Prospectus excerpt: Astoria Financial Corporation is offering 5,400,000 depositary shares, each representing a 1/40th ownership interest in a share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share), referred to as Series C Preferred Stock. The depositary shares are represented by depositary receipts. As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series C Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
We will pay dividends on the Series C Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of our board of directors. Dividends will accrue on a non-cumulative basis and be payable from the date of initial issuance, at a rate of 6.50% per annum, payable quarterly, in arrears, on January 15, April 15, July 15 and October 15 of each year, beginning on July 15, 2013.
Dividends on the Series C Preferred Stock will not be cumulative and will not be mandatory. If our board of directors or a duly authorized committee of our board of directors does not declare a dividend on the Series C Preferred Stock in respect of a dividend period, then no dividend shall accrue for such dividend period or be payable on the applicable dividend payment date, and we will have no obligation to pay any dividend for that dividend period to the holder of Series C Preferred Stock, including the depositary, and no related distribution will be made on the depositary shares, whether or not our board of directors or a duly authorized committee of our board of directors declares a dividend on the Series C Preferred Stock for any future dividend period.
We may redeem the Series C Preferred Stock at our option (i) in whole or in part, from time to time, on any dividend payment date on or after April 15, 2018; or (ii) in whole but not in part, at any time following our good faith determination of the occurrence of a regulatory capital treatment event, as defined herein, in each case, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends.