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EX-23.1 - EX-23.1 - DORAL FINANCIAL CORP | g23500a2exv23w1.htm |
Table of Contents
As filed with the Securities and Exchange
Commission on July 30, 2010
Registration No. 333-167012
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 2
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
DORAL FINANCIAL
CORPORATION
(Exact name of registrant as
specified in its charter)
Puerto Rico | 6029 | 66-0312162 | ||
(State or other jurisdiction
of incorporation or organization |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1451 Franklin D. Roosevelt Avenue
San Juan, Puerto Rico 00920-2717
(787) 474-6700
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Enrique R. Ubarri, Esq.
Executive Vice President and General Counsel
Doral Financial Corporation
1451 Franklin D. Roosevelt Avenue
San Juan, Puerto Rico 00920-2717
(787) 474-6700
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copy to:
Victor Lewkow, Esq.
Leslie N. Silverman, Esq.
Cleary, Gottlieb, Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Approximate date of commencement of proposed sale to the
public: From time to time after this Registration
Statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box: þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering: o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering: o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering: o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated
filer o
|
Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
Table of Contents
The
information in this preliminary prospectus is not complete and
may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell these securities and is not soliciting an offer to
buy these securities in any state where the offer or sale is not
permitted. |
SUBJECT TO COMPLETION, DATED
JULY 30, 2010
PRELIMINARY PROSPECTUS
DORAL FINANCIAL
CORPORATION
91,986,097 Shares of
Common Stock
This prospectus relates to the potential resale from time to
time by selling stockholders of shares of Doral Financial
Corporation common stock, $0.01 par value per share. In
this prospectus, we also refer to the shares of common stock as
the securities.
The selling stockholders may offer the securities from time to
time directly or through underwriters, broker-dealers or agents
and in one or more public or private transactions and at fixed
prices, prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. If the
securities are sold through underwriters, broker-dealers or
agents, the selling stockholders will be responsible for
underwriting discounts or commissions or agents
commissions.
We will not receive any proceeds from the sale of the securities
by the selling stockholders.
Our common stock trades on the New York Stock Exchange under the
symbol DRL. On July 30, 2010, the closing price
of our common stock on the New York Stock Exchange was $2.46 per
share. You are urged to obtain current market quotations of our
common stock.
Our principal executive offices are located at 1451 Franklin D.
Roosevelt Avenue, San Juan, Puerto Rico
00920-2717,
and our telephone number is
(787) 474-6700.
Investing in our securities involves a high degree of risk.
You should consider carefully the risks and uncertainties in the
section entitled Risk Factors on page 4 of this
prospectus and in the documents we file with the Securities and
Exchange Commission before investing in our securities.
The securities offered hereby are our unsecured obligations
and are not savings accounts, deposits, or other obligations of
any bank or non-bank subsidiary of ours and are not insured by
the Federal Deposit Insurance Corporation or any other
governmental agency.
Neither the Securities and Exchange Commission, any state
securities commission, the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve
System, nor any other regulatory body has approved or
disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary
is a criminal offense.
The date of this prospectus
is ,
2010.
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ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement we filed
with the Securities and Exchange Commission, or the SEC, using a
shelf registration process. Under this shelf
registration process, the selling stockholders may, from time to
time, offer and sell, in one or more offerings, the securities
described in this prospectus.
We may provide a prospectus supplement containing specific
information about the terms of a particular offering by the
selling stockholders. The prospectus supplement may add, update
or change information in this prospectus. If the information in
this prospectus is inconsistent with a prospectus supplement,
you should rely on the information in that prospectus
supplement. You should read both this prospectus and, if
applicable, any prospectus supplement as well as any
post-effective amendments to the registration statement of which
this prospectus forms a part, together with the additional
information described under Where You Can Find More
Information before you make any investment decision.
In this prospectus, the Company, Doral
Financial, we, our,
ours, and us refer to Doral Financial
Corporation, which is a bank holding company headquartered in
San Juan, Puerto Rico, and its subsidiaries on a
consolidated basis, unless the context otherwise requires.
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SUMMARY
This summary highlights information contained elsewhere in,
or incorporated by reference into, this prospectus. As a result,
it may not contain all of the information that may be important
to you or that you should consider before making a decision as
to whether or not to invest in our securities and is qualified
in its entirety by the more detailed information included in and
incorporated by reference into this prospectus. You should
carefully read this entire prospectus, including the Risk
Factors section and the documents incorporated by
reference, which are described under Where You Can Find
More Information and Incorporation of Certain
Documents by Reference, before making your decision. For a
more complete description of our business, see the
Business section of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009, which is
incorporated by reference herein.
Business
Doral Financial Corporation was organized in 1972 under the laws
of the Commonwealth of Puerto Rico. We presently operate as a
bank holding company. Our operations are principally conducted
in Puerto Rico. We also operate in mainland United States,
principally in the New York metropolitan area. We continue to
explore opportunities for growth and expansion both organically
and by acquisition, including Federal Deposit Insurance
Corporation (FDIC) assisted acquisitions for banks
that fail and are placed in receivership. Our principal
executive offices are located at 1451 Franklin D. Roosevelt
Avenue, San Juan, Puerto Rico
00920-2717,
and our telephone number is
(787) 474-6700.
We manage our business through three operating segments that are
organized by legal entity and aggregated by line of business:
banking (including thrift operations), mortgage banking and
insurance agency. In the past the Company operated a fourth
segment: institutional securities.
Banking
Through our principal banking subsidiary, Doral Bank, a Puerto
Rico commercial bank (Doral Bank PR), we accept
deposits from the general public and institutions, obtain
borrowings, originate and invest in loans (primarily residential
real estate mortgage loans), invest in mortgage-backed
securities as well as in other investment securities, and offer
traditional banking services. Approximately 93% of Doral Bank
PRs loan portfolio was secured by real estate as of
June 30, 2010. Doral Bank PR operates 35 branch offices in
Puerto Rico. Loans are primarily originated through the branch
office network and centralized loan departments. Internal
mortgage loan originations are also supplemented by wholesale
loan purchases from third parties.
This segment also includes the operations conducted through
Doral Bank PRs subsidiaries, Doral Money, Inc.
(Doral Money), which engages in commercial and
construction lending in the New York City metropolitan area, and
CB, LLC, a Puerto Rico limited liability company organized in
connection with the receipt, in lieu of foreclosure, of the real
property securing an interim construction loan and our decision
to continue the development of the related residential housing
project on a temporary basis. During the third quarter of 2009,
Doral Money organized a new middle market syndicated lending
unit that is engaged in purchasing participations in senior
credit facilities in the U.S. syndicated leverage loan
market.
We also operate a federal savings bank in New York, New York
under the name of Doral Bank, FSB (Doral Bank NY)
that, following the sale of its 11 retail branches in July 2007,
operates through a single branch. Doral Bank NY gathers deposits
primarily through an internet-based platform and originates and
invests in loans, consisting primarily of interim loans secured
by multifamily apartment buildings and other commercial
properties, and also invests in investment securities.
Mortgage
banking
Our mortgage origination business is conducted by Doral Mortgage
LLC (Doral Mortgage), a wholly-owned subsidiary of
Doral Bank PR, and our mortgage servicing business is operated
by Doral Bank PR.
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Insurance
agency
Our wholly-owned subsidiary, Doral Insurance Agency, Inc.
(Doral Insurance Agency), offers property, casualty,
life and title insurance as an insurance agency, primarily to
its mortgage loan customers.
Summary
of the Offering
Issuer
|
Doral Financial Corporation, a Puerto Rico corporation. | |
Seller
|
One or more selling stockholders, see Selling Stockholders. We are not selling any of the securities. | |
Common Shares Offered
|
91,986,097 shares of common stock, par value $0.01. | |
Use of Proceeds
|
All securities sold pursuant to this prospectus will be offered and sold by the selling stockholders. We will not receive any of the proceeds from such sales. | |
Risk Factors
|
For a discussion of risks and uncertainties involved with an investment in our securities, see Risk Factors on page 4 of this prospectus. | |
NYSE Symbol
|
DRL. |
Summary
of the Underlying Transactions
Private
Placement of Mandatorily Convertible Non-Cumulative Non-Voting
Preferred Stock
On April 19, 2010, we entered into a definitive Stock
Purchase Agreement (the Stock Purchase Agreement)
with various investors to raise new equity capital for the
Company through a private placement. In the private placement,
we issued to certain accredited investors (including certain
direct and indirect investors in Doral Holdings LLC, a Delaware
limited liability company (Doral Holdings), our
parent company) 285,002 shares of our Mandatorily
Convertible Non-Cumulative Non-Voting Preferred Stock,
$1.00 par value and $1,000 liquidation preference per share
(the Mandatorily Convertible Preferred Stock). The
Mandatorily Convertible Preferred Stock was issued in two
tranches: at the time of funding, 180,000 shares were
issued to investors and 105,002 shares were issued into
escrow pending the result of our bids for potential
FDIC-assisted transactions. Our bids for an FDIC-assisted
transaction were not successful, and accordingly, on May 3,
2010 we released the 105,002 escrowed shares to the investors in
the private placement. The shares released from escrow were
distributed at no additional cost to the investors, and as a
result, the effective sale price per common stock equivalent
dropped from $4.75 per share to $3.00 per share. The closing
price for our common stock on April 19, 2010 was $5.43 per
share and the closing price for our common stock on May 3,
2010 was $3.49 per share.
The Mandatorily Convertible Preferred Stock of each holder is
mandatorily convertible into shares of our common stock at an
initial conversion price of $4.75 per share (or up to
60,000,421 shares of common stock), subject to adjustment,
following the latest of: (1) the receipt by the Company of
stockholder approval (described below); (2) if applicable
to the holders conversion, the expiration or termination
of any waiting period under the
Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended (the HSR
Act); and (3) in the case of an investor that is a
direct or indirect investor in Doral Holdings, the earlier of
(a) the date on which the registration statement of which
this prospectus forms a part has been declared effective and
(b) October 18, 2010 (the 180th day after the
date of first issue of the Mandatorily Convertible Preferred
Stock), provided that such investor may delay conversion until
after the dissolution of Doral Holdings referred to below.
However, if a holder owns or would own following conversion,
directly or indirectly, in excess of 9.9% of the Companys
outstanding voting securities (4.9% for a purchaser that is
subject to the Bank Holding Company Act of 1956, as amended),
Mandatorily Convertible Preferred Stock owned by such holder
will not be converted on the mandatory conversion date to the
extent it would exceed this threshold.
We agreed in the Stock Purchase Agreement to seek stockholder
approval of the issuance of common stock into which the
Mandatorily Convertible Preferred Stock is convertible in
accordance with the
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requirements of the New York Stock Exchange (the
NYSE). A special meeting of stockholders was held on
June 28, 2010 at which stockholders approved the issuance
of up to 60,000,421 shares of our common stock upon
conversion of the 285,002 issued shares of the Mandatorily
Convertible Preferred Stock.
Expected
Dissolution of Principal Shareholder and Current Company
Structure
Doral Holdings, our principal shareholder, owned
48,412,698 shares of our common stock, or approximately 45%
of the Companys voting securities, as of July 28,
2010. Doral Holdings is in turn controlled by its managing
member, Doral Holdings, L.P., which is controlled by its general
partner, Doral GP Ltd.
In connection with the Stock Purchase Agreement, we entered into
a Cooperation Agreement with Doral Holdings, Doral Holdings,
L.P. and Doral GP Ltd. (collectively, the Holdings
Parties) (the Cooperation Agreement). Under
the Cooperation Agreement, the Holdings Parties agreed that
Doral Holdings would vote its shares of common stock in favor of
authorizing the issuance of common stock upon the conversion of
the Mandatorily Convertible Preferred Stock and against any
action that would compete with or impede or interfere with the
conversion. Additionally, Doral GP Ltd. agreed to cause the
dissolution of each of Doral Holdings and Doral Holdings, L.P.
after receipt of the stockholder approval, promptly following
the earlier of the effectiveness of this registration statement
and October 17, 2010 (the 180th day after the funding
date under the Stock Purchase Agreement), and not to transfer
any of its shares of common stock or voluntarily dissolve prior
to that time.
Since the formation of Doral Holdings in 2007, the shares of our
common stock owned by Doral Holdings could only be sold upon the
approval of at least four out of five members of the board of
directors of Doral GP Ltd., the general partner of Doral
Holdings, L.P. In connection with the dissolution of Doral
Holdings and Doral Holdings, L.P., the assets of each of Doral
Holdings and Doral Holdings, L.P., including the shares of our
common stock currently held by Doral Holdings, will be
distributed to the direct and indirect investors in Doral
Holdings, L.P. Any such shares that are not held by investors
that are our affiliates will be freely transferable.
Additionally, the shares covered by this prospectus include
33,485,711 shares of our common stock currently held by
Doral Holdings that will be distributed to investors, including
investors who may be deemed to be our affiliates, following the
dissolution of Doral Holdings.
Assuming that Doral Holdings is dissolved, it will no longer
have rights under the Securityholders and Registration Rights
Agreement, dated July 17, 2007; however, the registration
rights provided under the Securityholders and Registration
Rights Agreement will be assignable to the limited partners of
Doral Holdings, L.P. We agreed in the Cooperation Agreement to
include in the registration statement of which this prospectus
is a part all shares of our common stock held by Doral Holdings
(or such lesser amount as requested by Doral Holdings).
Prior to the conversion of 191,526 shares of Mandatorily
Convertible Preferred Stock into 40,321,236 shares of
common stock following stockholder approval, Doral Holdings
owned more than 50% of our common stock and we were a
controlled company under the rules and regulations
of the NYSE. Following the conversion of such shares, we are no
longer a controlled company and thus will be
required to comply with the NYSE corporate governance rules,
including requirements that at the end of a one year transition
period a majority of our board of directors consist of
independent directors (as defined under the rules of the NYSE),
we have a corporate governance and nominating committee composed
entirely of independent directors and we have a compensation
committee composed entirely of independent directors. We
currently meet all such requirements, except with respect to our
compensation committee, which is not composed entirely of
independent directors.
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RISK
FACTORS
An investment in our securities involves a high degree of risk.
Before making an investment decision, you should read carefully
and consider all of the information contained in or incorporated
by reference into this prospectus, as well as all of the
information contained in or incorporated by reference into any
applicable prospectus supplement. You should also refer to the
risk factors incorporated by reference herein from our Quarterly
Report on
Form 10-Q
for the quarter ended March 31, 2010 filed with the SEC on
May 10, 2010. Those risks are not the only risks we face.
Additional risks and uncertainties we do not yet know of or we
currently judge to be immaterial may also impair our business,
financial condition or results of operations. If any of the
events or circumstances described in these risks or other
material actually occurs, our business, financial condition or
results of operations could be materially and adversely affected.
DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates statements that we
believe are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Rule 175
promulgated thereunder, and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act),
and
Rule 3b-6
promulgated thereunder, and the Private Securities Litigation
Reform Act of 1995. These forward-looking statements may relate
to the Companys financial condition, results of
operations, plans, objectives, future performance and business,
including, but not limited to, statements with respect to the
adequacy of the allowance for loan and lease losses, market risk
and the impact of interest rate changes, capital markets
conditions, capital adequacy and liquidity, and the effect of
legal proceedings and new accounting standards on the
Companys financial condition and results of operations.
Forward-looking statements can be identified by the fact that
they do not relate strictly to historical or current facts, and
are generally identified by the use of words or phrases such as
believes, expects,
anticipates, plans, trend,
objective, continue, remain,
pattern or similar expressions or future conditional
verbs such as will, would,
should, could, might,
can, may or similar expressions.
We caution readers not to place undue reliance on any of these
forward-looking statements since they speak only as of the date
made and represent Doral Financials expectations of future
conditions or results and are not guarantees of future
performance. The Company does not undertake and specifically
disclaims any obligation to update any forward-looking
statements to reflect occurrences or unanticipated events or
circumstances after the date of those statements.
Forward-looking statements are, by their nature, subject to
risks and uncertainties. While there is no assurance that any
list of risks and uncertainties or risk factors is complete,
below are certain important factors that could cause actual
results to differ materially from those contained in any
forward-looking statement:
| the continued recessionary conditions of the Puerto Rico and the United States economies and the continued weakness in the performance of the United States capital markets leading to, among other things, (i) a deterioration in the credit quality of our loans and other assets, (ii) decreased demand for our products and services and lower revenue and earnings, (iii) reduction in our interest margins, and (iv) decreased availability and increased pricing of our funding sources, including brokered certificates of deposit; | |
| the strength or weakness of the real estate markets and of the consumer and commercial credit sectors and their respective impact in the credit quality of our loans and other assets, which may lead to, among other things, an increase in our non-performing loans, charge-offs and loan loss provisions; | |
| a decline in the market value and estimated cash flows of our mortgage-backed securities and other assets may result in the recognition of other-than-temporary impairment of such assets under generally accepted accounting principles in the United States (GAAP); | |
| our ability to derive sufficient income to realize the benefit of our deferred tax assets; | |
| uncertainty about the legislative and other measures adopted by the Puerto Rico government in response to its fiscal situation and the impact of such measures on several sectors of the Puerto Rico economy; |
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| uncertainty about the effectiveness of the various actions undertaken to stimulate the United States economy and stabilize the United States financial markets, and the impact of such actions on our business, financial condition and results of operations; | |
| changes in interest rates, which may result from changes in the fiscal and monetary policy of the federal government, and the potential impact of such changes in interest rates on our net interest income and the value of our loans and investments; | |
| the commercial soundness of our various counterparties of financing and other securities transactions, which could lead to possible losses when the collateral held by us to secure the obligations of the counterparty is not sufficient or to possible delays or losses in recovering any excess collateral belonging to us held by the counterparty; | |
| our ability to collect payment of a receivable from Lehman Brothers, Inc. (LBI), which results from the excess of the value of securities owned by Doral Financial that were held by LBI above the amounts owed by Doral Financial under certain terminated repurchase agreements and forward agreement; | |
| higher credit losses because of federal or state legislation or regulatory action that either (i) reduces the amount that our borrowers are required to pay us, or (ii) limits our ability to foreclose on properties or collateral or makes foreclosures less economically feasible; | |
| developments in the regulatory and legal environment for financial services companies in Puerto Rico and the United States as a result of, among other things, recent legislative and regulatory proposals made by the federal government, which may lead to various changes in bank regulatory requirements, including required levels and components of capital; | |
| changes in our accounting policies or in accounting standards, and changes in how accounting standards are interpreted or applied; | |
| general competitive factors and industry consolidation; | |
| to the extent we make acquisitions, including FDIC-assisted acquisitions of assets and liabilities of failed banks, risks and difficulties relating to the acquired operations and to combining the acquired operations with our existing operations; | |
| potential adverse outcome in the legal or regulatory actions or proceedings described in Legal matters in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as updated from time to time in the Companys subsequent filings with the SEC; and | |
| the other risks and uncertainties incorporated by reference into Risk factors in this prospectus. |
You should refer to our periodic and current reports filed with
the SEC for further information on other factors that could
cause actual results to be significantly different from those
expressed or implied by these forward-looking statements. See
Where You Can Find More Information in this
prospectus.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements
and other information with the SEC. Our SEC filings are
available to the public over the Internet at the SECs web
site at www.sec.gov and on the Investor Relations page of our
website at
http://www.doralbank.com/en/.
Information contained in or linked to our website is not a part
of this prospectus. You may also read and copy any document we
file with the SEC at its public reference facilities at
100 F Street N.E., Washington, D.C. 20549. You
can also obtain copies of the documents upon the payment of a
duplicating fee to the SEC. Please call the SEC at
1-800-SEC-0330
for further information on the operation of the public reference
facilities.
This prospectus omits some information contained in the
registration statement in accordance with SEC rules and
regulations. You should review the information and exhibits
included in the registration statement for further information
about us and the securities we are offering. Statements in this
prospectus concerning any
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document we filed as an exhibit to the registration statement or
that we otherwise filed with the SEC are not intended to be
comprehensive and are qualified by reference to these filings.
You should review the complete document to evaluate these
statements.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference
information we file with it, which means that we can disclose
important information to you by referring you to other
documents. The information incorporated by reference is
considered to be a part of this prospectus.
We incorporate by reference the documents listed below, except,
unless otherwise noted, to the extent that any information
contained in such filings is deemed furnished in
accordance with SEC rules:
| Our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the SEC on February 26, 2010; | |
| Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010, filed with the SEC on May 10, 2010. |
| Our Current Reports on Form 8-K filed with the SEC on May 13, 2010, June 25, 2010, June 30, 2010 and July 30, 2010 (including, with respect to the July 30, 2010 report, the information furnished therein); |
| Our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 11, 2010; |
| The information specifically incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 from our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 9, 2010; and | |
| The description of our common stock, which is registered under Section 12 of the Exchange Act, contained and incorporated by reference in our Form 8-A filed with the SEC on December 27, 2002, including any subsequently filed amendments and reports updating such description. |
These documents contain important information about us and our
financial condition. Information contained in this prospectus
supersedes information incorporated by reference that we have
filed with the SEC prior to the date of this prospectus, while
information included in any prospectus supplement or
post-effective amendment will supersede this information.
Our filings are available on the Investor Relations page of our
website at
http://www.doralbank.com/en/.
Information contained in or linked to our website is not a part
of this prospectus. You may also request a copy of these
filings, at no cost, by writing or telephoning us at:
Doral Financial Corporation
Attention: Investor Relations
1451 Franklin D. Roosevelt Avenue
San Juan, Puerto Rico
00920-2717
Telephone number:
(787) 474-6683
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USE OF
PROCEEDS
All securities sold pursuant to this prospectus will be offered
and sold by the selling stockholders. We will not receive any of
the proceeds from such sales.
MARKET
FOR COMMON STOCK, RELATED STOCKHOLDER MATTERS, PURCHASES OF
EQUITY SECURITIES AND STOCK-BASED COMPENSATION PLANS
Our common stock, $0.01 par value per share, is traded and
quoted on the NYSE under the symbol DRL. As of
July 28, 2010, we had 107,614,606 shares of our common
stock outstanding and 226 registered holders of our common
stock, which does not include beneficial owners whose shares are
held in record names of brokers or nominees.
As of July 28, 2010, 48,412,698 shares of our common
stock, or approximately 45% of the Companys voting
securities, were held by our principal shareholder, Doral
Holdings. Since the formation of Doral Holdings in 2007, these
shares could only be sold upon the approval of at least four out
of five members of the board of directors of Doral GP Ltd., the
general partner of Doral Holdings, L.P. In connection with the
dissolution of Doral Holdings and Doral Holdings, L.P., the
assets of each of Doral Holdings and Doral Holdings, L.P.,
including the shares of our common stock currently held by Doral
Holdings, will be distributed to the direct and indirect
investors in Doral Holdings, L.P. Any such shares that are not
held by investors that are our affiliates will be freely
transferable. Additionally, the shares covered by this
prospectus include 33,485,711 shares of our common stock
currently held by Doral Holdings that will be distributed to
investors, including investors who may be deemed to be our
affiliates, following the dissolution of Doral Holdings.
The table below sets forth, for the calendar quarters indicated,
the high and low closing sales prices.
Calendar |
Price Range | |||||||||||
Year
|
Quarter | High | Low | |||||||||
2010 (3rd
quarter through July 30, 2010)
|
3rd | $ | 2.70 | $ | 2.24 | |||||||
2nd | 6.47 | 2.28 | ||||||||||
1st | 5.22 | 3.08 | ||||||||||
2009
|
4th | $ | 3.80 | $ | 2.63 | |||||||
3rd | 4.26 | 1.83 | ||||||||||
2nd | 5.21 | 1.74 | ||||||||||
1st | 8.44 | 1.80 | ||||||||||
2008
|
4th | $ | 11.48 | $ | 5.10 | |||||||
3rd | 17.80 | 10.90 | ||||||||||
2nd | 24.03 | 13.54 | ||||||||||
1st | 22.42 | 17.53 |
As of July 30, 2010, the closing price for the common stock
as quoted on the NYSE was $2.46 per share. Doral Financial has
not paid quarterly dividends on common stock since
April 25, 2006. For additional information regarding our
dividend policy, please see Dividend Policy in this
prospectus.
For additional information regarding our common stock, related
stockholder matters, the Companys purchases of equity
securities, and the Companys stock-based compensation
plans, please see our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009.
DIVIDEND
POLICY
Doral Financial has not paid quarterly dividends on its common
stock since April 25, 2006, when the Company announced
that, as a prudent capital management decision designed to
preserve and strengthen the Companys capital, our board of
directors had suspended the quarterly dividend on the common
stock.
Our ability to pay dividends in the future is limited by various
regulatory requirements and policies of bank regulatory agencies
having jurisdiction over Doral Financial and its banking
subsidiaries, its earnings,
7
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cash resources and capital needs, general business conditions
and other factors deemed relevant by our board of directors.
Under an existing consent order with the Federal Reserve, Doral
Financial is restricted from paying dividends on its capital
stock without the prior written approval of the Federal Reserve.
Doral Financial is required to request permission for the
payment of dividends on its common stock and preferred stock not
less than 30 days prior to a proposed dividend declaration
date. For the years ended December 31, 2008 and 2007, Doral
Financial received permission from the Federal Reserve to pay
all of the regular monthly cash dividends on the noncumulative
preferred stock and the quarterly cash dividends on the
perpetual convertible preferred stock, but cannot provide
assurance that it would receive approval for the payment of such
dividends in the future.
On March 20, 2009, our board of directors announced that it
had suspended the declaration and payment of all dividends on
all of Doral Financials outstanding series of cumulative
and noncumulative preferred stock. The suspension of dividends
was effective and commenced with the dividends for the month of
April 2009 for Doral Financials three then outstanding
series of noncumulative preferred stock, and the dividends for
the second quarter of 2009 for Doral Financials one
outstanding series of cumulative preferred stock. We will be
unable to pay dividends on the common stock unless and until we
resume payments of dividends on our preferred stock.
If we do not pay dividends in full on our noncumulative
preferred stock for 18 consecutive monthly periods, or pay
dividends in full on our perpetual convertible preferred stock
for consecutive dividend periods containing in the aggregate a
number of days equivalent to six fiscal quarters, the holders of
our preferred stock, all acting together as a single class,
would have the right to elect two additional members of our
board of directors.
DESCRIPTION
OF OUR CAPITAL STOCK
Set forth below is a description of the material terms of our
capital stock. However, this description is not complete and is
qualified by reference to our certificate of incorporation
(including our certificates of designation) and bylaws. Copies
of our certificate of incorporation (including our certificates
of designation) and bylaws are available from us upon request.
These documents have also been filed with the SEC. Please see
Where You Can Find More Information in this
prospectus.
Authorized
And Outstanding Capital Stock
Our authorized capital stock consists of 300,000,000 shares
of common stock, $0.01 par value per share, and
40,000,000 shares of preferred stock, $1.00 par value
per share. As of July 28, 2010, there were
107,614,606 shares of common stock outstanding and
5,904,867 shares of preferred stock outstanding, comprised
of 950,166 shares of our 7.00% Noncumulative Monthly Income
Preferred Stock, Series A, 1,331,694 shares of our
8.35% Noncumulative Monthly Income Preferred Stock,
Series B, 2,716,005 shares of our 7.25% Noncumulative
Monthly Income Preferred Stock, Series C,
813,526 shares of our 4.75% Perpetual Cumulative
Convertible Preferred Stock and 93,476 shares of our
Mandatorily Convertible Preferred Stock.
Common
Stock
Holders of our common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of
shareholders. Subject to preferences that may be applicable to
any outstanding preferred stock, holders of our common stock are
entitled to receive ratably such dividends as may be declared by
our board of directors out of funds legally available for
dividends. In the event of our liquidation or dissolution,
holders of our common stock are entitled to share ratably in all
assets remaining after payment of liabilities and the
liquidation preference of any outstanding preferred stock. All
of the outstanding shares of common stock are duly authorized,
validly issued, fully paid and nonassessable. As of
July 28, 2010, there were 107,614,606 shares of common
stock outstanding.
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Preferred
Stock
As of July 28, 2010, we had 33,730,135 shares of
authorized but unissued preferred stock, which are undesignated.
Our board of directors has the authority, without further
shareholder approval, to issue shares of preferred stock from
time to time in one or more series, with such voting powers or
without voting powers, and with such designations, preferences
and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions, as will be set
forth in the resolutions providing therefor.
While providing desirable flexibility for possible acquisitions
and other corporate purposes, and eliminating delays associated
with a shareholder vote on specific issuances, the issuance of
preferred stock could adversely affect the voting power of
holders of common stock, as well as dividend and liquidation
payments on both common and preferred stock. It also could have
the effect of delaying, deferring or preventing a change in
control.
General
Under our certificate of incorporation, our board of directors
is authorized, without further stockholder action, to issue up
to 40,000,000 shares of preferred stock, $1.00 par
value per share, in one or more series, and to determine the
designations, preferences, limitations and relative or other
rights of the preferred stock or any series thereof. For each
series, the board of directors will determine the designations,
preferences, limitations and relative or other rights thereof,
including but not limited to the following relative rights and
preferences, as to which there may be variations among different
series:
(a) the rate or rates (which may be floating, variable or
adjustable), or the method of determining such rate or rates and
the times and manner of payment of dividends, if any (and
whether such payment should be in cash or securities);
(b) whether shares may be redeemed or purchased, in whole
or in part, at the option of the holder or the Company and, if
so, the price or prices and the terms and conditions of such
redemption or purchase;
(c) the amount payable upon shares in the event of
voluntary or involuntary liquidation, dissolution or other
winding up of the Company;
(d) sinking fund provisions, if any, for the redemption or
purchase of shares;
(e) the terms and conditions, if any, on which shares may
be converted or exchanged into shares of common stock or other
capital stock or securities of the Company;
(f) voting rights, if any; and
(g) any other rights and preferences of such shares, to the
full extent now or hereafter permitted by the laws of the
Commonwealth of Puerto Rico.
All shares of preferred stock (i) will rank senior to the
common stock in respect of the right to receive dividends and
the right to receive payments out of the assets of the Company
upon voluntary or involuntary liquidation, dissolution or
winding up of the Company, (ii) will be of equal rank,
regardless of series, and (iii) will be identical in all
respects except as provided in (a) through (g) above.
The shares of any series of preferred stock will be identical
with each other in all respects except as to the dates from and
after which dividends thereof will be cumulative. In case the
stated dividends or the amounts payable on liquidation are not
paid in full, the shares of all series of preferred stock will
share ratably in the payment of dividends, including
accumulations, if any, in accordance with the sums which would
be payable on said shares if all dividends were declared and
paid in full, and in any distribution of assets other than by
way of dividends in accordance with the sums which would be
payable on such distribution if all sums payable were discharged
in full.
The board of directors will have the authority to determine the
number of shares that will comprise each series. Unless
otherwise provided in the resolution establishing such series,
all shares of preferred stock redeemed, retired by sinking fund
payment, repurchased by the Company or converted into common
stock will have the status of authorized but unissued shares of
preferred stock undesignated as to series.
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No holder of shares of preferred stock will be entitled as a
matter of right to subscribe for or purchase, or have any
preemptive right with respect to, any part of any new or
additional issue of stock of any class whatsoever, or of
securities convertible into any stock of any class whatsoever,
whether now or hereafter authorized and whether issued for cash
or other consideration or by way of dividend.
Outstanding
Preferred Stock
On February 22, 1999, the Company issued
1,495,000 shares of its Series A preferred stock at a
price of $50.00 per share, its liquidation preference. During
2008, the Company paid dividends of $3.50 per share (an
aggregate of $5.2 million). The Series A preferred
stock may be redeemed at the option of the Company beginning
February 28, 2004, at varying redemption prices that start
at $51.00 per share. As of July 28, 2010, there were
950,166 shares of the Series A preferred stock
outstanding.
On August 31, 2000, the Company issued
2,000,000 shares of its Series B preferred stock at a
price of $25.00 per share, its liquidation preference. During
2008, the Company paid dividends of $2.0875 per share (an
aggregate of $4.2 million). The 8.35% preferred stock may
be redeemed at the option of the Company beginning on
September 30, 2005, at varying redemption prices that start
at $25.50 per share. As of July 28, 2010, there were
1,331,694 shares of the Series B preferred stock
outstanding.
During the second quarter of 2002, the Company issued
4,140,000 shares of its Series C preferred stock at a
price of $25.00 per share, its liquidation preference. During
2008, the Company paid dividends of $1.8125 per share (an
aggregate of $7.5 million). The Series C preferred
stock may be redeemed at the option of the Company beginning on
May 31, 2007, at varying redemption prices starting at
$25.50 per share. As of July 28, 2010, there were 2,716,005
of the Series C preferred stock outstanding.
On September 29, 2003 and October 8, 2003, the Company
issued 1,200,000 shares and 180,000 shares,
respectively, of its perpetual convertible preferred stock
having a liquidation preference of $250 per share in a private
offering to qualified institutional buyers pursuant to
Rule 144A. Each share of perpetual convertible preferred
stock is currently convertible into 0.31428 shares of
common stock, subject to adjustment under specific conditions.
During 2008, the Company paid dividends of $11.875 per share (an
aggregate of $16.4 million), on the perpetual convertible
preferred stock. As of July 28, 2010, there were
813,526 shares of the perpetual convertible preferred stock
outstanding.
On April 21, 2010 and April 22, 2010, the Company
issued directly to investors 177,000 shares and
3,000 shares, respectively, of its Mandatorily Convertible
Preferred Stock in a private offering to accredited investors
pursuant to Regulation D. In addition, on April 21,
2010 and April 22, 2010, the Company issued into escrow
101,260 shares and 3,742 shares, respectively, of its
Mandatorily Convertible Preferred Stock. On May 3, 2010,
all 105,002 shares of Mandatorily Convertible Preferred
Stock were released from escrow to investors. Each share of
Mandatorily Convertible Preferred Stock is currently convertible
into 210.52631 shares of common stock, subject to standard
anti-dilution adjustments. As of the date hereof, there has been
no adjustment to the conversion rate. The Mandatorily
Convertible Preferred Stock ranks on parity with the
Companys Series A preferred stock, Series B
preferred stock, Series C preferred stock and perpetual
convertible preferred stock, with respect to dividend rights and
rights upon liquidation, winding up or dissolution. As of
July 28, 2010, there were 93,476 shares of our
Mandatorily Convertible Preferred Stock outstanding.
The Mandatorily Convertible Preferred Stock of each holder is
mandatorily convertible into shares of our common stock at an
initial conversion price of $4.75 per share (or up to
60,000,421 shares of common stock), subject to adjustment,
following the latest of: (1) the receipt by the Company of
stockholder approval (described below); (2) if applicable
to the holders conversion, the expiration or termination
of any waiting period under the HSR Act applicable to such
holder; and (3) in the case of an investor that is a direct
or indirect investor in Doral Holdings, the earlier of
(a) the date on which the registration statement of which
this prospectus forms a part has been declared effective and
(b) October 18, 2010 (the 180th day after the
date of first issue of the Mandatorily Convertible Preferred
Stock), provided that such investor may delay conversion until
after the dissolution of Doral Holdings and Doral Holdings, L.P.
However, if a holder owns or would own following conversion,
directly or indirectly, in excess of 9.9% of the Companys
outstanding voting
10
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securities (4.9% for a purchaser that is subject to the Bank
Holding Company Act of 1956, as amended), Mandatorily
Convertible Preferred Stock owned by such holder will not be
converted on the mandatory conversion date to the extent it
would exceed this threshold.
We agreed in the Stock Purchase Agreement to seek stockholder
approval of the issuance of common stock into which the
Mandatorily Convertible Preferred Stock is convertible in
accordance with the requirements of the NYSE. A special meeting
of stockholders was held on June 28, 2010 at which
stockholders approved the issuance of up to
60,000,421 shares of our common stock upon conversion of
the 285,002 shares of the Mandatorily Convertible Preferred
Stock. If stockholder approval had not been given for the
conversion by October 18, 2010 (180 days after the
date of first issue of the Mandatorily Convertible Preferred
Stock), the conversion price would have been reduced by 1.0%
every 90 days thereafter until stockholder approval was
obtained, subject to a maximum reduction of 10%. Under the
Cooperation Agreement, the Holdings Parties agreed that Doral
Holdings, our principal shareholder, would vote its shares of
common stock in favor of authorizing the issuance of common
stock upon the conversion of the Mandatorily Convertible
Preferred Stock and against any action that would compete with
or impede or interfere with the conversion. Additionally, Doral
GP Ltd. agreed to cause the dissolution of each of Doral
Holdings and Doral Holdings, L.P. after receipt of the
stockholder approval, promptly following the earlier of the
effectiveness of this registration statement and
October 17, 2010 (the 180th day after the funding date
under the Stock Purchase Agreement), and not to transfer any of
its shares of common stock or voluntarily dissolve prior to that
time.
The terms of the Companys preferred stock do not permit
the Company to declare, set apart or pay any dividends or make
any other distribution of assets, or redeem, purchase, set apart
or otherwise acquire shares of the common stock, or any other
class of the Companys stock ranking junior to the
preferred stock, unless all accrued and unpaid dividends on the
preferred stock and any parity stock, at the time those
dividends are payable, have been paid and the full dividend on
the preferred stock for the current dividend period is
contemporaneously declared and paid or set aside for payment.
The terms of the preferred stock provide that if the Company is
unable to pay in full dividends on the preferred stock and other
shares of stock of equal rank as to the payment of dividends,
all dividends declared upon the preferred stock and such other
shares of stock be declared pro rata.
On March 20, 2009, our board of directors announced that it
had suspended the declaration and payment of all dividends on
all of the Companys outstanding series of cumulative and
noncumulative preferred stock. The suspension of dividends was
effective and commenced with the dividends for the month of
April 2009 for the Companys three then outstanding series
of noncumulative preferred stock, and the dividends for the
second quarter of 2009 for the Companys one outstanding
series of cumulative preferred stock (See Dividend
Policy in this prospectus).
The ability of the Company to pay dividends in the future is
limited by the consent order entered into with the Federal
Reserve and by various restrictive covenants contained in the
debt agreements of the Company, the earnings, cash position and
capital needs of the Company, general business conditions and
other factors deemed relevant by the Companys board of
directors.
Current regulations limit the amount in dividends that Doral
Bank PR and Doral Bank NY may pay. Payment of such dividends is
prohibited if, among other things, the effect of such payment
would cause the capital of Doral Bank PR or Doral Bank NY to
fall below the regulatory capital requirements. The Federal
Reserve Board has issued a policy statement that provides that
insured banks and financial holding companies should generally
pay dividends only out of current operating earnings. In
addition, the Companys consent order with the Federal
Reserve does not permit the Company to receive dividends from
Doral Bank PR unless the payment of such dividends has been
approved by the FDIC. Dividends paid from a U.S. subsidiary
to certain qualifying corporations such as the Company are
generally subject to a 10% withholding tax under the provisions
of the U.S. Internal Revenue Code.
Stockholder
Action
Except as otherwise provided by law or in our certificate of
incorporation or bylaws, all questions submitted to stockholders
will be decided by a majority of the votes cast.
11
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Transfer
Agent And Registrar
Mellon Investor Services LLC is the transfer agent and registrar
for our common stock, our four outstanding series of
noncumulative preferred stock and our perpetual convertible
preferred stock.
Anti-Takeover
Provisions
Our certificate of incorporation, bylaws and banking laws
include a number of provisions which may have the effect of
encouraging persons considering unsolicited tender offers or
other unilateral takeover proposals to negotiate with our board
of directors rather than pursue non-negotiated takeover attempts.
These provisions include an authorized blank check preferred
stock and the availability of authorized but unissued common
stock.
Regulatory
Restrictions under Banking Laws
The regulatory restrictions described in the
Business Regulation and Supervision
section of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009, which is
incorporated by reference herein, may have the effect of
discouraging takeover attempts against the Company and may limit
the ability of persons, other than the Company directors duly
authorized by the Companys board of directors, to solicit
or exercise proxies, or otherwise exercise voting rights, in
connection with matters submitted to a vote of the
Companys stockholders.
12
Table of Contents
SELLING
STOCKHOLDERS
This prospectus covers 91,986,097 shares of our common
stock that the selling stockholders may offer for resale from
time to time and includes 58,500,386 shares of our common
stock to be issued by us upon conversion of 277,877 shares
of Mandatorily Convertible Preferred Stock and
33,485,711 shares of our common stock currently held by
Doral Holdings, which will be distributed to the direct and
indirect investors in Doral Holdings, L.P. in connection with
the dissolution of Doral Holdings and Doral Holdings, L.P. (the
Doral Holdings Shares). As of July 28, 2010,
191,526 shares of Mandatorily Convertible Preferred Stock
had been converted into 40,321,236 shares of common stock.
The shares of Mandatorily Convertible Preferred Stock were
issued on April 21, 2010 and April 22, 2010 in a
private placement at a purchase price of $1,000 per share
pursuant to the Stock Purchase Agreement. The Doral Holdings
Shares were issued and sold to Doral Holdings in a private sale
on July 19, 2007 for an aggregate purchase price of
$610 million, or approximately $12.60 per share. In the
Stock Purchase Agreement and Cooperation Agreement, we agreed to
file a registration statement covering the resale of common
stock, including common stock into which the Mandatorily
Convertible Preferred Stock is convertible and the Doral
Holdings Shares. We are registering the securities on a
registration statement on
Form S-1,
of which this prospectus forms a part. The securities are being
registered to permit public secondary trading of the securities,
and the selling stockholders may offer the securities for resale
from time to time after the effective date of the registration
statement.
The table below reads as follows:
| The first column lists the selling stockholders and other information regarding the stock ownership of each of the selling stockholders. | |
| The second column lists the number of shares of Mandatorily Convertible Preferred Stock owned by each selling stockholder prior to conversion into common stock. |
| The third column lists the number of shares of common stock issued or to be issued to each selling stockholder upon conversion of the Mandatorily Convertible Preferred Stock (assuming the conversion of all shares of the Mandatorily Convertible Preferred Stock). |
| The fourth column lists the number of shares of common stock to be distributed by Doral Holdings to each selling stockholder in connection with the dissolution of Doral Holdings and Doral Holdings, L.P. |
| The fifth column lists the number of shares of common stock owned by each selling stockholder as of July 28, 2010, and includes (i) the shares of common stock to be issued to the selling stockholder upon conversion of the Mandatorily Convertible Preferred Stock (assuming the conversion of all shares of the Mandatorily Convertible Preferred Stock), (ii) the shares of common stock to be distributed by Doral Holdings to the selling stockholder in connection with the dissolution of Doral Holdings and Doral Holdings, L.P., and (iii) any other shares of Doral Financial Corporation common stock held by the selling stockholder (none of which are being offered by this prospectus). |
| The sixth column lists the shares of common stock being offered under this prospectus by each of the selling stockholders and assumes the conversion of all shares of the Mandatorily Convertible Preferred Stock and the dissolution of Doral Holdings. | |
| The seventh column lists the shares of common stock owned following the offering pursuant to this prospectus and assumes the selling stockholders sell all the common stock offered by this prospectus. |
| The eighth column indicates the percentage of common stock to be owned by each selling stockholder after completion of the offering pursuant to this prospectus based on the number of shares of common stock outstanding as of July 28, 2010 plus 19,679,157 shares of common stock (the maximum number of shares to be issued upon conversion of the remaining 93,476 shares of Mandatorily Convertible Preferred Stock). |
The amounts set forth below are based upon information provided
to us by representatives of the selling stockholders, or on our
records, and are accurate to the best of our knowledge as of the
date specified below. It is possible, however, that the selling
stockholders may acquire or dispose of additional shares of
common
13
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stock from time to time after the date of this prospectus. We
cannot assure you that the selling stockholders will sell all or
any portion of the securities offered hereby.
Irving Place Capital, Perry Capital, LLC, Marathon Special
Opportunity Master Fund, Ltd., Tennenbaum Capital Partners, LLC
and D. E. Shaw & Co., L.P. each serve as one of the
five designating members of Doral GP Ltd., which is the general
partner of Doral Holdings, L.P., which is the managing member of
Doral Holdings, our principal shareholder. Each entity (or
affiliates of each entity) will receive shares of our common
stock upon the dissolution of Doral Holdings and Doral Holdings,
L.P. and Marathon Special Opportunity Master Fund, Ltd.,
Tennenbaum Capital Partners, LLC and affiliates of Perry
Capital, LLC participated in the private placement.
David E. King, Mark I. Kleinman and Howard M.
Levkowitz are each members of our board of directors and senior
managing directors of Irving Place Capital, Marathon Asset
Management L.P. and Tennenbaum Capital Partners, LLC,
respectively. None of Mr. King, Mr. Kleinman or
Mr. Levkowitz has voting or dispositive power over the
applicable shares of preferred or common stock and each
disclaims beneficial ownership of such shares. Additionally, an
employee of an affiliate of Perry Capital, LLC has in the past
served as a member of our board of directors. Irving Place
Capital also provides various advisory services to the Company
under an advisory services agreement, for which Irving Place
Capital is compensated.
Lesbia Blanco, Douglas L. Jacobs, Christopher C. Poulton, Robert
E. Wahlman and Glen R. Wakeman are each one of our executive
officers
and/or a
member of our board of directors.
No other selling stockholder has, or within the past three years
has had, any position, office, or other material relationship
with us.
The majority of the shares of common stock to be issued upon the
conversion of the Mandatorily Convertible Preferred Stock will
be issued to existing stockholders or to stockholders whose
investments are under common control or management with existing
stockholders.
Shares of |
||||||||||||||||||||||||||||
Shares of |
Shares of |
Common |
||||||||||||||||||||||||||
Mandatorily |
Common |
Stock to be |
Total of |
Shares of |
||||||||||||||||||||||||
Convertible |
Stock |
Distributed to |
All Shares of |
Common Stock |
Shares of |
Percentage |
||||||||||||||||||||||
Preferred Stock |
Owned |
Holder Upon |
Common Stock |
Offered |
Common |
of Common |
||||||||||||||||||||||
Owned Prior to |
Upon |
Dissolution of |
Owned by |
by this |
Stock Owned |
Stock Owned |
||||||||||||||||||||||
Name of Selling Stockholder
|
Conversion | Conversion(1) | Doral Holdings(1) | Holder(1) | Prospectus(1) | Post-Offering(2) | Post-Offering(3) | |||||||||||||||||||||
Alden Global Distressed Opportunities Master Fund, L.P.
|
4,750 | 1,000,000 | 0 | 1,000,000 | 1,000,000 | 0 | * | |||||||||||||||||||||
Anchorage Capital Master Offshore, Ltd.
|
23,750 | 5,000,000 | 1,454,294 | 6,454,294 | 6,454,294 | 0 | * | |||||||||||||||||||||
Ari Capital Partners, L.L.L.P.
|
226 | 47,578 | 306,167 | 353,745 | 353,745 | 0 | * | |||||||||||||||||||||
Bay Pond Investors (Bermuda) L.P.(5)
|
3,977 | 837,263 | 0 | 837,263 | 837,263 | 0 | * | |||||||||||||||||||||
Bay Pond Partners, L.P.(5)
|
6,710 | 1,412,631 | 0 | 1,412,631 | 1,412,631 | 0 | * | |||||||||||||||||||||
Berggruen Holdings Ltd.(6)
|
6,413 | 1,350,105 | 1,530,836 | 2,880,941 | 2,880,941 | 0 | * | |||||||||||||||||||||
Canyon Balanced Master Fund, Ltd.(4)(7)
|
1,506 | 317,052 | 306,167 | 623,219 | 623,219 | 0 | * | |||||||||||||||||||||
Canyon-GRF Master Fund, L.P.(4)(7)
|
1,449 | 305,052 | 0 | 305,052 | 305,052 | 0 | * | |||||||||||||||||||||
Canyon Value Realization Fund, L.P.(4)(7)
|
3,577 | 753,052 | 727,147 | 1,480,199 | 1,480,199 | 0 | * | |||||||||||||||||||||
Capital Ventures International(4)(8)
|
2,375 | 500,000 | 0 | 500,000 | 500,000 | 0 | * | |||||||||||||||||||||
Christopher C. Poulton
|
48 | 10,105 | 0 | 11,605 | 10,105 | 1,500 | * | |||||||||||||||||||||
Citadel Equity Fund Ltd.(4)(9)
|
9,500 | 2,000,000 | 0 | 2,000,000 | 2,000,000 | 0 | * | |||||||||||||||||||||
Deferred Compensation Plan for Employees of the City of New York
and Related Agencies and Instrumentalities (Nominee:
MAC & Co.)(10)
|
390 | 82,105 | 0 | 82,105 | 82,105 | 0 | * | |||||||||||||||||||||
D. E. Shaw Laminar Acquisition Holdings 2, L.L.C. and certain
affiliates(4)(11)
|
0 | 0 | 4,454,733 | 4,530,815 | 4,454,733 | 76,082 | * | |||||||||||||||||||||
Douglas L. Jacobs
|
0 | 0 | 3,936 | 3,936 | 3,936 | 0 | * | |||||||||||||||||||||
Eton Park Fund, L.P.(12)
|
7,676 | 1,616,000 | 1,339,482 | 2,955,482 | 2,955,482 | 0 | * | |||||||||||||||||||||
Eton Park Master Fund, Ltd.(12)
|
14,256 | 3,001,263 | 2,487,609 | 5,488,872 | 5,488,872 | 0 | * | |||||||||||||||||||||
Financial Stocks Capital Partners V L.P.(13)
|
8,550 | 1,800,000 | 0 | 1,800,000 | 1,800,000 | 0 | * | |||||||||||||||||||||
Finvest Capital Limited(4)(7)
|
0 | 0 | 1,569,107 | 1,569,107 | 1,569,107 | 0 | * | |||||||||||||||||||||
First Opportunity Fund, Inc. (Nominee: Hare & Co.)(14)
|
925 | 194,736 | 0 | 194,736 | 194,736 | 0 | * |
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Shares of |
||||||||||||||||||||||||||||
Shares of |
Shares of |
Common |
||||||||||||||||||||||||||
Mandatorily |
Common |
Stock to be |
Total of |
Shares of |
||||||||||||||||||||||||
Convertible |
Stock |
Distributed to |
All Shares of |
Common Stock |
Shares of |
Percentage |
||||||||||||||||||||||
Preferred Stock |
Owned |
Holder Upon |
Common Stock |
Offered |
Common |
of Common |
||||||||||||||||||||||
Owned Prior to |
Upon |
Dissolution of |
Owned by |
by this |
Stock Owned |
Stock Owned |
||||||||||||||||||||||
Name of Selling Stockholder
|
Conversion | Conversion(1) | Doral Holdings(1) | Holder(1) | Prospectus(1) | Post-Offering(2) | Post-Offering(3) | |||||||||||||||||||||
FSI Skyline Fund OC, Ltd.(13)
|
950 | 200,000 | 0 | 200,000 | 200,000 | 0 | * | |||||||||||||||||||||
Future Fund Board of Guardians(15)
|
1,103 | 232,210 | 0 | 232,210 | 232,210 | 0 | * | |||||||||||||||||||||
Glen R. Wakeman
|
48 | 10,105 | 306,167 | 349,401 | 316,272 | 33,129 | * | |||||||||||||||||||||
GLG North American Opportunity Fund(16)
|
2,375 | 500,000 | 0 | 500,000 | 500,000 | 0 | * | |||||||||||||||||||||
GN3 SIP Ltd.
|
1,306 | 274,947 | 0 | 274,947 | 274,947 | 0 | * | |||||||||||||||||||||
GoldenTree Master Fund, Ltd.
|
7,173 | 1,510,105 | 0 | 1,510,105 | 1,510,105 | 0 | * | |||||||||||||||||||||
GoldenTree Master Fund II, Ltd.
|
1,021 | 214,947 | 0 | 214,947 | 214,947 | 0 | * | |||||||||||||||||||||
Goldman Sachs Investment Partners Master Fund, L.P.(4)(17)
|
7,125 | 1,500,000 | 3,061,673 | 4,561,673 | 4,561,673 | 0 | * | |||||||||||||||||||||
Gordel Holdings Limited(18)
|
202 | 42,526 | 0 | 42,526 | 42,526 | 0 | * | |||||||||||||||||||||
IAM Mini-Fund 21 Limited(19)
|
464 | 97,684 | 0 | 97,684 | 97,684 | 0 | * | |||||||||||||||||||||
Interfund SICAV:
Sub-fund Interfund
Equity USA(20)
|
2,375 | 500,000 | 0 | 500,000 | 500,000 | 0 | * | |||||||||||||||||||||
IPC Advisors III, L.P.
|
0 | 0 | 76,541 | 76,541 | 76,541 | 0 | * | |||||||||||||||||||||
Irving Place Capital III Feeder Fund, L.P.
|
0 | 0 | 42,622 | 42,622 | 42,622 | 0 | * | |||||||||||||||||||||
Irving Place Capital Partners III (Cayman), L.P.
|
0 | 0 | 1,817,461 | 1,817,461 | 1,817,461 | 0 | * | |||||||||||||||||||||
Ithan Creek Master Investment Partnership (Cayman) II, L.P.(5)
|
497 | 104,631 | 0 | 104,631 | 104,631 | 0 | * | |||||||||||||||||||||
Ithan Creek Master Investors (Cayman) L.P.(5)
|
4,887 | 1,028,842 | 0 | 1,028,842 | 1,028,842 | 0 | * | |||||||||||||||||||||
James D. Marver
|
48 | 10,105 | 11,807 | 21,912 | 21,912 | 0 | * | |||||||||||||||||||||
Jefferies Dakota Master Fund, Ltd.(4)(21)
|
4,899 | 1,031,368 | 0 | 1,031,368 | 1,031,368 | 0 | * | |||||||||||||||||||||
John Hancock Bank and Thrift Opportunities Fund(22)
|
2,896 | 609,684 | 0 | 609,684 | 609,684 | 0 | * | |||||||||||||||||||||
John Hancock Financial Industries Fund(22)
|
2,461 | 518,105 | 0 | 518,105 | 518,105 | 0 | * | |||||||||||||||||||||
John Hancock Regional Bank Fund(22)
|
5,544 | 1,167,157 | 0 | 1,167,157 | 1,167,157 | 0 | * | |||||||||||||||||||||
Juggernaut Fund, L.P.
|
10,688 | 2,250,105 | 0 | 2,250,105 | 2,250,105 | 0 | * | |||||||||||||||||||||
LaM Financial Holdings, Ltd, L.L.L.P.
|
226 | 47,578 | 321,910 | 369,488 | 369,488 | 0 | * | |||||||||||||||||||||
Leo R. Jalenak, Jr.
|
90 | 18,947 | 0 | 18,947 | 18,947 | 0 | * | |||||||||||||||||||||
Lerner Enterprises, LLC(15)
|
142 | 29,894 | 0 | 29,894 | 29,894 | 0 | * | |||||||||||||||||||||
Lesbia Blanco
|
48 | 10,105 | 0 | 11,559 | 10,105 | 1,454 | * | |||||||||||||||||||||
LICR Fund, Inc. (Nominee: MAC & Co.)(10)
|
54 | 11,368 | 0 | 11,368 | 11,368 | 0 | * | |||||||||||||||||||||
Lion De Leeuw Investments, LLC
|
48 | 10,105 | 1,968 | 12,073 | 12,073 | 0 | * | |||||||||||||||||||||
LMA SPC for and on behalf of MAP 69 Segregated Portfolio(23)
|
9,351 | 1,968,631 | 0 | 1,968,631 | 1,968,631 | 0 | * | |||||||||||||||||||||
MACVest 1, Ltd.(4)(7)
|
0 | 0 | 76,542 | 76,542 | 76,542 | 0 | * | |||||||||||||||||||||
Malta Hedge Fund, L.P. (Sandler ONeil Asset Management,
LLC)(24)
|
537 | 113,052 | 0 | 116,252 | 113,052 | 3,200 | * | |||||||||||||||||||||
Malta Hedge Fund II, L.P. (Sandler ONeil Asset
Management, LLC)(24)
|
3,081 | 648,631 | 0 | 667,231 | 648,631 | 18,600 | * | |||||||||||||||||||||
Malta MLC Fund, L.P. (Sandler ONeil Asset Management,
LLC)(24)
|
1,579 | 332,421 | 0 | 345,921 | 332,421 | 13,500 | * | |||||||||||||||||||||
Malta MLC Offshore, Ltd. (Sandler ONeil Asset Management,
LLC)(24)
|
356 | 74,947 | 0 | 78,047 | 74,947 | 3,100 | * | |||||||||||||||||||||
Malta Offshore, Ltd. (Sandler ONeil Asset Management,
LLC)(24)
|
1,064 | 224,000 | 0 | 230,300 | 224,000 | 6,300 | * | |||||||||||||||||||||
Malta Partners, L.P. (Sandler ONeil Asset Management,
LLC)(24)
|
152 | 32,000 | 0 | 32,900 | 32,000 | 900 | * | |||||||||||||||||||||
Malta Titan Fund, L.P. (Sandler ONeil Asset Management,
LLC)(24)
|
3,919 | 825,052 | 0 | 871,952 | 825,052 | 46,900 | * | |||||||||||||||||||||
Marathon Special Opportunity Master Fund, Ltd.
|
15,675 | 3,300,000 | 4,539,991 | 7,839,991 | 7,839,991 | 0 | * |
15
Table of Contents
Shares of |
||||||||||||||||||||||||||||
Shares of |
Shares of |
Common |
||||||||||||||||||||||||||
Mandatorily |
Common |
Stock to be |
Total of |
Shares of |
||||||||||||||||||||||||
Convertible |
Stock |
Distributed to |
All Shares of |
Common Stock |
Shares of |
Percentage |
||||||||||||||||||||||
Preferred Stock |
Owned |
Holder Upon |
Common Stock |
Offered |
Common |
of Common |
||||||||||||||||||||||
Owned Prior to |
Upon |
Dissolution of |
Owned by |
by this |
Stock Owned |
Stock Owned |
||||||||||||||||||||||
Name of Selling Stockholder
|
Conversion | Conversion(1) | Doral Holdings(1) | Holder(1) | Prospectus(1) | Post-Offering(2) | Post-Offering(3) | |||||||||||||||||||||
Mariner-Tricadia Credit Strategies Master Fund, Ltd.(25)
|
1,663 | 350,105 | 0 | 350,105 | 350,105 | 0 | * | |||||||||||||||||||||
MassMutual Select Small Cap Growth Equity Fund (Nominee:
Aurora & Co.)(26)
|
202 | 42,526 | 0 | 42,526 | 42,526 | 0 | * | |||||||||||||||||||||
MML Small Cap Growth Equity Fund (Nominee: Aurora &
Co.)(26)
|
130 | 27,368 | 0 | 27,368 | 27,368 | 0 | * | |||||||||||||||||||||
Nomura Waterstone Market Neutral Fund(19)
|
106 | 22,315 | 0 | 22,315 | 22,315 | 0 | * | |||||||||||||||||||||
Oak Hill Credit Opportunities Financing, Ltd.(15)
|
2,107 | 443,578 | 0 | 443,578 | 443,578 | 0 | * | |||||||||||||||||||||
OConnor Global Multi-Strategy Alpha Master Limited(27)
|
2,375 | 500,000 | 0 | 500,000 | 500,000 | 0 | * | |||||||||||||||||||||
OHA Strategic Credit Master Fund, L.P.(15)
|
2,258 | 475,368 | 0 | 475,368 | 475,368 | 0 | * | |||||||||||||||||||||
OHA Strategic Credit Master Fund II, L.P.(15)
|
633 | 133,263 | 0 | 133,263 | 133,263 | 0 | * | |||||||||||||||||||||
OHSF Financing, Ltd.(15)
|
3,257 | 685,684 | 0 | 685,684 | 685,684 | 0 | * | |||||||||||||||||||||
OZ Global Special Investments Master Fund, LP(28)
|
326 | 68,631 | 0 | 68,631 | 68,631 | 0 | * | |||||||||||||||||||||
OZ Master Fund, Ltd.(29)
|
6,492 | 1,366,736 | 0 | 1,366,736 | 1,366,736 | 0 | * | |||||||||||||||||||||
OZ Select Master Fund, Ltd.(30)
|
105 | 22,105 | 0 | 22,105 | 22,105 | 0 | * | |||||||||||||||||||||
Perry Partners International, Inc.
|
5,321 | 1,120,210 | 3,316,763 | 4,524,498 | 4,436,973 | 87,525 | * | |||||||||||||||||||||
Perry Partners LP
|
1,804 | 379,789 | 1,099,699 | 1,516,963 | 1,479,488 | 37,475 | * | |||||||||||||||||||||
PM Manager Fund, SPC., on behalf of and for the account of
Segregated Portfolio 23(13)
|
2,375 | 500,000 | 0 | 500,000 | 500,000 | 0 | * | |||||||||||||||||||||
Prime Capital Master SPC, GOT WAT MAC Segregated Portfolio(19)
|
320 | 67,368 | 0 | 67,368 | 67,368 | 0 | * | |||||||||||||||||||||
Public Employees Retirement System of Mississippi
(Nominee: MAC & Co.)(10)
|
532 | 112,000 | 0 | 112,000 | 112,000 | 0 | * | |||||||||||||||||||||
Quintessence Fund L.P.(31)
|
234 | 49,263 | 0 | 49,263 | 49,263 | 0 | * | |||||||||||||||||||||
QVT Fund LP(31)
|
2,141 | 450,736 | 0 | 450,736 | 450,736 | 0 | * | |||||||||||||||||||||
Randall C. Bassett
|
5 | 1,052 | 1,914 | 2,966 | 2,966 | 0 | * | |||||||||||||||||||||
Randolph Street Ventures, L.P.
2006-3B
|
0 | 0 | 73,692 | 73,692 | 73,692 | 0 | * | |||||||||||||||||||||
Randolph Street Ventures, L.P.
2006-3C
|
22 | 4,631 | 0 | 4,631 | 4,631 | 0 | * | |||||||||||||||||||||
Robert E. Wahlman
|
238 | 50,105 | 0 | 50,105 | 50,105 | 0 | * | |||||||||||||||||||||
Samlyn Offshore Master Fund, Ltd.
|
6,778 | 1,426,947 | 0 | 1,426,947 | 1,426,947 | 0 | * | |||||||||||||||||||||
Samlyn Onshore Fund, LP
|
7,472 | 1,573,052 | 0 | 1,573,052 | 1,573,052 | 0 | * | |||||||||||||||||||||
Scott R. Royster
|
24 | 5,052 | 13,558 | 18,610 | 18,610 | 0 | * | |||||||||||||||||||||
Senvest Master Fund LP
|
7,125 | 1,500,000 | 0 | 2,203,102 | 1,500,000 | 703,102 | * | |||||||||||||||||||||
SOAM Capital Partners, L.P. (Sandler ONeil Asset
Management, LLC)(24)
|
2,375 | 500,000 | 0 | 500,000 | 500,000 | 0 | * | |||||||||||||||||||||
Special Value Continuation Partners, LP
|
1,070 | 225,263 | 852,532 | 1,077,795 | 1,077,795 | 0 | * | |||||||||||||||||||||
Special Value Expansion Fund, LLC
|
399 | 84,000 | 317,799 | 401,799 | 401,799 | 0 | * | |||||||||||||||||||||
Special Value Opportunities Fund, LLC
|
1,837 | 386,736 | 1,462,862 | 1,849,598 | 1,849,598 | 0 | * | |||||||||||||||||||||
Stan Makson
|
11 | 2,315 | 0 | 2,315 | 2,315 | 0 | * | |||||||||||||||||||||
Structured Credit Opportunities Fund II, L.P.(25)
|
712 | 149,894 | 0 | 149,894 | 149,894 | 0 | * | |||||||||||||||||||||
Tennenbaum Opportunities Partners V, LP
|
2,394 | 504,000 | 1,906,796 | 2,410,796 | 2,410,796 | 0 | * | |||||||||||||||||||||
The Canyon Value Realization Master Fund, L.P.
|
7,718 | 1,624,842 | 0 | 1,624,842 | 1,624,842 | 0 | * | |||||||||||||||||||||
Timothy R. Chrisman
|
48 | 10,105 | 3,936 | 14,041 | 14,041 | 0 | * | |||||||||||||||||||||
Vanguard Explorer Fund (Nominee: Vanguard Explorer Fund
c/o Brown
Brothers Harriman & Co.)(32)
|
2,872 | 604,631 | 0 | 604,631 | 604,631 | 0 | * | |||||||||||||||||||||
Waterstone Market Neutral Mac51, Ltd.(19)
|
1,345 | 283,157 | 0 | 283,157 | 283,157 | 0 | * |
16
Table of Contents
Shares of |
||||||||||||||||||||||||||||
Shares of |
Shares of |
Common |
||||||||||||||||||||||||||
Mandatorily |
Common |
Stock to be |
Total of |
Shares of |
||||||||||||||||||||||||
Convertible |
Stock |
Distributed to |
All Shares of |
Common Stock |
Shares of |
Percentage |
||||||||||||||||||||||
Preferred Stock |
Owned |
Holder Upon |
Common Stock |
Offered |
Common |
of Common |
||||||||||||||||||||||
Owned Prior to |
Upon |
Dissolution of |
Owned by |
by this |
Stock Owned |
Stock Owned |
||||||||||||||||||||||
Name of Selling Stockholder
|
Conversion | Conversion(1) | Doral Holdings(1) | Holder(1) | Prospectus(1) | Post-Offering(2) | Post-Offering(3) | |||||||||||||||||||||
Waterstone Market Neutral Master Fund, Ltd.(19)
|
10,271 | 2,162,315 | 0 | 2,162,315 | 2,162,315 | 0 | * | |||||||||||||||||||||
Waterstone MF Fund, Ltd.(19)
|
1,744 | 367,157 | 0 | 367,157 | 367,157 | 0 | * | |||||||||||||||||||||
Wellington Trust Company, National Association Multiple
Collective Investment Funds Trust II, Active Small Cap
Stock Portfolio (Nominee: Finwell & Co.)(33)
|
574 | 120,842 | 0 | 120,842 | 120,842 | 0 | * | |||||||||||||||||||||
Wellington Trust Company, National Association Multiple
Collective Investment Funds Trust II, Multi-Strategy Global
Equity Portfolio (Nominee: Finwell & Co.)(33)
|
28 | 5,894 | 0 | 5,994 | 5,894 | 100 | * | |||||||||||||||||||||
Wellington Trust Company, National Association Multiple
Collective Investment Funds Trust II, Small Cap
Opportunities Portfolio (Nominee: Finwell & Co.)(33)
|
406 | 85,473 | 0 | 85,473 | 85,473 | 0 | * | |||||||||||||||||||||
Wellington Trust Company, National Association Multiple
Common Trust Funds Trust, Small Cap Opportunities Portfolio
(Nominee: Finwell & Co.)(33)
|
217 | 45,684 | 0 | 45,684 | 45,684 | 0 | * | |||||||||||||||||||||
Wolf Creek Investors (Bermuda) L.P.(5)
|
1,349 | 284,000 | 0 | 284,000 | 284,000 | 0 | * |
* | Represents less than 1%. |
| Represents selling stockholder whose shares of Mandatorily Convertible Preferred Stock have not, as of July 28, 2010, been converted into common stock. |
(1) | Assumes the conversion of all shares of the Mandatorily Convertible Preferred Stock and the dissolution of Doral Holdings. | |
(2) | Assumes that each selling stockholder will sell all shares offered by it under this prospectus. Any values contained in this column represent shares owned by the selling stockholder that are not being offered pursuant to this prospectus. |
(3) | This number represents the percentage of common stock to be owned by the selling stockholder after completion of the offering pursuant to this prospectus and based on the number of shares of common stock outstanding as of July 28, 2010 plus 19,679,157 shares of common stock (the maximum number of shares to be issued upon conversion of the remaining 93,476 shares of Mandatorily Convertible Preferred Stock). See the corresponding number of shares in the column titled Shares of Common Stock Owned Post-Offering. |
(4) | This selling stockholder is a registered broker-dealer or affiliate of a registered broker-dealer, as indicated below. | |
(5) | (i) Bay Pond Investors (Bermuda) L.P., (ii) Bay Pond Partners, L.P., (iii) Ithan Creek Master Investment Partnership (Cayman) II, L.P., (iv) Ithan Creek Master Investors (Cayman) L.P. and (v) Wolf Creek Investors (Bermuda) L.P. are managed by Wellington Management Company, LLP (Wellington), an investment adviser registered under the Investment Advisors Act of 1940, as amended. Wellington, in such capacity may be deemed to share beneficial ownership over the shares held by its client accounts. | |
(6) | All of the shares of Berggruen Holdings Ltd. (Berggruen Holdings) are owned by Tarragona Trust, a British Virgin Islands trust (Tarragona). The trustee of Tarragona is Maitland Trustees Limited, a British Virgin Islands corporation acting as an institutional trustee in the ordinary course of business without the purpose or effect of changing or influencing control of the registrant. Nicolas Berggruen is a director of Berggruen Holdings and may be considered to have beneficial ownership of Berggruen Holdings interests in the registrant. |
17
Table of Contents
(7) | Canyon Capital Advisors LLC (Canyon Capital) is the investment advisor of, or managing member of the general partner of, each of Canyon Balanced Master Fund, Ltd. (CBF), Canyon-GRF Master Fund, L.P. (GRF), Canyon Value Realization Fund, L.P. (CVRF), FinVest Capital Limited (FinVest) and MACVest, 1, Ltd. (MACVest), and as such, each of Canyon Capital and Canpartners Investments III, LLC, the general partner of CVRF, may be deemed to have indirect beneficial ownership of the shares held by CBF, GRF, CVRF, FinVest and MACVest. Finvest Capital Limited is a subsidiary of The Canyon Value Realization Master Fund, L.P., which in turn is a subsidiary of The Canyon Value Realization Fund (Cayman), Ltd. Canyon Capital is an affiliate of Coldwater Securities Incorporated., a broker-dealer. |
(8) | Heights Capital Management, Inc., the authorized agent of Capital Ventures International (CVI), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. CVI is affiliated with one or more registered broker-dealers. CVI purchased the shares being registered hereunder in the ordinary course of business and at the time of purchase, had no agreements or understandings, directly or indirectly, with any other person to distribute such shares. |
(9) | Citadel Equity Fund Ltd. is the non-managing member of Palafox Trading LLC, a registered broker-dealer and a member of Financial Industry Regulatory Authority, Inc. (FINRA). |
(10) | (i) Deferred Compensation Plan for Employees of the City of New York and Related Agencies and Instrumentalities, (ii) LICR Fund, Inc. and (iii) Public Employees Retirement System of Mississippi, through its nominee, MAC & Co., are managed by Wellington, an investment advisor registered under the Investment Advisors Act of 1940, as amended. Wellington, in such capacity may be deemed to share beneficial ownership over the shares held by its client accounts. |
(11) | D. E. Shaw Laminar Acquisition Holdings 2, L.L.C. (Laminar) is an affiliate of D. E. Shaw Securities, L.L.C, a registered broker-dealer and a member of FINRA. Laminar holds 4,454,733 shares (the Laminar Shares) of the Companys common stock. D. E. Shaw Valence Portfolios, L.L.C. (Valence) and D. E. Shaw Synoptic Portfolios 2, L.L.C. (Synoptic), affiliates of Laminar, hold 76,030 shares (the Valence Shares) of the Companys common stock and 52 shares (the Synoptic Shares; together with the Laminar Shares and the Valence Shares, the Subject Shares) of the Companys common stock, respectively, acquired through other transactions. The additional 76,082 shares of the Companys common stock are included in the table of selling stockholders above. Laminar has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Laminar Shares. Valence has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Valence Shares. Synoptic has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Synoptic Shares. D. E. Shaw & Co., L.P., a Delaware limited partnership (DESCO LP), as investment adviser to Laminar, Valence, and Synoptic and as Valences managing member, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. D. E. Shaw Laminar Portfolios, L.L.C., a Delaware limited liability company (Laminar Portfolios), as Laminars managing member, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Laminar Shares. D. E. Shaw & Co., L.L.C., a Delaware limited liability company (DESCO LLC), as Laminar Portfolioss and Synoptics managing member, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Laminar Shares and the Synoptic Shares. As managing member of DESCO LLC, D. E. Shaw & Co. II, Inc., a Delaware corporation (DESCO II, Inc.) may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Laminar Shares and the Synoptic Shares. As general partner of DESCO LP, D. E. Shaw & Co., Inc., a Delaware corporation (DESCO, Inc.), may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. None of DESCO LP, Laminar Portfolios, DESCO LLC, DESCO, Inc., or DESCO II, Inc., owns any shares of the Companys common stock directly, and each such entity disclaims beneficial ownership of the Subject Shares. David E. Shaw does not own any shares of the Companys common stock directly. By virtue of David E. Shaws position as president and sole shareholder of DESCO, Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaws position as president and sole shareholder of DESCO II, Inc., which is the managing member of |
18
Table of Contents
DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares, and, therefore, David E. Shaw may be deemed to be the indirect beneficial owner of the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares. |
(12) | Eton Park Capital Management, L.P. is the investment manager of (i) Eton Park Fund, L.P. and (ii) Eton Park Master Fund, Ltd. and exercises voting and dispositive power over the shares being registered. |
(13) | Affiliates of (i) Financial Stocks Capital Partners V L.P., (ii) FSI Skyline Fund OC, Ltd. and (iii) the subadviser to PM Manager Fund, SPC., on behalf of and for the account of Segregated Portfolio 23, hold 300,000 shares of the Companys common stock acquired through other transactions. The additional 300,000 shares of the Companys common stock are not included in the table of selling stockholders above. |
(14) | First Opportunity Fund, Inc., through its nominee, Hare & Co., is managed by Wellington, an investment advisor registered under the Investment Advisors Act of 1940, as amended. Wellington, in such capacity may be deemed to share beneficial ownership over the shares held by its client accounts. |
(15) | Oak Hill Advisors, L.P. (OHA) is the investment advisor to Future Fund Board of Guardians, Lerner Enterprises, LLC, Oak Hill Credit Opportunities Financing, Ltd., OHA Strategic Credit Master Fund, L.P., OHA Strategic Credit Master Fund II, L.P. and OHSF Financing, Ltd. and it and certain of its principals, either directly or indirectly, exercise voting and dispositive power over the shares being registered. OHA and its principals disclaim beneficial ownership of the shares being registered, except to the extent of their direct pecuniary interest therein. |
(16) | GLG Partners LP (GLG Partners), which serves as the investment manager to GLG North American Opportunity Fund (GLG NAOF), may be deemed to be the beneficial owner of all shares owned by GLG NAOF. GLG Partners exercises its investment authority directly or indirectly through various entities, including without limitation, GLG Inc. GLG Partners Limited (GLG Limited), as general partner to GLG Partners, may be deemed to be the beneficial owner of all shares owned by GLG NAOF. Each of Noam Gottesman, Emmanuel Roman, and Pierre Lagrange are Managing Directors of GLG Limited. GLG Partners, Inc., which indirectly wholly owns GLG Limited, may be deemed to be the beneficial owner of all shares owned by GLG NAOF. Each of GLG Partners, GLG Limited, GLG Partners, Inc., GLG Inc., and Messrs. Gottesman, Roman, and Lagrange hereby disclaims any beneficial ownership of any such shares, except for their pecuniary interest therein. |
(17) | Goldman Sachs Investment Partners Master Fund, L.P. is an affiliate of Goldman, Sachs & Co., a registered broker-dealer and a member of FINRA. We have been advised that the information reported by Goldman Sachs Investment Partners Master Fund, L.P. reflects the securities beneficially owned by certain operating units (collectively, the Goldman Sachs Reporting Units) of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, GSG) and does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect o which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units. |
(18) | Daniel S. Och, as Chief Executive Officer of Och-Ziff Capital Management Group LLC, the sole shareholder of Och-Ziff Holding Corporation, the General Partner of OZ Management LP, the Investment Manager to Gordel Holdings Limited, may be deemed to have voting and/or investment control of the securities held by Gordel Holdings Limited. Mr. Och disclaims beneficial ownership of the shares, except to the extent of their direct pecuniary interest therein. |
(19) | Waterstone Capital Management, L.P. (or an affiliate) is the investment manager of (i) Waterstone Market Neutral Master Fund, Ltd., (ii) Waterstone Market Neutral Mac51, Ltd., (iii) Waterstone MF Fund, Ltd., (iv) IAM Mini-Fund 21 Limited, (v) Prime Capital Master SPC, GOT WAT MAC Segregated Portfolio |
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and (vi) Nomura Waterstone Market Neutral Fund and exercises voting and dispositive power over the shares being registered. |
(20) | GLG Partners, which serves as the investment manager to Interfund SICAV: Sub-fund Interfund Equity USA (Interfund SICAV), may be deemed to be the beneficial owner of all shares owned by Interfund SICAV. GLG Partners exercises its investment authority directly or indirectly through various entities, including without limitation, GLG Limited, as general partner to GLG Partners, may be deemed to be the beneficial owner of all shares owned by Interfund SICAV. Each of Noam Gottesman, Emmanuel Roman, and Pierre Lagrange are Managing Directors of GLG Limited. GLG Partners, Inc., which indirectly wholly owns GLG Limited, may be deemed to be the beneficial owner of all shares owned by Interfund SICAV. Each of GLG Partners, GLG Limited, GLG Partners, Inc., GLG Inc., and Messrs. Gottesman, Roman, and Lagrange hereby disclaims any beneficial ownership of any such shares, except for their pecuniary interest therein. |
(21) | Jefferies Dakota Master Fund, Ltd., a Cayman Islands exempted company (the Dakota Fund), is a private investment fund. The Dakota Funds investment adviser, Jefferies Asset Management, LLC (JAM) is under the control of Jefferies Group, Inc. (Group). Group also controls Jefferies & Company, Inc. (Jefferies), a registered broker-dealer and a member of FINRA. A majority of the Dakota Funds feeder funds interests are owned by entities also under the common control of Group and employees of JAM, but the Dakota Funds board of directors is independent from both JAM and Jefferies. Jefferies is not involved with (i) the day to day operations of the Dakota Fund or JAM, (ii) the investment strategies of the Dakota Fund, (iii) the operations of the Dakota Funds feeder funds, (iv) or the Dakota Funds board of directors. Further, other than the securities offered by the Dakota Fund under this prospectus, the securities were purchased by the Dakota Fund through an unaffiliated broker-dealer. Any sales of the securities by the Dakota Fund are expected to be through an unaffiliated broker-dealer. The Dakota fund acquired the securities as investments in the ordinary course of business. |
(22) | (i) John Hancock Bank and Thrift Opportunities Fund, (ii) John Hancock Financial Industries Fund and (iii) John Hancock Regional Bank Fund, are managed by MFC Global Investment Management (US) LLC, which has investment power over the shares being registered. |
(23) | Pursuant to an investment advisory agreement with JAM, JAM is responsible for the investment management of, and all trading decisions for the selling stockholder account including voting and selling power of the shares being registered. |
(24) | Sandler ONeil Asset Management, LLC is the investment manager of (i) Malta Hedge Fund, L.P., (ii) Malta Hedge Fund II, L.P., (iii) Malta MLC Fund, L.P., (iv) Malta MLC Offshore, Ltd., (v) Malta Offshore, Ltd., (vi) Malta Partners, L.P., (vii) Malta Titan Fund, L.P. and (viii) SOAM Capital Partners, L.P. and exercises voting and dispositive power over the shares being registered. |
(25) | Tricadia Capital Management, LLC is the investment manager of (i) Mariner-Tricadia Credit Strategies Master Fund, Ltd. and (ii) Structured Credit Opportunities Fund II, L.P. and exercises voting and dispositive power over the shares being registered. |
(26) | (i) MassMutual Select Small Cap Growth Equity Fund and (ii) MML Small Cap Growth Equity Fund, through its nominee, Aurora & Co., are managed by Wellington, an investment advisor registered under the Investment Advisors Act of 1940, as amended. Wellington, in such capacity may be deemed to share beneficial ownership over the shares held by its client accounts. |
(27) | UBS OConnor LLC is the investment manager of OConnor Global Multi-Strategy Alpha Master Limited and exercises voting and dispositive power over the OConnor Global Multi-Strategy Alpha Master Limiteds shares being registered. |
(28) | Daniel S. Och, as Chief Executive Officer of Och-Ziff Capital Management Group LLC, the sole shareholder of Och-Ziff Holding LLC, the General Partner of OZ Advisors II LP, the General Partner of OZ Global Special Investments Master Fund, LP, may be deemed to have voting and/or investment control of the securities held by OZ Global Special Investments Master Fund, LP. Mr. Och disclaims beneficial ownership of the shares, except to the extent of their direct pecuniary interest therein. |
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(29) | Daniel S. Och, as Chief Executive Officer of Och-Ziff Capital Management Group LLC, the sole shareholder of Och-Ziff Holding Corporation, the General Partner of OZ Management LP, the Investment Manager to OZ Master Fund, Ltd., may be deemed to have voting and/or investment control of the securities held by OZ Master Fund, Ltd. Mr. Och disclaims beneficial ownership of the shares, except to the extent of their direct pecuniary interest therein. |
(30) | Daniel S. Och, as Chief Executive Officer of Och-Ziff Capital Management Group LLC, the sole shareholder of Och-Ziff Holding Corporation, the General Partner of OZ Management LP, the Investment Manager to OZ Select Master Fund, Ltd., may be deemed to have voting and/or investment control of the securities held by OZ Master Fund, Ltd. Mr. Och disclaims beneficial ownership of the shares, except to the extent of their direct pecuniary interest therein. |
(31) | QVT Financial LP is the investment manager for QVT Fund LP and Quintessence Fund L.P. and shares voting and investment control over the securities held by QVT Fund LP and Quintessence Fund L.P. QVT Financial GP LLC is the general partner of QVT Financial LP and as such has complete discretion in the management and control of the business affairs of QVT Financial LP. QVT Associates GP LLC is the general partner of QVT Fund LP and Quintessence Fund L.P. and may be deemed to beneficially own the securities held by QVT Fund LP and Quintessence Fund L.P. The managing members of QVT Associates GP LLC are Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy Fu. Each of QVT Financial LP, QVT Financial GP LLC, Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy Fu disclaims beneficial ownership of the securities held by QVT Fund LP and Quintessence Fund L.P. QVT Associates GP LLC disclaims beneficial ownership of the securities held by QVT Fund LP and Quintessence Fund L.P., except to the extent of its pecuniary interest therein. |
(32) | Vanguard Explorer Fund, through its nominee, Vanguard Explorer Fund c/o Brown Brothers Harriman & Co., is managed by Wellington, an investment advisor registered under the Investment Advisors Act of 1940, as amended. Wellington, in such capacity may be deemed to share beneficial ownership over the shares held by its client accounts. |
(33) | (i) Wellington Trust Company, National Association Multiple Collective Investment Funds Trust II, Active Small Cap Stock Portfolio, (ii) Wellington Trust Company, National Association Multiple Collective Investment Funds Trust II, Multi-Strategy Global Equity Portfolio, (iii) Wellington Trust Company, National Association Multiple Collective Investment Funds Trust II, Small Cap Opportunities Portfolio and (iv) Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Small Cap Opportunities Portfolio, through its nominee, Finwell & Co., are managed by Wellington, an investment advisor registered under the Investment Advisors Act of 1940, as amended. Wellington, in such capacity may be deemed to share beneficial ownership over the shares held by its client accounts. |
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PLAN OF
DISTRIBUTION
We are registering the common stock issued to the selling
stockholders to permit the resale of these shares of common
stock by the holders of the common stock from time to time after
the date of this prospectus. We will not receive any of the
proceeds from the sale by the selling stockholders of the common
stock. We will bear all fees and expenses incident to our
obligation to register the common stock.
The selling stockholders and their successors, including their
transferees, may sell all or a portion the securities directly
to purchasers or through underwriters, broker-dealers or agents,
who may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders or the
purchasers of the securities. These discounts, concessions or
commissions as to any particular underwriter, broker-dealer or
agent may be in excess of those customary in the types of
transactions involved.
The securities may be sold in one or more transactions on any
national securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale, in the
over-the-counter market or in transactions otherwise than on
these exchanges or systems or in the over-the-counter market and
in one or more transactions at fixed prices, at prevailing
market prices at the time of sale, at varying prices determined
at the time of sale or at negotiated prices. These sales may be
effected in transactions, which may involve crosses or block
transactions. Additionally, the selling stockholders may enter
into derivative transactions with third parties, or sell
securities not covered by this prospectus to third parties in
privately negotiated transactions. The selling stockholders may
use any one or more of the following methods when selling shares:
| on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, including, as of the date of this prospectus, the NYSE in the case of the common stock; | |
| in the over-the-counter market; | |
| in transactions otherwise than on these exchanges or services or in the over-the-counter market; | |
| through the writing or settlement of options or other hedging transactions, whether the options are listed on an options exchange or otherwise; | |
| ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| an exchange distribution in accordance with the rules of the applicable exchange; | |
| privately negotiated transactions; | |
| settlement of short sales entered into after the effective date of the registration statement of which this prospectus forms a part; | |
| broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; | |
| a combination of any such methods of sale; and | |
| any other method permitted pursuant to applicable law. |
In addition, any securities that qualify for sale pursuant to
Rule 144 or Regulation S under the Securities Act or
under Section 4(1) under the Securities Act may be sold
under such rules rather than pursuant to this prospectus,
subject to any restriction on transfer contained in the Stock
Purchase Agreement.
The selling stockholders may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of
the securities in the course of hedging the positions they
assume. The selling stockholders may also sell short the
securities and deliver common stock to close out short
positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The selling stockholders
may
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also enter into option or other transactions with broker-dealers
or other financial institutions or the creation of one or more
derivative securities that require the delivery to such
broker-dealer or other financial institution of shares offered
by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction). The
selling stockholders also may transfer and donate the common
stock in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.
The aggregate proceeds to the selling stockholders from the sale
of the securities will be the purchase price of the securities
less discounts and commissions, if any.
In effecting sales, broker-dealers or agents engaged by the
selling stockholders may arrange for other broker-dealers to
participate. Broker-dealers or agents may receive commissions,
discounts or concessions from the selling stockholders in
amounts to be negotiated immediately prior to the sale; but,
except as set forth in a supplement to this prospectus, in the
case of an agency transaction will not be in excess of a
customary brokerage commission in compliance with NASD
Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASD IM-2440.
In offering the securities covered by this prospectus, the
selling stockholders and any broker-dealers who execute sales
for the selling stockholders may be deemed to be
underwriters within the meaning of
Section 2(a)(11) of the Securities Act in connection with
such sales. Any profits realized by the selling stockholders and
the compensation of any broker-dealer may be deemed to be
underwriting discounts and commissions. Selling stockholders who
are underwriters within the meaning of
Section 2(a)(11) of the Securities Act will be subject to
the prospectus delivery requirements of the Securities Act and
may be subject to certain statutory and regulatory liabilities,
including liabilities imposed pursuant to Sections 11, 12
and 17 of the Securities Act and
Rule 10b-5
under the Exchange Act.
As indicated in the selling stockholder table, several of the
selling stockholders are affiliates of
broker-dealers.
Each such selling stockholder has represented to us that it
acquired such selling stockholders securities in the
ordinary course of such selling stockholders business and,
at the time of the acquisition of the securities to be resold
pursuant to this prospectus, such selling stockholder had no
agreements or understandings, directly or indirectly, with any
person to distribute them.
In order to comply with the securities laws of certain states,
if applicable, the securities must be sold in such jurisdictions
only through registered or licensed brokers or dealers. In
addition, in certain states the securities may not be sold
unless the securities are registered or qualified for sale in
the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
The anti-manipulation rules of Regulation M under the
Exchange Act may apply to sales of the securities pursuant to
this prospectus and to the activities of the selling
stockholders. In addition, we will make copies of this
prospectus available to the selling stockholders for the purpose
of satisfying the prospectus delivery requirements of the
Securities Act. To the extent applicable, Regulation M may
also restrict the ability of any person engaged in the
distribution of the common stock to engage in market-making
activities with respect to the common stock. All of the
foregoing may affect the marketability of the common stock and
the ability of any person or entity to engage in market-making
activities with respect to the common stock.
There can be no assurance that any selling stockholder will sell
any or all of the common stock registered pursuant to the
registration statement of which this prospectus forms a part.
We have agreed to indemnify the selling stockholders against
certain liabilities, including certain liabilities under the
Securities Act. We have also agreed, among other things, to bear
substantially all expenses (other than underwriting discounts
and selling commissions) in connection with the registration and
sale of the securities covered by this prospectus.
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LEGAL
MATTERS
The validity of the common stock and certain other legal matters
relating to the offering will be passed upon for us by Enrique
R. Ubarri, Executive Vice President and General Counsel of Doral
Financial. As of the date of this prospectus, Mr. Ubarri
does not own, directly or indirectly, any shares of common stock
of the Company.
EXPERTS
The consolidated financial statements incorporated in this
prospectus by reference from our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009, and the
effectiveness of our internal control over financial reporting
as of December 31, 2009, have been audited by
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report which is incorporated
herein by reference. Such consolidated financial statements have
been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
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Table of Contents
DORAL
FINANCIAL CORPORATION
Table of Contents
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 13. | Other Expenses of Issuance and Distribution. |
The following table sets forth the various expenses to be
incurred in connection with the sale and distribution of the
securities being registered hereby, all of which will be borne
by us (except any underwriting discounts and commissions and
expenses incurred by the selling stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred
by the selling stockholders in disposing of the shares). All
amounts shown are estimates except the SEC registration fee.
SEC registration fee
|
$ | 16,200.41 | ||
Printing and engraving expenses
|
$ | 15,000.00 | ||
Legal fees and expenses
|
$ | 90,000.00 | ||
Accounting fees and expenses
|
$ | 15,000.00 | ||
Total Expenses
|
$ | 136,200.41 | ||
Item 14. | Indemnification of Directors and Officers. |
Article 1.02(B)(6) of the Puerto Rico General Corporation
Law (the PR-GCL) provides that a corporation may
include in its certificate of incorporation a provision
eliminating or limiting the personal liability of members of its
board of directors or governing body for breach of a
directors fiduciary duty of care. However, no such
provision may eliminate or limit the liability of a director for
breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating a law,
paying an unlawful dividend or approving an unlawful stock
repurchase or obtaining an improper personal benefit. A
provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach
of fiduciary duty. Article Seventh of Restated Certificate
of Incorporation of Doral Financial Corporation contains such a
provision.
Article 4.08 of the PR-GCL authorizes a Puerto Rico
Corporation to indemnify its officers and directors against
liabilities arising out of pending or threatened actions, suits
or proceedings to which such officers and directors may be made
parties by reason of being officers or directors. Such rights of
indemnification are not exclusive of any other rights to which
such officers or directors may be entitled under any by-law,
agreement, vote of stockholders or otherwise. Section 5 of
Article Sixth of the Companys Restated Certificate of
Incorporation provides that the Company will indemnify its
directors, officers and employees to the fullest extent
permitted by law.
Section 1 of Article IX of the Companys By-laws
(the By-laws) provides that the Company will
indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company or is or was serving
at the request of the Company as a director, officer, employer
or agent of another corporation or enterprise, against expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
Section 2 of Article IX of the By-laws provides that
the Company will indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to
procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against
expenses (including attorneys fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with the defense or settlement of
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such action or suit if he acted under similar standards set
forth in the preceding paragraph, except that no indemnification
may be made in respect to any claim, issue or matter as to which
such person will have been adjudged to be liable to the Company
unless and only to the extent that the court in which such
action or suit was brought will determine that despite the
adjudication of liability, such person is fairly and reasonably
entitled to be indemnified for such expenses which the court
will deem proper.
Section 3 of Article IX of the By-laws provides that
to the extent a director or officer of the Company has been
successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in Sections 1 and 2
of Article IX of the By-laws or in the defense of any
claim, issue, or matter therein, he will be indemnified against
expenses (including attorneys fees) actually and
reasonably incurred by him in connection therewith.
Section 5 of Article IX of the By-laws provides that
the Company will pay expenses incurred in defending a civil or
criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding. The Company must
make such advanced payments if it received an undertaking by or
on behalf of any person covered by Section 1 of
Article IX of the By-laws to repay such amounts, if it is
ultimately determined that he is not entitled to be indemnified
by the Company as authorized in Article IX of the
By-laws.
Section 6 and 7 of Article IX of the By-laws provide
that indemnification provided for by Sections 1 and 2 of
Article IX of the By-laws will not be deemed exclusive of
any other rights to which the indemnified party may be entitled;
and that the Company may purchase and maintain insurance on
behalf of a director or officer of the Company against any
liability asserted against him or incurred by him in any such
capacity or arising out of his status as such whether or not the
Company would have the power to indemnify him against such
liabilities under such Sections 1 and 2 of Article IX
of the By-laws.
The Company maintains a directors and officers
liability insurance policy.
Item 15. | Recent Sales of Unregistered Securities |
On April 21, 2010 and April 22, 2010, the Company
issued 278,260 shares and 6,742 shares, respectively,
of its Mandatorily Convertible Non-Cumulative Non-Voting
Preferred Stock, $1.00 par value and
$1,000 liquidation preference per share in a private
offering to accredited investors pursuant to Regulation D.
The aggregate offering price was $180 million. The Company
paid $9 million to Barclays Capital as sales commissions.
Item 16. | Exhibits |
Exhibit |
||||
Number
|
Description
|
|||
3 | .1 | Certificate of Incorporation of Doral Financial, which incorporates the certificates of designation of Doral Financials 7% Noncumulative Monthly Income Preferred Stock, Series A; Doral Financials 8.35% Noncumulative Monthly Income Preferred Stock, Series B; Doral Financials 7.25% Noncumulative Monthly Income Preferred Stock, Series C; and Doral Financials 4.75% Perpetual Cumulative Convertible Preferred Stock. (Incorporated herein by reference to Exhibit 3.1(j) of Doral Financials Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on March 19, 2008.) | ||
3 | .2 | Bylaws of Doral Financial, as amended on August 2, 2007. (Incorporated herein by reference to Exhibit 3.1 of Doral Financials Current Report on Form 8-K filed with the Commission on August 6, 2007.) | ||
3 | .3 | Certificate of Amendment of the Certificate of Incorporation of Doral Financial dated March 12, 2010. (Incorporated herein by reference to Exhibit 3.1 of Doral Financials Current Report on Form 8-K filed with the Commission on March 16, 2010.) | ||
3 | .4 | Certificate of Designation of Mandatorily Convertible Non-Cumulative Non-Voting Preferred Stock (including form of stock certificate). (Incorporated herein by reference to Exhibit 3.1 of Doral Financials Current Report on Form 8-K filed with the Commission on April 26, 2010.) |
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Exhibit |
||||
Number
|
Description
|
|||
4 | .1 | Common Stock Certificate. (Incorporated herein by reference to Exhibit 4.1 of Doral Financials Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on March 19, 2008.) | ||
4 | .2 | Loan and Guaranty Agreement among Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (AFICA), Doral Properties, Inc. and Doral Financial. (Incorporated herein by reference to exhibit number 4.1 of Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed with the Commission on November 15, 1999.) | ||
4 | .3 | Trust Agreement between AFICA and Citibank, N.A. (Incorporated herein by reference to exhibit number 4.2 of Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed with the Commission on November 15, 1999.) | ||
4 | .4 | Form of Serial and Term Bond (included in Exhibit 4.3 hereof). | ||
4 | .5 | Deed of Constitution of First Mortgage over Doral Financial Plaza. (Incorporated herein by reference to exhibit number 4.4 of Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed with the Commission on November 15, 1999.) | ||
4 | .6 | Mortgage Note secured by First Mortgage referred to in Exhibit 4.5 hereto (included in Exhibit 4.5 hereof). | ||
4 | .7 | Pledge and Security Agreement. (Incorporated herein by reference to exhibit number 4.6 of Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed with the Commission on November 15, 1999.) | ||
4 | .8 | Indenture, dated May 14, 1999, between Doral Financial and U.S. Bank National Association, as trustee, pertaining to senior debt securities. (Incorporated herein by reference to exhibit number 4.1 of Doral Financials Current Report on Form 8-K filed with the Commission on May 21, 1999.) | ||
4 | .9 | Indenture, dated May 14, 1999, between Doral Financial and Bankers Trust Company, as trustee, pertaining to subordinated debt securities. (Incorporated herein by reference to exhibit number 4.3 of Doral Financials Current Report on Form 8-K filed with the Commission on May 21, 1999.) | ||
4 | .10 | Form of Stock Certificate for 7% Noncumulative Monthly Income Preferred Stock, Series A. (Incorporated herein by reference to exhibit number 4(A) of Doral Financials Registration Statement on Form S-3 filed with the Commission on October 30, 1998.) | ||
4 | .11 | Form of Stock Certificate for 8.35% Noncumulative Monthly Income Preferred Stock, Series B. (Incorporated herein by reference to exhibit number 4.1 of Doral Financials Registration Statement on Form 8-A filed with the Commission on August 30, 2000.) | ||
4 | .12 | First Supplemental Indenture, dated as of March 30, 2001, between Doral Financial and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee. (Incorporated herein by reference to exhibit number 4.9 to Doral Financials Current Report on Form 8-K filed with the Commission on April 2, 2001.) | ||
4 | .13 | Form of Stock Certificate for 7.25% Noncumulative Monthly Income Preferred Stock, Series C. (Incorporated herein by reference to exhibit number 4.1 of Doral Financials Registration Statement on Form 8-A filed with the Commission on May 30, 2002.) | ||
4 | .14 | Form of Stock Certificate for 4.75% Perpetual Cumulative Convertible Preferred Stock. (Incorporated herein by reference to Exhibit 4 to Doral Financials Current Report on Form 8-K filed with the Commission on September 30, 2003.) | ||
4 | .15 | Form of Stock Certificate for Mandatorily Convertible Non-Cumulative Non-Voting Preferred Stock (included in Exhibit 3.4 hereof). | ||
5 | .1 | Form of opinion of Enrique R. Ubarri, Esq., Executive Vice President and General Counsel of the Company, regarding the validity of the common stock being registered. | ||
10 | .1 | Order to Cease and Desist issued to Doral Financial by the Board of Governors of the Federal Reserve System on March 16, 2006. (Incorporated herein by reference to Exhibit 99.2 to Doral Financials Current Report on Form 8-K filed with the Commission on March 17, 2006.) |
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Exhibit |
||||
Number
|
Description
|
|||
10 | .2 | Stipulation and Agreement of Partial Settlement, dated as of April 27, 2007. (Incorporated herein by reference to Exhibit 10.1 of Doral Financials Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Commission on April 30, 2007.) | ||
10 | .3 | Order to Cease and Desist issued to Doral Bank PR by the Federal Deposit Insurance Corporation, dated February 19, 2008. (Incorporated herein by reference to exhibit number 99-2 of Doral Financials Current Report of Form 8-K filed with the Commission on February 21, 2008.) | ||
10 | .4 | Purchase Agreement, dated September 23, 2003, between Doral Financial Corporation and Wachovia Securities LLC, as Representative of the Initial Purchasers of Doral Financials 4.75% Perpetual Cumulative Convertible Preferred Stock named therein. (Incorporated herein by reference to Exhibit 1 to Doral Financials Current Report on Form 8-K filed with the Commission on September 30, 2003.) | ||
10 | .5 | Employment Agreement, dated as of May 23, 2006, between Doral Financial and Glen Wakeman. (Incorporated herein by reference to Exhibit 10.1 to Doral Financials Current Report on Form 8-K filed with the Commission on May 30, 2006.) | ||
10 | .6 | Employment Agreement, dated as of August 14, 2006, between Doral Financial Corporation and Lesbia Blanco. (Incorporated herein by reference to Exhibit 10.1 to Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Commission on December 29, 2006.) | ||
10 | .7 | Employment Agreement, dated as of October 2, 2006, between Doral Financial Corporation and Enrique R. Ubarri, Esq. (Incorporated herein by reference to Exhibit 10.7 to Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Commission on December 29, 2006.) | ||
10 | .8 | Employment Agreement, dated as of June 25, 2007, between Doral Financial Corporation and Paul Makowski. (Incorporated herein by reference to Exhibit 10.11 to Doral Financials Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on March 19, 2008.) | ||
10 | .9 | Employment Agreement, dated as of June 1, 2007, between Doral Financial Corporation and Christopher Poulton. (Incorporated herein by reference to Exhibit 10.10 to Doral Financials Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on March 19, 2008.) | ||
10 | .10 | Securityholders and Registration Rights Agreement dated as of July 19, 2007, between Doral Financial Corporation and Doral Holdings Delaware, LLC. (Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on July 20, 2007.) | ||
10 | .11 | Advisory Services Agreements, dated as of July 19, 2007, between Doral Financial Corporation and Bear Stearns Merchant Manager III, L.P. (Incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on July 20, 2007.) | ||
10 | .12 | Doral Financial 2008 Stock Incentive Plan. (Incorporated herein by reference to Annex A to the Definitive Proxy Statement for the Doral Financial 2008 Annual Stockholders Meeting filed with the Commission on April 11, 2008.) | ||
10 | .13 | Employment Agreement, dated as of March 24, 2009, between Doral Financial and Robert E. Wahlman. (Incorporated herein by reference to Exhibit 99.2 to Doral Financials Current Report on Form 8-K filed with the Commission on March 26, 2009.) | ||
10 | .14 | Summary of Doral Financial Corporation 2007 Key Employee Incentive Plan. (Incorporated by reference to Exhibit 10.15 to Doral Financials Registration Statement on Form S-4 filed with the Commission on September 29, 2009.) | ||
10 | .15 | Cooperation Agreement, dated as of April 19, 2010, by and among Doral Financial Corporation, Doral Holdings Delaware, LLC, Doral Holdings, L.P., and Doral GP Ltd. (Incorporated herein by reference to Exhibit 10.15 to Doral Financials Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the Commission on May 10, 2010.) | ||
10 | .16 | Stock Purchase Agreement, dated as of April 19, 2010, by and among Doral Financial Corporation and the purchasers named therein. |
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Exhibit |
||||
Number
|
Description
|
|||
12 | .1 | Computation of Ratio of Earnings to Fixed Charges. (Incorporated herein by reference to Exhibit 12.1 to Doral Financials Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the Commission on May 10, 2010.) | ||
12 | .2 | Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends. (Incorporated herein by reference to Exhibit 12.2 to Doral Financials Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the Commission on May 10, 2010.) | ||
21 | .1 | List of Doral Financials subsidiaries. (Incorporated herein by reference to Exhibit 21 to Doral Financials Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Commission on February 26, 2010.) | ||
23 | .1* | Consent of Independent Registered Public Accounting Firm. | ||
23 | .2 | Consent of Enrique R. Ubarri, Esq. | ||
24 | .1 | Powers of Attorney. |
* | Filed herewith. | |
| Previously filed. |
Item 17. | Undertakings. |
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the U.S. Securities and Exchange
Commission (the Commission) pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.
(2) That, for the purposes of determining any liability
under the Securities Act of 1933, each post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(i) each prospectus filed by a registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
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Table of Contents
(ii) each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii) or (x) for
the purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of a
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the indemnification provisions described herein, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Doral Financial Corporation has duly caused this
Amendment No. 2 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of San Juan, Commonwealth of Puerto Rico, on
July 30, 2010.
DORAL FINANCIAL CORPORATION
By: |
/s/ Glen
R. Wakeman
|
Name: Glen R. Wakeman
Title: | Chief Executive Officer, President and Director |
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 2 to Registration Statement has
been signed by the following persons in the capacities
indicated, on July 30, 2010.
Signature
|
Title
|
|||
* Glen R. Wakeman |
Chief Executive Officer, President and Director | |||
/s/ Robert
E. Wahlman Robert E. Wahlman |
Executive Vice President and Chief Financial Officer | |||
* Dennis G. Buchert |
Director | |||
* James E. Gilleran |
Director | |||
* Douglas L. Jacobs |
Director | |||
* David E. King |
Director | |||
* Mark Kleinman |
Director | |||
* Howard M. Levkowitz |
Director | |||
* Frank W. Baier |
Director | |||
* Raymond J. Quinlan |
Director | |||
* Gerard L. Smith |
Director |
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Signature
|
Title
|
|||
/s/ Laura
G. Vazquez Laura G. Vazquez |
Senior Vice President, Controller and Principal Accounting Officer |
|||
*By:
|
/s/ Enrique
R. Ubarri Enrique R. Ubarri Attorney-in-Fact |
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EXHIBIT INDEX
Exhibit |
||||
Number
|
Description
|
|||
3 | .1 | Certificate of Incorporation of Doral Financial, which incorporates the certificates of designation of Doral Financials 7% Noncumulative Monthly Income Preferred Stock, Series A; Doral Financials 8.35% Noncumulative Monthly Income Preferred Stock, Series B; Doral Financials 7.25% Noncumulative Monthly Income Preferred Stock, Series C; and Doral Financials 4.75% Perpetual Cumulative Convertible Preferred Stock. (Incorporated herein by reference to Exhibit 3.1(j) of Doral Financials Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on March 19, 2008.) | ||
3 | .2 | Bylaws of Doral Financial, as amended on August 2, 2007. (Incorporated herein by reference to Exhibit 3.1 of Doral Financials Current Report on Form 8-K filed with the Commission on August 6, 2007.) | ||
3 | .3 | Certificate of Amendment of the Certificate of Incorporation of Doral Financial dated March 12, 2010. (Incorporated herein by reference to Exhibit 3.1 of Doral Financials Current Report on Form 8-K filed with the Commission on March 16, 2010.) | ||
3 | .4 | Certificate of Designation of Mandatorily Convertible Non-Cumulative Non-Voting Preferred Stock (including form of stock certificate). (Incorporated herein by reference to Exhibit 3.1 of Doral Financials Current Report on Form 8-K filed with the Commission on April 26, 2010.) | ||
4 | .1 | Common Stock Certificate. (Incorporated herein by reference to Exhibit 4.1 of Doral Financials Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on March 19, 2008.) | ||
4 | .2 | Loan and Guaranty Agreement among Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (AFICA), Doral Properties, Inc. and Doral Financial. (Incorporated herein by reference to exhibit number 4.1 of Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed with the Commission on November 15, 1999.) | ||
4 | .3 | Trust Agreement between AFICA and Citibank, N.A. (Incorporated herein by reference to exhibit number 4.2 of Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed with the Commission on November 15, 1999.) | ||
4 | .4 | Form of Serial and Term Bond (included in Exhibit 4.3 hereof). | ||
4 | .5 | Deed of Constitution of First Mortgage over Doral Financial Plaza. (Incorporated herein by reference to exhibit number 4.4 of Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed with the Commission on November 15, 1999.) | ||
4 | .6 | Mortgage Note secured by First Mortgage referred to in Exhibit 4.5 hereto (included in Exhibit 4.5 hereof). | ||
4 | .7 | Pledge and Security Agreement. (Incorporated herein by reference to exhibit number 4.6 of Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed with the Commission on November 15, 1999.) | ||
4 | .8 | Indenture, dated May 14, 1999, between Doral Financial and U.S. Bank National Association, as trustee, pertaining to senior debt securities. (Incorporated herein by reference to exhibit number 4.1 of Doral Financials Current Report on Form 8-K filed with the Commission on May 21, 1999.) | ||
4 | .9 | Indenture, dated May 14, 1999, between Doral Financial and Bankers Trust Company, as trustee, pertaining to subordinated debt securities. (Incorporated herein by reference to exhibit number 4.3 of Doral Financials Current Report on Form 8-K filed with the Commission on May 21, 1999.) | ||
4 | .10 | Form of Stock Certificate for 7% Noncumulative Monthly Income Preferred Stock, Series A. (Incorporated herein by reference to exhibit number 4(A) of Doral Financials Registration Statement on Form S-3 filed with the Commission on October 30, 1998.) | ||
4 | .11 | Form of Stock Certificate for 8.35% Noncumulative Monthly Income Preferred Stock, Series B. (Incorporated herein by reference to exhibit number 4.1 of Doral Financials Registration Statement on Form 8-A filed with the Commission on August 30, 2000.) | ||
4 | .12 | First Supplemental Indenture, dated as of March 30, 2001, between Doral Financial and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee. (Incorporated herein by reference to exhibit number 4.9 to Doral Financials Current Report on Form 8-K filed with the Commission on April 2, 2001.) |
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Exhibit |
||||
Number
|
Description
|
|||
4 | .13 | Form of Stock Certificate for 7.25% Noncumulative Monthly Income Preferred Stock, Series C. (Incorporated herein by reference to exhibit number 4.1 of Doral Financials Registration Statement on Form 8-A filed with the Commission on May 30, 2002.) | ||
4 | .14 | Form of Stock Certificate for 4.75% Perpetual Cumulative Convertible Preferred Stock. (Incorporated herein by reference to Exhibit 4 to Doral Financials Current Report on Form 8-K filed with the Commission on September 30, 2003.) | ||
4 | .15 | Form of Stock Certificate for Mandatorily Convertible Non-Cumulative Non-Voting Preferred Stock (included in Exhibit 3.4 hereof). | ||
5 | .1 | Form of opinion of Enrique R. Ubarri, Esq., Executive Vice President and General Counsel of the Company, regarding the validity of the common stock being registered. | ||
10 | .1 | Order to Cease and Desist issued to Doral Financial by the Board of Governors of the Federal Reserve System on March 16, 2006. (Incorporated herein by reference to Exhibit 99.2 to Doral Financials Current Report on Form 8-K filed with the Commission on March 17, 2006.) | ||
10 | .2 | Stipulation and Agreement of Partial Settlement, dated as of April 27, 2007. (Incorporated herein by reference to Exhibit 10.1 of Doral Financials Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Commission on April 30, 2007.) | ||
10 | .3 | Order to Cease and Desist issued to Doral Bank PR by the Federal Deposit Insurance Corporation, dated February 19, 2008. (Incorporated herein by reference to exhibit number 99-2 of Doral Financials Current Report of Form 8-K filed with the Commission on February 21, 2008.) | ||
10 | .4 | Purchase Agreement, dated September 23, 2003, between Doral Financial Corporation and Wachovia Securities LLC, as Representative of the Initial Purchasers of Doral Financials 4.75% Perpetual Cumulative Convertible Preferred Stock named therein. (Incorporated herein by reference to Exhibit 1 to Doral Financials Current Report on Form 8-K filed with the Commission on September 30, 2003.) | ||
10 | .5 | Employment Agreement, dated as of May 23, 2006, between Doral Financial and Glen Wakeman. (Incorporated herein by reference to Exhibit 10.1 to Doral Financials Current Report on Form 8-K filed with the Commission on May 30, 2006.) | ||
10 | .6 | Employment Agreement, dated as of August 14, 2006, between Doral Financial Corporation and Lesbia Blanco. (Incorporated herein by reference to Exhibit 10.1 to Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Commission on December 29, 2006.) | ||
10 | .7 | Employment Agreement, dated as of October 2, 2006, between Doral Financial Corporation and Enrique R. Ubarri, Esq. (Incorporated herein by reference to Exhibit 10.7 to Doral Financials Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Commission on December 29, 2006.) | ||
10 | .8 | Employment Agreement, dated as of June 25, 2007, between Doral Financial Corporation and Paul Makowski. (Incorporated herein by reference to Exhibit 10.11 to Doral Financials Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on March 19, 2008.) | ||
10 | .9 | Employment Agreement, dated as of June 1, 2007, between Doral Financial Corporation and Christopher Poulton. (Incorporated herein by reference to Exhibit 10.10 to Doral Financials Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on March 19, 2008.) | ||
10 | .10 | Securityholders and Registration Rights Agreement dated as of July 19, 2007, between Doral Financial Corporation and Doral Holdings Delaware, LLC. (Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on July 20, 2007.) | ||
10 | .11 | Advisory Services Agreements, dated as of July 19, 2007, between Doral Financial Corporation and Bear Stearns Merchant Manager III, L.P. (Incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on July 20, 2007.) | ||
10 | .12 | Doral Financial 2008 Stock Incentive Plan. (Incorporated herein by reference to Annex A to the Definitive Proxy Statement for the Doral Financial 2008 Annual Stockholders Meeting filed with the Commission on April 11, 2008.) |
Table of Contents
Exhibit |
||||
Number
|
Description
|
|||
10 | .13 | Employment Agreement, dated as of March 24, 2009, between Doral Financial and Robert E. Wahlman. (Incorporated herein by reference to Exhibit 99.2 to Doral Financials Current Report on Form 8-K filed with the Commission on March 26, 2009.) | ||
10 | .14 | Summary of Doral Financial Corporation 2007 Key Employee Incentive Plan. (Incorporated by reference to Exhibit 10.15 to Doral Financials Registration Statement on Form S-4 filed with the Commission on September 29, 2009) | ||
10 | .15 | Cooperation Agreement, dated as of April 19, 2010, by and among Doral Financial Corporation, Doral Holdings Delaware, LLC, Doral Holdings, L.P., and Doral GP Ltd. (Incorporated herein by reference to Exhibit 10.15 to Doral Financials Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the Commission on May 10, 2010.) | ||
10 | .16 | Stock Purchase Agreement, dated as of April 19, 2010, by and among Doral Financial Corporation and the purchasers named therein. | ||
12 | .1 | Computation of Ratio of Earnings to Fixed Charges. (Incorporated herein by reference to Exhibit 12.1 to Doral Financials Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the Commission on May 10, 2010.) | ||
12 | .2 | Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends. (Incorporated herein by reference to Exhibit 12.2 to Doral Financials Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the Commission on May 10, 2010.) | ||
21 | .1 | List of Doral Financials subsidiaries. (Incorporated herein by reference to Exhibit 21 of Doral Financial Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Commission on February 26, 2010.) | ||
23 | .1* | Consent of Independent Registered Public Accounting Firm. | ||
23 | .2 | Consent of Enrique R. Ubarri, Esq. | ||
24 | .1 | Powers of Attorney. |
* | Filed herewith. | |
| Previously filed. |