Popular Announces Results of Exchange Offer
August 21 2009 - 9:04AM
PR Newswire (US)
Tendered Securities Amounted to $934.1 million SAN JUAN, Puerto
Rico, Aug. 21 /Prnewswire-Firstcall/ -- Popular, Inc. (The
"Corporation") (NASDAQ:BPOP) today announced the results of 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"). The Exchange Offer
expired 11:59 p.m., New York City time, on August 20, 2009. The
Corporation conducted the Exchange Offer in order to increase its
common equity capital to accommodate the more adverse economic and
credit scenarios assumed under the U.S. Government's Supervisory
Capital Assessment Program (SCAP) as applied to regional banking
institutions. Tendered securities amounted to $934,112,900. "This
exchange offer was a difficult decision but necessary given the
current state of the economy in the United States and Puerto Rico,"
said Richard L. Carrion, Chairman of the Board and Chief Executive
Officer of the Corporation. "The Corporation is now well positioned
in the event a worse-than-expected business environment
materializes in the future." Mr. Carrion continued: "Although we
expect tough economic conditions to continue, Popular is moving
forward with a stronger capital structure, a consolidated U.S.
branch network and a flagship bank in Puerto Rico focused on credit
management and returning to acceptable levels of profitability." In
accordance with the terms of the Exchange Offer, as set forth in
the Corporation's Prospectus, dated August 7, 2009 (the
"Prospectus"), the Corporation used a Relevant Price of $2.50 per
share of its Common Stock and the Exchange Ratios referred to in
the table below to determine the number of shares of its Common
Stock to be issued in exchange for the validly tendered shares of
Series A Preferred Stock and Series B Preferred Stock and validly
tendered Trust Preferred Securities. The Corporation will issue
approximately 357,510,076 shares of its Common Stock in the
Exchange Offer. Because the aggregate liquidation preference of all
shares of Preferred Stock and the aggregate liquidation amount of
all Trust Preferred Securities tendered in the Exchange Offer will
not result in the issuance of in excess of 390,000,000 shares of
Common Stock, all securities validly tendered have been accepted
and no series of securities is subject to proration. The table
below lists, for each series of Preferred Stock and the Trust
Preferred Securities, the aggregate liquidation preference or
amount, as applicable, that was validly tendered and not withdrawn
as of the Expiration Date, the aggregate liquidation preference or
amount, as applicable, remaining outstanding following the Exchange
Offer, and the number of shares of the Corporation's Common Stock
to issued in exchange for each series. Based on the final count by
the exchange agent, Global Bondholder Services Corporation, the
results of the Exchange Offer are as follows: Per Security Exchange
Ratio (Number of Shares of Per Common Security Stock Liquida- Per
to be tion Security Received Title of Preference/ Exchange for Each
Securities Amount Value Security) 6.375% Non-Cumulative Monthly
Income Preferred Stock, 2003 Series A $25 $20 8 8.25%
Non-cumulative Monthly Income Preferred Stock, Series B $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 Aggregate Liquidation Approximate Preference/Amount
Number of Shares of Common Stock to be Issued Title of Tendered and
Remaining in the Securities Accepted Outstanding Aggregate 6.375%
Non- Cumulative Monthly Income Preferred Stock, 2003 Series A
$164,731,850 $22,143,150 52,714,192 8.25% Non-cumulative Monthly
Income Preferred Stock, Series B $371,983,375 $28,106,625
119,034,680 8.327% Trust Preferred Securities (issued by BanPonce
Trust I) $91,135,000 $52,865,000 41,922,100 6.564% Trust Preferred
Securities (issued by Popular North America Capital Trust I)
$158,349,000 $91,651,000 72,840,540 6.70% Cumulative Monthly Income
Trust Preferred Securities (issued by Popular Capital Trust I)
$118,936,750 $181,063,250 57,089,640 6.125% Cumulative Monthly
Income Trust Preferred Securities (issued by Popular Capital Trust
II) $28,976,925 $101,023,075 13,908,924 The settlement for the
Exchange Offer is expected to occur on 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 Relations:
Teruca Rullan, Senior Vice President, Corporate Communications,
+1-787-281-5170 or 917-679-3596 (mobile) Web Site:
http://www.popularinc.com/exchangeoffer
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