UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2010
POPULAR, INC.
(Exact name of registrant as specified in its charter)
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COMMONWEALTH OF
PUERTO RICO
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001-34084
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66-0667416 |
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| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation or organization)
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File Number)
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Identification Number) |
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| 209 MUNOZ RIVERA |
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| AVENUE |
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| HATO REY, PUERTO RICO
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00918 |
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(Address of principal executive
offices)
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(Zip code) |
(787) 765-9800
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On April 13, 2010, Popular, Inc. (the “Company”) entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Morgan Stanley & Co. Incorporated, as Representative for the
Underwrites named in Schedule II therein, pursuant to which Popular, Inc. agreed to issue and sell
to the several underwriters named in Schedule II to the Underwriting Agreement 46,000,000
Depositary Shares (the “Depositary Shares”), each representing 1/40th of a share of the Company’s
Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series D, no par value, $1,000
liquidation preference (the “Preferred Stock”), including 6,000,000 Depositary Shares to be issued
pursuant to the Underwriters’ exercise in full of their overallotment option.
The Preferred Stock is not redeemable. Each Depositary Share entitles the holder, through the
Depositary (as defined below), to a proportional fractional interest in all rights and preferences
of the Preferred Stock represented thereby, including conversion, dividend, liquidation and voting
rights. On the fifth business day after which holders of the Company’s common stock, par value
$0.01 per share (“Common Stock”), approve an amendment to the certificate of incorporation to
increase the number of authorized shares of Common Stock to permit the full conversion of the
Preferred Stock into Common Stock, the Preferred Stock will automatically convert into shares of
Common Stock at a conversion rate of 333.3333 shares of Common Stock for each share of Preferred
Stock (equivalent to a conversion rate of 8.3333 shares of Common Stock for each depositary share),
subject to adjustment as described herein.
In connection with the issuance of the Preferred Stock, on April 14 , 2010, the Company filed a
certificate of designations (the “Certificate of Designations”) with the Puerto Rico Department of
State for the purpose of amending its certificate of incorporation to designate the Preferred Stock
and to specify the preferences and relative, participating, optional or other rights, and the
qualifications, limitations and restrictions of the Preferred Stock, including the relevant
provisions described above. A copy of the Certificate of Designations is being filed as Exhibit 3.1
to this Form 8-K.
On April 19, 2010, the Company entered into the Deposit Agreement (the “Deposit Agreement”) with
The Bank of New York Mellon, as depositary (the “Depositary”), and the holders from time to time of
the receipts evidencing the Depositary Shares described therein, pursuant to which the Company
agreed to deposit shares of the Preferred Stock with the Depositary for the purposes set forth in
this Deposit Agreement and for the issuance thereunder of receipts by the Depositary evidencing the
Depositary Shares.
Item 3.03. Material Modification to Rights of Holders.
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is
incorporated into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is
incorporated into this Item 5.03.
Item 8.01. Other Events.
On April 19, 2010, the Company announced the issuance and sale of 46,000,000 Depositary Shares,
each of which represents a 1/40th interest in a share of Preferred Stock. Proceeds of the sale,
after deducting underwriting discounts, commissions and other
offering expenses, was approximately $1.1 billion. Popular intends to use
the net proceeds of
the offering for general corporate purposes, including investments in, or extensions of credit to,
its subsidiaries to increase their capital. One anticipated use of the additional capital raised in
the offering will