Prospectus excerpt: We are offering 14,000,000 shares of our fixed-to-floating rate perpetual non-cumulative preferred stock, Series B, with a liquidation preference of $25 per share (the ÙPreferred Stockˆ).
We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors and to the extent that we have lawfully available funds to pay dividends. Dividends will accrue and be payable quarterly, in arrears, on February 15, May 15, August 15 and November 15 of each year, beginning on February 15, 2012, at (i) from and including the date of original issuance to but excluding February 15, 2017, a rate of 8.625% per annum and (ii) from and including February 15, 2017, a floating rate equal to three-month LIBOR plus a spread of 7.327% per annum.
Dividends on the Preferred Stock will not be cumulative. If for any reason our board of directors 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, in whole or in part, from time to time, on any dividend payment date on or after February 15, 2017, at a redemption price of $25 per share, plus any declared and unpaid dividends.