seven-year treasury rate as of the most recent reset dividend determination date plus 4.045% for each reset period on the liquidation preference of $100,000 per share, payable quarterly, in arrears, on the fifteenth day of each January, April, July and October, commencing on January 15, 2028. “Reset dividend determination date” means, in respect of any reset period, the day falling three business days prior to the beginning of such reset period. “Reset period” means the period from and including October 15, 2027 to, but excluding, the next following reset date and thereafter each period from and including each reset date to, but excluding, the next following reset date. “Reset date” means October 15, 2027 and each date falling on the seventh anniversary of the preceding reset date, in each case, regardless of whether such day is a business day.
In the event that the Corporation voluntarily or involuntarily liquidates, dissolves or winds up, the holders of the Series G Preferred Stock at the time outstanding will be entitled to receive liquidating distributions in the amount of $100,000 per share of the Series G Preferred Stock (equivalent to $1,000 per Depositary Share), plus an amount equal to any authorized and declared but unpaid dividends thereon to and including the date of such liquidation, without accumulation of any undeclared dividends, out of assets legally available for distribution to the Corporation’s stockholders, before any distribution of assets is made to the holders of the Corporation’s common stock or any other junior securities. After payment of the full amount of such liquidating distributions, the holders of the Series G Preferred Stock will not be entitled to any further participation in any distribution of assets by the Corporation, and will have no right or claim to any of the Corporation’s remaining assets. In the event that the Corporation’s assets available for distribution to stockholders upon any liquidation, dissolution or winding-up of the Corporation’s affairs, whether voluntary or involuntary, are insufficient to pay in full the amounts payable with respect to all outstanding shares of the Series G Preferred Stock and the corresponding amounts payable on any parity securities, the holders of the Series G Preferred Stock and the holders of such other parity securities will share ratably in any distribution of the Corporation’s assets in proportion to the full respective liquidating distributions to which they would otherwise be respectively entitled.
The Series G Preferred Stock does not have a maturity date, and the Corporation is not required to redeem the Series G Preferred Stock. Accordingly, the Series G Preferred Stock and the Depositary Shares will remain outstanding indefinitely, unless and until the Corporation decides to redeem it pursuant to the terms of the Articles Supplementary. The Corporation may redeem the Series G Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after October 15, 2027 or (ii) in whole but not in part, within 90 days following a Regulatory Capital Treatment Event (as defined in the Articles Supplementary), at a redemption price equal to $100,000 per share (equivalent to $1,000 per Depositary Share), plus any authorized, declared and unpaid dividends in any prior dividend period and, solely in the case of a redemption following a Regulatory Capital Treatment Event, the pro-rated portion of unpaid dividends, whether or not declared, for the dividend period in which such redemption occurs. If the Corporation redeems the Series G Preferred Stock, the Depositary (as defined below) will redeem a proportional number of Depositary Shares. Neither the holders of Series G Preferred Stock nor holders of Depositary Shares will have the right to require the redemption or repurchase of the Series G Preferred Stock. Any redemption of the Series G Preferred Stock is subject to the Corporation’s receipt of any required prior approval by the Board of Governors of the Federal Reserve System or other successor regulatory authority (the “Federal Reserve”) and to the satisfaction of any conditions set forth in the capital guidelines or regulations of the Federal Reserve applicable to redemption of the Series G Preferred Stock.
Holders of the Series G Preferred Stock will have no voting rights, except with respect to certain fundamental changes in the terms of the Series G Preferred Stock and certain other matters. In addition, if dividends on the Series G Preferred Stock are not paid in full for at least six quarterly dividend periods or their equivalent, whether or not consecutive, the holders of the Series G Preferred Stock, acting as a single class with any other parity securities having similar voting rights that are then exercisable, will have the right to elect two directors to the Corporation’s board of directors. The terms of office of these directors will end when the Corporation has paid or set aside for payment full dividends for at least one year’s worth of dividend periods on the Series G Preferred Stock and any non-cumulative parity securities and all dividends on any cumulative parity securities have been paid in full.
The foregoing description of the terms of the Series G Preferred Stock is qualified in its entirety by reference to the full text of the Articles Supplementary, which are included as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.
On August 10, 2020, the Corporation closed the public offering of 500,000 Depositary Shares pursuant to the Underwriting Agreement. The Depositary Shares and the Series G Preferred Stock have been registered under the Securities
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