Prospectus excerpt: We are offering 4,000,000 depositary shares, each of which represents a 1/40th interest in a share of our 7.25% Non-Cumulative Preferred Stock, Series B, $0.01 par value per share, $1,000 liquidation preference per share (equivalent to $25 per depositary share) (the ôSeries B Preferred Stockö). The depositary shares are evidenced by depository receipts. Each depositary share entitles the holder, through the depositary, to a proportional fractional interest in all rights and preferences of the Series B Preferred Stock represented thereby (including any dividend, liquidation, redemption and voting rights).
Dividends on the Series B Preferred Stock represented by the depositary shares when, as and if declared by our Board of Directors or a duly authorized committee of the Board will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the 15th day of March, June, September and December of each year (each, a ôdividend payment dateö), commencing on September 15, 2014, at an annual rate of 7.25%. Distributions will be made in respect of the depositary shares representing the Series B Preferred Stock if and to the extent dividends are paid on the related Series B Preferred Stock.
Dividends on the Series B Preferred Stock represented by the depositary shares are not cumulative. Accordingly, in the event dividends are not declared on the Series B Preferred Stock represented by the depositary shares for payment on any dividend payment date, then those dividends will not accumulate and will not be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series B Preferred Stock represented by the depositary shares are declared for any future dividend period.
So long as any Series B Preferred Stock remain outstanding, no dividend shall be paid or declared on our common stock or any of our other securities ranking junior to the Series B Preferred Stock (other than a dividend payable solely in common stock or in such other junior securities), unless the full dividends for the latest completed dividend period on all outstanding Series B Preferred Stock and any parity stock have been declared and paid or provided for.
The Series B Preferred Stock represented by the depositary shares is not redeemable prior to July 1, 2019. On and after that date, the Series B Preferred Stock represented by the depositary shares will be redeemable at our option, for cash, in whole or in part, at a redemption price of $1,000 per share of Series B Preferred Stock represented by the depositary shares (equivalent to $25 per depositary share), plus any declared and unpaid dividends on the shares of Series B Preferred Stock represented by the depositary shares called for redemption for prior dividend periods, if any, plus accrued but unpaid dividends (whether or not declared) thereon for the then-current dividend period, to, but excluding, the date of redemption, without accumulation of any other undeclared dividends. See ôDescription of the Series B Preferred StockùRedemptionö in this prospectus supplement. The depositary shares representing the Series B Preferred Stock will be redeemed if and to the extent the related shares of Series B Preferred Stock are redeemed by us.
Neither the depositary shares nor the Series B Preferred Stock represented thereby have a stated maturity, nor will they be subject to any sinking fund or mandatory redemption. The Series B Preferred Stock represented by the depositary shares will not have voting rights, except as set forth under ôDescription of the Series B Preferred StockùVoting Rightsö in this prospectus supplement. A holder of depositary shares representing the Series B Preferred Stock will be entitled to direct the depositary how to vote in such circumstances. See ôDescription of the Depositary SharesùVoting Rightsö in this prospectus supplement.