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| TSFG > SEC Filings for TSFG > Form 8-K on 24-Sep-2009 | All Recent SEC Filings |
24-Sep-2009
Unregistered Sale of Equity Securities
On September 21, 2009, the Company announced the final results of the Company's previously announced offer to exchange (the "Exchange Offer") shares of 10% Mandatory Convertible Non-Cumulative Preferred Stock, Series 2008ND-V, 10% Mandatory Convertible Non-Cumulative Preferred Stock, Series 2008ND-NV, 10% Mandatory Convertible Non-Cumulative Preferred Stock, Series 2008D-V and 10% Mandatory Convertible Non-Cumulative Preferred Stock, Series 2008D-NV, each with no par value per share and a liquidation preference of $1,000 per share (the "Preferred Stock") for shares of common stock, par value $1.00 per share, of the Company (the "Common Shares"), which expired at 5:00 pm, New York City time, on September 18, 2009. The full text of the Company's press release relating to the announcement of the final results of the Exchange Offer is filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed September 21, 2009.
On September 23, 2009, the Company settled the Exchange Offer. In the aggregate, the Company issued 20,915,430 Common Shares in exchange for 90,876 shares of Preferred Stock. After settlement, 4,650 shares of Preferred Stock remain outstanding. The table below sets forth the amount of each series that was exchanged and the amount that remains outstanding.
Preferred Shares Number of
Preferred Shares Remaining Common
CUSIP Title of Securities Exchanged Outstanding Shares Issued
10% Mandatory Convertible
837841204 Non-Cumulative Preferred 18,800 -- 4,326,887
Stock, Series 2008ND-V
10% Mandatory Convertible
837841303 Non-Cumulative Preferred 67,006 -- 15,421,681
Stock, Series 2008ND-NV
10% Mandatory Convertible
837841402 Non-Cumulative Preferred 1,200 1,048 276,177
Stock, Series 2008D-V
10% Mandatory Convertible
837841501 Non-Cumulative Preferred 3,870 3,602 890,685
Stock, Series 2008D-NV
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The Common Shares were issued in the Exchange Offer in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for securities exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
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