Item 3.03. Material Modifications to Rights of Security Holders
On April 25, 2019, KeyCorp (the “Company”) filed a Certificate of Amendment to its Second Amended and Restated Articles of Incorporation, as amended (the “Amendment”) with the Secretary of State of the State of Ohio, establishing and fixing the rights and preferences of its Fixed Rate PerpetualNon-Cumulative Preferred Stock, Series G, par value $1.00 per share and a liquidation preference of $1,000 per share (the “Preferred Stock”). A copy of the Amendment is filed as Exhibit 4.1 to this Current Report on Form8-K, and is incorporated herein by reference.
With respect to the payment of dividends and amounts upon the Company’s liquidation, the Preferred Stock will rank equally with all of the Company’s Parity Stock (as such term is defined in the Amendment) and senior to the Company’s common shares. Upon the Company’s voluntary or involuntary liquidation, dissolution orwinding-up, holders of the Preferred Stock are entitled to receive out of the Company’s assets that are legally available for distribution to shareholders of the Company, before any distribution is made to holders of our common shares or other equity securities ranking junior to the Preferred Stock, a liquidation distribution in the amount of $1,000 per share, plus any declared and unpaid dividends, without regard to any undeclared dividends. Distribution will be made only to the extent the Company’s assets that are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities of the Company ranking senior to the Preferred Stock and pro rata as to any other shares of the Company’s capital stock ranking equally as to such distribution, if any.
On September 15, 2024, or any dividend payment date thereafter, the Preferred Stock may be redeemed at the Company’s option, in whole or in part, at a redemption price equal to $1,000 per share (equivalent to $25 per Depositary Share (as such term is defined below)) plus any declared and unpaid dividends, without regard to any undeclared dividends.
The Company may also redeem the Preferred Stock at its option in whole, but not in part, at any time within 90 days after the occurrence of a “regulatory capital treatment event,” defined in the Amendment, at a redemption price equal to $1,000 per share (equivalent to $25 per Depositary Share) plus any declared and unpaid dividends, without regard to any undeclared dividends. Neither the holders of Preferred Stock nor holders of Depositary Shares will have the right to require the redemption or repurchase of the Preferred Stock and should have no expectation that the Company will redeem the Preferred Stock.
The foregoing is a summary and is not complete. The full terms of the Preferred Stock are set forth in the Amendment, filed as Exhibit 4.1 hereto and incorporated herein by reference. The terms of the depositary shares, each representing a 1/40th ownership interest in a share of the Preferred Stock (the “Depositary Shares”), are set forth in the Deposit Agreement, dated April 29, 2019, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as Depositary, and the holders from time to time of the depositary receipts described therein (the “Deposit Agreement”). A copy of the Deposit Agreement is filed as Exhibit 4.3 to this Current Report on Form8-K, and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 25, 2019, the Company filed the Amendment in order to amend its Second Amended and Restated Articles of Incorporation, as amended, for the purpose of establishing and fixing the rights and preferences of its Preferred Stock. A copy of the Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference. Additionally, the information included or incorporated by reference in Item 3.03 of this Current Report on Form8-K is incorporated by reference into this Item 5.03 of this Current Report on Form8-K.
Item 8.01. Other Events.
On April 29, 2019, the Company closed the sale of 18,000,000 Depositary Shares, which were registered pursuant to a registration statement on FormS-3 (SEC FileNo. 333-218629) which was automatically effective on June 9, 2017 (the “Registration Statement”). The following documents are being filed with this Current Report on Form8-K and shall be incorporated by reference into the Registration Statement: (i) Underwriting Agreement, dated April 22, 2019, between the Company and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters identified in Schedule II thereto; (ii) Certificate of Amendment of the
