: 5.200% Fixed Rate / Floating Rate Non-Cumulative Perpetual.
- Par Value: $1.66 2/3 per share.
- Liquidation Preference: $1,000,000 per share.
Material Changes
The Company executed a material modification to the rights of security holders through the following actions:
- Amendment to Charter: On November 7, 2014, the Company filed a Certificate of Amendment with the New York Secretary of State to establish the designations, preferences, and rights of the Series B Preferred Shares.
- Dividend Restrictions: The issuance imposes restrictions on the Company's ability to declare or pay dividends on, or redeem, purchase, acquire, or make liquidation payments relating to its common stock if the Company fails to declare and pay full dividends on the Series B Preferred Shares.
- Closing of Sale: The sale of the Depositary Shares closed on November 10, 2014, pursuant to an underwriting agreement dated November 5, 2014.
Guidance, Outlook, and Risks
The filing does not contain management commentary on future business outlook, revenue guidance, or general risk factors. The primary contingency noted is the conditional restriction on common stock dividends and distributions, which is triggered only if the Company fails to pay full dividends on the Series B Preferred Shares.
Investor Verification Checklist
- Verify the terms of the 5.200% Fixed Rate / Floating Rate Non-Cumulative Perpetual Preferred Shares, Series B, as detailed in the attached Certificate of Amendment (Exhibit 3.1).
- Review the Underwriting Agreement (Exhibit 1.1) to confirm the underwriters and specific terms of the offering.
- Confirm the impact of the new preferred shares on the Company's ability to pay common stock dividends under the "non-cumulative" and dividend restriction clauses.
- Check the Deposit Agreement (Exhibit 4.1) for details regarding Computershare Inc. and Computershare Trust Company, N.A. as depositaries.