Prospectus excerpt: We are offering 20,000,000 depositary shares each representing a 1/40th ownership interest in a share of our 6.375% Non-Cumulative Perpetual Preferred Stock, Series A, par value $1 per share (ÙPreferred Stockˆ), with a liquidation preference of $1,000 per share of Preferred Stock (equivalent to $25 per depositary share). 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 these 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 our board of directors). Dividends will accrue and be payable from the date of issuance at a rate of 6.375% per annum, payable quarterly in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2012. Upon payment of any dividends on the Preferred Stock, holders of depositary shares are expected to receive a proportionate payment.
Dividends on the Preferred Stock will not be cumulative and will not be mandatory. If for any reason our board of directors (or a duly authorized committee of our board of directors) does not declare a dividend on the Preferred Stock for any dividend period (as defined herein), 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 are declared for any future dividend period with respect to the Preferred Stock or at any future time with respect to any other class or series of our capital stock.
We may redeem the Preferred Stock at our option, subject to regulatory approval, at a redemption price equal to $1,000 per share (equivalent of $25 per depositary share), plus any declared and unpaid dividends (without regard to any undeclared dividends) to but excluding the redemption date, (1) in whole or in part, from time to time, on any dividend payment date (as defined herein) on or after December 15, 2017 or (2) in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined herein). If we redeem the Preferred Stock, the depositary is expected to redeem a proportionate number of depositary shares.