Oriental Financial Group Inc. (NYSE: OFG) today announced that it has priced an underwritten public offering of 960,000 shares of its Series D non-cumulative perpetual preferred stock (the "Preferred Stock"), with a liquidation preference of $25.00 per share at a price to the public of $25.00 per share for gross proceeds of $24 million. Except in certain limited circumstances, the Preferred Stock is not redeemable prior to November 15, 2017. After that date, Oriental may redeem at its option, in whole or in part, the Preferred Stock at a redemption price of $25.00 per share plus any declared and unpaid dividends to, but excluding, the redemption date. Oriental intends to apply for the Preferred Stock to be listed on the New York Stock Exchange under the symbol “OFGPrD”.
Jefferies & Company, Inc. and Stifel, Nicolaus & Company, Incorporated are serving as the joint book-running manager for the offering. Oriental Financial Services Corp. is serving as co-manager. The offering is expected to close on November 5, 2012.
The net proceeds from the sale of the Preferred Stock (the "Preferred Stock Offering"), after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $22.4 million. Oriental intends to use the net proceeds from the Preferred Stock Offering to fund a portion of the purchase price for its previously announced acquisition of the Puerto Rico based operations of Banco Bilbao Vizcaya Argentaria, S.A. (NYSE: BBVA), announced on June 28, 2012 (the “BBVAPR Acquisition”). Upon a termination of the BBVAPR Acquisition, Oriental must, subject to regulatory approval, 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). The closing of the Preferred Stock Offering is not conditioned upon the closing of the BBVAPR Acquisition.