Prospectus excerpt: We are offering 6,000,000 depositary shares each representing a 1/1,000th ownership interest in a share of our 6.00% Series B non-cumulative perpetual preferred stock, par value $1.00 per share, with a liquidation preference of $25,000 per share (equivalent to $25.00 per depositary share) (the ÙPreferred Stockˆ). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of the board and to the extent that we have lawfully available funds to pay dividends. If declared, dividends will accrue and be payable on the liquidation preference, on a non-cumulative basis, at a rate of 6.00% per annum, quarterly, in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on September 1, 2014, from and including the date of original issuance. Upon payment of any dividends on the Preferred Stock, holders of depositary shares will receive a proportionate payment.
Dividends on the Preferred Stock will not be cumulative. If for any reason our board of directors or a duly authorized committee of the board does not declare a dividend on the Preferred Stock for any dividend period, such dividend will not accrue or be payable, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period. Dividends on the Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations, including applicable capital adequacy guidelines.
We may redeem the Preferred Stock (i) in whole or in part, from time to time, on any dividend payment date on or after September 1, 2019, or (ii) in whole but not in part, at any time by providing a notice of redemption within 90 days following a regulatory capital treatment event (as defined herein), in either case, at a redemption price of $25,000 per share (equivalent to $25.00 per depositary share), plus any declared and unpaid dividends for prior dividend periods and, in the case of redemption following a regulatory capital treatment event, an amount equal to the unpaid portion of the dividend (whether or not declared) for the then-current dividend period prior to but excluding the redemption date. Under current regulatory rules and regulations, we may need regulatory approval to redeem the Preferred Stock. The Preferred Stock will not have any voting rights, except as set forth under ÙDescription of Preferred Stock?Voting Rightsˆ.