Item 3.02; 8.01 Unregistered Sales of Equity Securities; Other Events.
On June 8, 2009, Doral Financial Corporation ("Doral" or the "Company")
announced the results of its offers to exchange a number of properly tendered
and accepted shares of its 7.00% Noncumulative Monthly Income Preferred Stock,
Series A ("Series A Preferred Stock"), 8.35% Noncumulative Monthly Income
Preferred Stock, Series B ("Series B Preferred Stock"), 7.25% Noncumulative
Monthly Income Preferred Stock, Series C ("Series C Preferred Stock") and 4.75%
Perpetual Cumulative Convertible Preferred Stock ("Convertible Preferred Stock",
and together with the Series A Preferred Stock, Series B Preferred Stock and
Series C Preferred Stock, the "preferred stock") for newly issued shares of our
common stock, par value $0.01 per share (the "common stock"), plus a cash
payment (the "cash premium") on the terms and subject to the conditions
described in the Offer to Exchange, dated May 7, 2009 (as amended from time to
time, the "Offer to Exchange"), and in the related Letter of Transmittal, which,
as amended or supplemented from time to time, together constituted the exchange
offer.
On June 11, 2009, the Company settled the exchange offer. Pursuant to the terms
of the Offer to Exchange and the related Letter of Transmittal, the Company
completed an offer to exchange a number of the outstanding shares of its
preferred stock for shares of the Company's common stock. The Company issued
2,619,710 shares of common stock and paid $3,737,347.83 in cash in exchange for
298,986 shares of Convertible Preferred Stock, 493,058 shares of common stock
and paid $456,448.12 in cash in exchange for 228,173 shares of Series A
Preferred Stock, 234,929 shares of common stock and paid $217,400.87 in cash in
exchange for 217,339 shares of Series B Preferred Stock and 606,195 shares of
common stock and paid $560,916.28 in cash in exchange for 560,798 shares of
Series C Preferred Stock. Overall, $105.6 million liquidation amount of the
Company's preferred shares were validly tendered, not withdrawn and exchanged
upon the terms and subject to the conditions set forth in the Offer to Exchange
and the related Letter of Transmittal, which represents 18.4% of the aggregate
liquidation amount of its preferred shares. An aggregate of 1,305,296 shares of
preferred stock were retired upon receipt. As a result of the exchange offer,
Doral issued an aggregate of 3,953,892 shares of common stock and paid an
aggregate of $4,972,113.10 in cash premium payments. After settlement of the
exchange offer, 1,266,827 shares of Series A Preferred Stock, 1,782,661 shares
of Series B Preferred Stock, 3,579,202 shares of Series C Preferred Stock, and
1,081,014 shares of Convertible Preferred Stock will remain outstanding.
The issuance of common stock to the holders of preferred stock in exchange for
their shares of preferred stock was made by Doral pursuant to the exemption from
the registration requirements of the Securities Act of 1933, as amended,
contained in Section 3(a)(9) of such Act on the basis that the exchange offer
constituted an exchange with existing holders of Doral securities and no
commission or other remuneration was paid or given directly or indirectly to any
party for soliciting such exchange.