Popular Announces Relevant Price and Exchange Ratios for Exchange Offer
August 19 2009 - 8:30AM
PR Newswire (US)
SAN JUAN, Puerto Rico, Aug. 19 /PRNewswire-FirstCall/ -- Popular,
Inc. (the "Corporation") (NASDAQ:BPOP) today announced that it has
determined the Relevant Price and Exchange Ratios in connection
with its previously announced 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"). In accordance
with the terms of the Exchange Offer, as set forth in the
Corporation's Prospectus, dated August 7, 2009, and related letter
of transmittal, the Corporation has determined the Relevant Price
and Exchange Ratios for the Series A Preferred Stock, the Series B
Preferred Stock and the Trust Preferred Securities referred to
below. The Relevant Price is $2.50 (which has been determined based
on the Minimum Share Price) and the Exchange Ratios are listed in
the table below. The expiration date for the Exchange Offer is
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 that date. If the Corporation extends the Exchange Offer,
the Relevant Price and the Exchange Ratios are subject to change as
well. The Corporation does not expect the Expiration Date to be
further extended. 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 applicable "Exchange
Ratio", which is the applicable Exchange Value set forth in the
table below divided by the Relevant Price of $2.50 (which has been
determined based on the Minimum Share Price). The closing sale
price for the Corporation's Common Stock on the Nasdaq Stock Market
on August 18, 2009 was $1.76 per share, which is less than the
Relevant Price. Therefore, the shares of the Corporation's Common
Stock that a holder who participates in the Exchange Offer receives
on the settlement date for the Exchange Offer (which is expected to
be August 25, 2009) could have a market value that is substantially
less than the applicable Exchange Value set forth in the table
below. Title of Securities Per Security Exchange Ratio (Number of
Shares of Common Stock Per Security to be Liquidation Per Security
Received Preference/ Exchange for Each Amount Value* Security)
6.375% Non-cumulative Monthly Income Preferred Stock, 2003 Series A
("Series A Preferred Stock") $25 $20 8 8.25% Non-cumulative Monthly
Income Preferred Stock, Series B ("Series B Preferred Stock") $25
$20 8 8.327% Trust Preferred Securities (issued by BanPonce Trust
I) $1,000 $1,150 460 6.564% Trust Preferred Securities (issued by
Popular North America Capital Trust I) $1,000 $1,150 460 6.70%
Cumulative Monthly Income Trust Preferred Securities (issued by
Popular Capital Trust I) $25 $30 12 6.125% Cumulative Monthly
Income Trust Preferred Securities (issued by Popular Capital Trust
II) $25 $30 12 * The Per Security Exchange Values are subject to
further change in the Corporation's sole discretion during the
course of the Exchange Offer. To receive the consideration in the
Exchange Offer, holders must validly tender and not withdraw their
securities prior to the Expiration Date, and the securities must be
accepted, subject to proration as described in the Prospectus,
dated August 7, 2009, for the Exchange Offer. Securities that have
been validly tendered but are not accepted for exchange due to
proration or otherwise will be promptly returned to the tendering
holder after the Expiration Date. The Corporation intends to
deliver the consideration for the securities that are tendered and
accepted in the Exchange Offer on or about August 25, 2009. 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. DATASOURCE: Popular, Inc. CONTACT: Investor
Relations, Jorge A. Junquera, Chief Financial Officer, Senior
Executive Vice President, +1-787-754-1685; or Media, Teruca Rullan,
Senior Vice President, Corporate Communications, +1-787-281-5170,
or +1-917-679-3596 (mobile) Web Site:
http://www.popularinc.com/exchangeoffer
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