UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 13, 2023, Popular, Inc. (the “Corporation”) issued $400,000,000 aggregate principal amount of its 7.25% Senior Notes due 2028 (the “Notes”) in an underwritten public offering pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. The Corporation intends to use the net proceeds of the offering to redeem or repay $300 million aggregate principal amount of its outstanding 6.125% Senior Notes due 2023.
The Notes were issued pursuant to the Indenture, dated as of February 15, 1995, as supplemented from time to time (the “Base Indenture”), and as further supplemented by the Tenth Supplemental Indenture, dated as of March 13, 2023 (the “Tenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Corporation and The Bank of New York Mellon, as trustee.
The Notes bear interest at a rate of 7.25% per annum and mature on March 13, 2028. Interest will be payable semiannually in arrears on March 13 and September 13 of each year, commencing on September 13, 2023. The Notes are unsecured senior debt securities and rank equally in right of payment with all the Corporation’s other existing and future unsecured senior indebtedness.
Prior to February 13, 2028, the Notes may be redeemed, at the Corporation’s option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on February 13, 2028) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Tenth Supplemental Indenture) plus 45 basis points (0.45%) less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after February 13, 2028, the Corporation may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
The Tenth Supplemental Indenture has been filed as Exhibit 4.1 to this Current Report on Form 8-K. The description of the Tenth Supplemental Indenture contained herein is qualified in its entirety by reference to the Tenth Supplemental Indenture, which is incorporated into this Item 1.01 by reference. Any information disclosed in this Current Report on Form 8-K or the exhibits hereto shall not be construed as an admission that such information is material.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
| Item 8.01. | Other Events. |
The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:
| • | Underwriting Agreement, dated March 8, 2023, between the Corporation and BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein; |
| • | Opinion of Sullivan & Cromwell LLP, dated March 13, 2023, as to the validity of the Notes; and |
| • | Opinion of Pietrantoni Méndez & Alvarez LLC, dated March 13, 2023, as to certain United States and Puerto Rico income tax matters. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| POPULAR, INC. (Registrant) | ||||||
| Date: March 13, 2023 | By: | /s/ José R. Coleman Tió | ||||
| José R. Coleman Tió | ||||||
| Executive Vice President and Chief Legal Officer | ||||||