700,000 shares of Series B Preferred Stock (800,000 shares if the underwriter exercises its over-allotment option in full) at $25.00
Liquidation Preference: $25.00 per share of Series B Preferred Stock, plus an amount equal to the sum of all declared, accrued and unpaid dividends.
Dividends: 7.80% per annum, which is equivalent to $1.95 per annum per share. Dividends are payable quarterly, when, as and if declared, on the last day of March, June, September and December of each year, commencing December 31, 2009.
In order for the Series B Preferred Stock to qualify for Tier 1 capital treatment, dividends are noncumulative and are payable if, when and as authorized and declared by our board of directors. If for any reason the board of directors does not authorize full cash dividends for a dividend period, we will have no obligation to pay any dividends for that period, whether or not our board of directors authorizes and declares dividends on the Series B Preferred Stock for any subsequent dividend period. Notwithstanding the foregoing, holders of the Series B Preferred Stock have a priority on the receipt of dividends relative to the holders of our junior securities, including the Common Stock. If we have not declared and paid or set aside for full payment of the quarterly dividends on the Series B Preferred Stock for a particular dividend period, we may not declare or pay dividends on, or redeem or purchase, shares of securities junior to the Series B Preferred Stock during the next succeeding dividend period.
Conversion by Holder: Each share of Series B Preferred Stock will be convertible at the option of the holder into 3.125 shares of our Common Stock (which reflects an initial conversion price of $8.00 per share of Common Stock), subject to certain adjustments. See “Description of the Series B Preferred Stock – Optional Conversion Right.”
Conversion by Company: Company may, at their option, at any time or from time to time cause some or all of the Series B Preferred Stock to be converted into shares of our Common Stock at the then applicable conversion rate. They may exercise their conversion right if, for 20 trading days within any period of 30 consecutive trading days, the closing price of our Common Stock exceeds 130% of the then applicable conversion price of the Series B Preferred Stock.
Redemption: Subject to prior approval by the Board of Governors of the Federal Reserve System, the Series B Preferred Stock is redeemable at company's option at any time, in whole or in part, on and after the third anniversary of the issue date, at $25.00 per share, plus declared and unpaid dividends, if any, for the prior and the then current dividend periods.
Ranking: The Series B Preferred Stock will be, with respect to dividends and upon liquidation, dissolution or winding-up: (i) junior to all our existing and future debt obligations; (ii) junior to each class of capital stock or series of preferred stock, the terms of which expressly provide that it ranks senior to the Series B Preferred Stock; (iii) on a parity with the Series A Preferred Stock, and any future class of capital stock or preferred stock expressly state that such class ranks on parity with the Series B Preferred Stock; and (iv) senior to all classes of our Common Stock or series of preferred stock, the terms of which do not expressly provide that it ranks senior to or on a parity with the Series B Preferred Stock. Voting: Except as required by law and our articles of incorporation, which will include the terms of the Series B Preferred Stock, the holders of Series B Preferred Stock will have no voting rights.