We are offering 960,000 shares of our non-cumulative perpetual preferred stock, Series D, with a liquidation preference of $25.00 per share.
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 be payable quarterly, in arrears, on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2013, at a rate of 7.125% 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 currently intend to declare and pay quarterly dividends on the preferred stock.
We may redeem the preferred stock, in whole or in part, from time to time, on any dividend payment date after November 15, 2017, or in whole, but not in part, within 90 days upon the occurrence of certain changes related to the regulatory capital treatment of the preferred stock, at a redemption price of $25 per share, plus any declared and unpaid dividends to, but excluding, the redemption date. Upon termination of the BBVAPR Acquisition Agreement (as defined herein), we must, subject to regulatory approval if required under 12 CFR 225.4, redeem all (but not less than all) the shares of preferred stock pursuant to a notice of redemption given on or prior to the third business day after September 30, 2013, in cash, at a redemption price equal to 101% of the liquidation preference of the shares of preferred stock, plus accrued and unpaid dividends for such dividend period (whether or not declared).