Popular Amends Certain Terms of its Exchange Offer and Extends Expiration Date
August 07 2009 - 8:36AM
PR Newswire (US)
SAN JUAN, Puerto Rico, Aug. 7 /PRNewswire-FirstCall/ -- Popular,
Inc. (the "Corporation") (NASDAQ:BPOP) today announced that it has
amended certain terms of and extended the expiration date for its
offer to issue up to 390 million shares of its Common Stock in
exchange for its Series A Preferred Stock and Series B Preferred
Stock and for the Trust Preferred Securities referred to below (the
"Exchange Offer"). The expiration date for the Exchange Offer has
been extended until 11:59 p.m., New York City time, on August 20,
2009, unless the Corporation further extends the Exchange Offer or
terminates it prior to such date. The Corporation has also
increased the Per Security Exchange Values for the Trust Preferred
Securities to the amounts referred to in the table below. The Per
Share Exchange Values for the Series A Preferred Stock and Series B
Preferred Stock are unchanged and remain at $20 per share and the
Minimum Share Price remains at $2.50 for all the exchanged
securities. In connection with the Exchange Offer, for each share
of Series A Preferred Stock, share of Series B Preferred Stock or
Trust Preferred Security accepted in accordance with the terms of
the Exchange Offer, the Corporation will issue a number of shares
of its Common Stock equal to the Exchange Value, set forth in the
table below (as revised for the Trust Preferred Securities),
divided by the "Relevant Price". The "Relevant Price" will be equal
to the greater of (1) the average Volume Weighted Average Price, or
"VWAP," of a share of the Corporation's Common Stock during the
five-trading day period ending on the second business day
immediately preceding the expiration date of the Exchange Offer
(which we currently expect to be August 18, 2009, unless the
Exchange Offer is extended further), determined as described in the
prospectus for the Exchange Offer and (2) the "Minimum Share Price"
of $2.50 per share of the Corporation's Common Stock. The closing
sale price for the Corporation's Common Stock on the Nasdaq Stock
Market on August 6, 2009 was $1.50 per share, which is less than
the Minimum Share Price. If the average VWAP is less than the
Minimum Share Price, the Corporation will use the Minimum Share
Price to calculate the number of shares of its Common Stock holders
will receive. In that case, holders could receive shares of the
Corporation's Common Stock with a value significantly less than the
value of the shares that would be received in the absence of that
limitation. Per Security Liquidation Per Security Preference/
Exchange Title of Securities Amount Value* -------------------
------ ------ 6.375% Non-cumulative Monthly Income Preferred Stock,
2003 Series A ("Series A Preferred Stock") $25 $20 8.25%
Non-cumulative Monthly Income Preferred Stock, Series B ("Series B
Preferred Stock") $25 $20 8.327% Trust Preferred Securities (issued
by BanPonce Trust I) $1,000 $1,150 6.564% Trust Preferred
Securities (issued by Popular North America Capital Trust I) $1,000
$1,150 6.70% Cumulative Monthly Income Trust Preferred Securities
(issued by Popular Capital Trust I) $25 $30 6.125% Cumulative
Monthly Income Trust Preferred Securities (issued by Popular
Capital Trust II) $25 $30 * The Per Security Exchange Values are
subject to further change in the Corporation's sole discretion
during the course of the Exchange Offer. As of 5:00 p.m. on August
6, 2009, approximately $ 661,155,375 million in aggregate
liquidation amount of Trust Preferred Securities and liquidation
preference of Series A Preferred Stock and Series B Preferred Stock
(or approximately 47% of the aggregate liquidation amount or
liquidation preference outstanding) had been tendered in the
Exchange Offer as follows: -- $144,814,400 in aggregate liquidation
preference of shares of its Series A Preferred Stock (or
approximately 77% of the aggregate $186,875,000 liquidation
preference outstanding); -- $332,462,575 in aggregate liquidation
preference of shares of its Series B Preferred Stock (or
approximately 83% of the aggregate $400,000,000 liquidation
preference outstanding); -- $31,539,000 in aggregate liquidation
amount of the 8.327% Trust Preferred Securities (or approximately
22% of the aggregate $144,000,000 liquidation amount outstanding);
-- $61,025,000 in aggregate liquidation amount of the 6.564% Trust
Preferred Securities (or approximately 24% of the aggregate
$250,000,000 liquidation amount outstanding); -- $80,475,500 in
aggregate liquidation amount of the 6.70% Cumulative Monthly Income
Trust Preferred Securities (or approximately 27% of the aggregate
$300,000,000 liquidation amount outstanding); and -- $10,838,900 in
aggregate liquidation amount of the 6.125% Cumulative Monthly
Income Trust Preferred Securities (or approximately 8% of the
aggregate $130,000,000 liquidation amount outstanding). Except as
described in the press release, the terms and conditions of the
Exchange Offer, as set forth in the prospectus referred to below,
are unchanged. The lead dealer managers for the Exchange Offer are
UBS Investment Bank, which can be contacted at (888) 719-4210, and
Popular Securities, which can be contacted at (787) 766-6601, and
the co-lead dealer manager is Citi, which can be contacted at (800)
558-3745. The Corporation has filed a registration statement, a
prospectus and related exchange offer materials with the SEC for
the exchange offer to which this communication relates. Before you
decide whether to tender into the Exchange Offer, you should read
the prospectus and other documents the Corporation has filed with
the SEC for more complete information about the Corporation and the
Exchange Offer. You may obtain these documents for free by visiting
EDGAR on the SEC Web site at http://www.sec.gov/. Alternatively,
the Corporation will arrange to send you the prospectus if you
request it by contacting Corporate Communications, at (787)
765-9800. The complete terms and conditions of the Exchange Offer
are set forth in the prospectus and the related letters of
transmittal, copies of which will be available at
http://www.popularinc.com/exchangeoffer and from Global Bondholder
Services Corporation, the information agent, at (866) 540-1500 or,
for bankers and brokers, at (212) 430-3774. This press release is
not an offer to sell or purchase or an offer to exchange or a
solicitation of acceptance of an offer to sell or purchase or offer
to exchange, which may be made only pursuant to the terms of the
prospectus and related letter of transmittal, as applicable.
Forward-Looking Statements: The information included in this press
release may contain certain forward-looking statements. These
statements are based on management's current expectations and
involve certain risks and uncertainties that may cause actual
results to differ materially from those expressed in
forward-looking statements. Factors that might cause such a
difference include, but are not limited to (i) the rate of
declining growth in the economy and employment levels, as well as
general business and economic conditions; (ii) changes in interest
rates, as well as the magnitude of such changes; (iii) the fiscal
and monetary policies of the federal government and its agencies;
(iv) changes in federal bank regulatory and supervisory policies,
including required levels of capital; (v) the relative strength or
weakness of the consumer and commercial credit sectors and of the
real estate markets in Puerto Rico and the other markets in which
borrowers are located; (vi) the performance of the stock and bond
markets; (vii) competition in the financial services industry;
(viii) possible legislative, tax or regulatory changes; and (ix)
difficulties in combining the operations of acquired entities. For
a discussion of such factors and certain risks and uncertainties to
which the Corporation is subject, see the Corporation's Annual
Report on Form 10-K for the year ended December 31, 2008 as well as
its filings with the U.S. Securities and Exchange Commission. Other
than to the extent required by applicable law, including the
requirements of applicable securities laws, the Corporation assumes
no obligation to update any forward-looking statements to reflect
occurrences or unanticipated events or circumstances after the date
of such statements. Popular, Inc. is a full service financial
services provider based in Puerto Rico with operations in Puerto
Rico, the United States, the Caribbean and Latin America. As the
leading financial institution in Puerto Rico, the Corporation
offers retail and commercial banking services through its principal
banking subsidiary, Banco Popular de Puerto Rico, as well as auto
and equipment leasing and financing, mortgage loans, investment
banking, broker-dealer and insurance services through specialized
subsidiaries. In the United States, the Corporation operates Banco
Popular North America ("BPNA"), including its wholly-owned
subsidiary E-LOAN. BPNA is a community bank providing a broad range
of financial services and products to the communities it serves.
BPNA operates branches in New York, California, Illinois, New
Jersey and Florida. E-LOAN markets deposit accounts under its name
for the benefit of BPNA and offers loan customers the option of
being referred to a trusted consumer lending partner. The
Corporation, through its subsidiary EVERTEC, provides transaction
processing services throughout the Caribbean and Latin America, as
well as internally services many of its subsidiaries' system
infrastructures and transactional processing businesses. The
Corporation is exporting its 115 years of experience through these
regions while continuing its commitment to meet the needs of
clients through innovation and to foster growth in the communities
it serves. An electronic version of this press release can be found
at the Corporation's website, http://www.popular.com/. DATASOURCE:
Popular, Inc. CONTACT: Investor Relations, Jorge A. Junquera, Chief
Financial Officer, Senior Executive Vice President,
+1-787-754-1685, or Media Relations, Teruca Rullan, Senior Vice
President, Corporate Communications, +1-787-281-5170, or
+1-917-679-3596 (mobile), both of Popular, Inc. Web Site:
http://www.popular.com/
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