Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Nyse  >  Bank of America    BAC

BANK OF AMERICA

(BAC)
  Report  
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
News SummaryMost relevantAll newsOfficial PublicationsSector newsMarketScreener StrategiesAnalyst Recommendations

BANK OF AMERICA CORP /DE/ : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

share with twitter share with LinkedIn share with facebook
share via e-mail
0
06/25/2019 | 04:24pm EDT

ITEM 3.03. Material Modification to Rights of Security Holders.

On June 25, 2019, Bank of America Corporation (the "Corporation") issued 55,900 shares of Series KK Preferred Stock (as defined in Item 5.03 below).

Under the terms of the Series KK Preferred Stock, the ability of the Corporation to declare or pay dividends on, declare or make distributions with respect to, or repurchase, redeem or otherwise acquire for consideration, shares of its common stock or any preferred stock ranking on a parity with or junior to the Series KK Preferred Stock, will be subject to certain restrictions in the event that the Corporation fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series KK Preferred Stock. The restrictions are set forth in the Certificate of Designations described in Item 5.03 below.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year.


On June 25, 2019, the Corporation filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware to amend its Amended and Restated Certificate of Incorporation. The Certificate of Designations fixes the designations, preferences, limitations and relative rights of the Corporation's 5.375% Non-Cumulative Preferred Stock, Series KK, $0.01 par value per share (the "Series KK Preferred Stock"). The Series KK Preferred Stock has a liquidation preference of $25,000 per share. The Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

ITEM 8.01. Other Events.

On June 25, 2019, the Corporation sold 55,900,000 Depositary Shares (the "Depositary Shares"), each representing a 1/1,000th interest in a share of the Series KK Preferred Stock. The terms of the offering of the Depositary Shares are described in the Corporation's Prospectus dated June 29, 2018, constituting a part of the Registration Statement on Form S-3 (Registration No. 333-224523), as supplemented by a Prospectus Supplement dated June 18, 2019. Additional exhibits are filed herewith in connection with the offering, issuance and sale of the Depositary Shares.




                                       2

--------------------------------------------------------------------------------

ITEM 9.01. Financial Statements and Exhibits.




(d) Exhibits.

The following exhibits are filed herewith:



Exhibit
  No.                                Description of Exhibit

1.1            Underwriting Agreement, dated June  18, 2019 with respect to the
             offering of 55,900,000 Depositary Shares, each representing a
             1/1,000th interest in a share of Series KK Preferred Stock

3.1            Certificate of Designations for the Series KK Preferred Stock,
             incorporated by reference to Exhibit 3.1 of the Corporation's
             Registration Statement on Form 8-A, filed on June 25, 2019

4.1            Deposit Agreement related to the Depositary Shares, dated June  24,
             2019, among the Corporation, Computershare Inc., Computershare Trust
             Company, N.A. and the Holders from time to time of the Depositary
             Receipts, incorporated by reference to Exhibit 4.1 of the
             Corporation's Registration Statement on Form 8-A, filed on June 25,
             2019

4.2            Form of Depositary Receipt for the Depositary Shares (included in
             Exhibit 4.1)

5.1            Opinion of McGuireWoods LLP, regarding legality of the Series KK
             Preferred Stock and the Depositary Shares

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

share with twitter share with LinkedIn share with facebook
share via e-mail
0
Latest news on BANK OF AMERICA
04:12aBANK OF AMERICA : South Korea bourse fines BofA Merrill Lynch over irregular tra..
RE
12:48aIndonesia central bank seen starting to cut rates before Fed moves - Reuters ..
RE
07/15Citigroup profit beats estimates on gains in consumer lending
RE
07/15BANK OF AMERICA : Names Livingston Albritten Memphis Market President
PU
07/15BANK OF AMERICA : An amendment to a SC 13D filing
PU
07/15MARKET SNAPSHOT: Should Investors Prepare For A 'shock And Awe' Campaign From..
DJ
07/15BANK OF AMERICA : 10-d
PU
07/15BANK OF AMERICA : Is Top U.S. Issuer of Visa® and Mastercard® Commercial Solutio..
PU
07/15BANK OF AMERICA : Fwp
PU
07/15Bank Results To Preview Rate Impact -- WSJ
DJ
More news