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.
This press release does not constitute an offer to sell or the solicitation of any offer to buy any securities of Oriental, nor shall there be any offer or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Preferred Stock Offering is being made only by means of a prospectus.Prospective investors should read the registration statement, which has been declared effective by the SEC, the final prospectus, once available, and other documents Oriental has filed and will file with the SEC for more complete information about Oriental and the Preferred Stock Offering. Copies of the registration statement, the final prospectus, once available, and other documents Oriental has filed and will file with the SEC may be obtained by visiting EDGAR on the SEC website at www.sec.gov. Additionally, the final prospectus, once available, can be requested by contacting Jefferies & Company, Inc. at 520 Madison Avenue, 12th Floor, New York, NY, 10022, Attention: Prospectus Department, by calling (877) 547-6340 or by emailing Prospectus_Department@Jefferies.com. About Oriental Financial Group Oriental Financial Group Inc. is a diversified financial holding company that operates under U.S. and Puerto Rico banking laws and regulations, principally through its two subsidiaries, Oriental Bank and Trust and Oriental Financial Services. Now in its 48th year in business, Oriental provides a full range of commercial, consumer and mortgage banking services, as well as financial planning, trust, insurance, investment brokerage and investment banking services, primarily in Puerto Rico, through 28 financial centers. Forward-Looking Statements The information included in this document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve certain risks and uncertainties that may cause actual results to differ materially from those expressed in forward-looking statements.
Factors that might cause such a difference include, but are not limited to (i) the ability to receive and timing of necessary regulatory approvals and the ability to raise the necessary capital to consummate the acquisition of BBVA’s Puerto Rico operations, (ii) difficulties in integrating BBVA’s Puerto Rico operations into Oriental’s operations; (iii) the amounts by which our assumptions related to the acquisition, including future financing, fail to approximate actual results; (iv) the rate of declining growth in the economy and employment levels, as well as general business and economic conditions; (v) changes in interest rates, as well as the magnitude of such changes; (vi) the fiscal and monetary policies of the federal government and its agencies; (vii) changes in federal bank regulatory and supervisory policies, including required levels of capital; (viii) the relative strength or weakness of the consumer and commercial credit sectors and of the real estate market in Puerto Rico; (ix) the performance of the stock and bond markets; (x) competition in the financial services industry; (xi) possible legislative, tax or regulatory changes; and (xii) difficulties in combining the operations of any other acquired entity.For a discussion of such factors and certain risks and uncertainties to which Oriental is subject, see Oriental’s Annual Report on Form 10-K for the year ended December 31, 2011, the registration statement and the final prospectus, once available, as well as its other filings with the SEC. Other than to the extent required by applicable law, including the requirements of applicable securities laws, Oriental assumes no obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.