UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DORAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Puerto Rico
(State or Other Jurisdiction of Incorporation)
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0-17224
(Commission File Number)
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66-031262
(IRS Employer Identification No.) |
Registrant’s telephone number, including area code:
787-474-6700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into Material Definitive Agreements.
In connection with the closing of the transactions contemplated by the Stock Purchase
Agreement (as defined below), Doral Financial Corporation (the
“Company”) entered into a
Securityholders and Registration
Rights Agreement, dated as of
July 19, 2007 (the
“Securityholders
and Registration Rights Agreement”) with Doral Holdings Delaware, LLC (
“Holdings”). A copy of the
Securityholders and Registration
Rights Agreement is attached hereto as Exhibit 10.1and is
incorporated herein by reference. Pursuant to the Securityholders and Registration Rights
Agreement,
the Company granted Holdings demand and piggyback registration rights as well as,
subject to certain exceptions, preemptive rights with respect to issuances of equity securities by
the Company.
For so long as Holdings in the aggregate owns a majority of the outstanding voting shares of
the Company, Holdings is entitled to nominate all of
the Company’s directors. After falling below
this ownership threshold, Holdings will have the right to designate the number of directors that is
proportionate to its ownership percentage of the equity of
the Company. For so long as Holdings in
the aggregate owns at least 5% of the outstanding voting shares of
the Company, it is entitled to
designate at least one director.
Pursuant to the Securityholders and Registration
Rights Agreement, Holdings will be restricted
from engaging in a
“going private” transaction with respect to
the Company unless the transaction
is approved by either (a) the disinterested directors (if any) on
the Company’s board or (b) a
majority of common shareholders that are not affiliated with Holdings. Whether or not the
transaction is structured to require disinterested director approval, the disinterested directors
are authorized to retain advisors.
In addition, for so long as Holdings in the aggregate owns a majority of the outstanding
voting shares of
the Company, it will be restricted from transferring to any third party, in one or
a series of related transactions, a majority of the shares of
the Company’s common stock, unless
the transaction, or series of related transactions, provides for or permits
the Company’s public
shareholders to participate on the same terms, on a pro rata basis. Subject to certain exceptions,
the Company’s public shareholders similarly have this right to participate in such a transaction if
a majority interest in Holdings is so transferred while it still owns a majority of
the Company’s
common stock.
Advisory Services Agreement
In connection with the closing of the transactions contemplated by the Stock Purchase
Agreement,
the Company also entered into an advisory services agreement with Bear Stearns Merchant
Manager III, L.P. (the
“Advisor”), an affiliate of Bear Stearns Merchant Banking, pursuant to which
the Advisor will provide certain financial and administrative services to
the Company in exchange
for an annual fee and the reimbursement of out-of-pocket expenses. A copy of the Advisory Services
Agreement is attached hereto as
Exhibit 10.2. The agreement has a term of five years. The annual
fee (payable in advance on August 31 of each year, except for the fee in respect of the first
twelve-month period which is payable at closing) for the period from
July 1, 2007 to
June 30, 2008
will equal $1.5 million, and will increase by $500,000 during each twelve-month period thereafter.
Notwithstanding the foregoing, the fee for the last three twelve-month periods is capped at an
amount equal to three percent of
the Company’s consolidated pre-tax income for the preceding
twelve-month period. The agreement may be terminated by
the Company at any time upon 60 days’ prior
notice. In the event of early termination,
the Company would be required to pay the Advisor all
fees that would otherwise be payable under the agreement through the earlier of (x) the fifth
anniversary of the date of the agreement and (y) the second anniversary of termination.
The Company will also reimburse the reasonable out-of-pocket expenses of Holdings, its parent
company and the general partner of its parent company, to the extent related to its investment in
the Company, including but not limited to reasonable and documented legal and accounting expenses,
regulatory compliance costs, the costs of insurance, all partner reporting and other administrative
expenses.
Item 3.02 Unregistered Sales of Equity Securities.
The shares were issued and sold to Holdings pursuant to the Stock Purchase Agreement without
being registered under the Securities Act of 1933, as amended (the “Securities Act”), or qualified
under state or Commonwealth of Puerto Rico
securities or blue sky laws, in compliance with the exemption from Securities Act registration
provided by Section 4(2) of the Securities Act.
Item 5.01 Change of Control.
On
July 19, 2007, pursuant to the Stock Purchase Agreement, dated as of
May 16, 2007, as
amended (the
“Stock Purchase Agreement”), entered into by
the Company and Holdings, Holdings
purchased 968,263,968 newly issued shares of
the Company’s common stock for $610 million in cash.
Holdings now holds securities representing approximately 90.0% of the voting power of all of the
Company’s shareholders.
See Items 1.01 above for a description of arrangements with respect to election of directors
to
the Company’s board and other matters.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
July 19, 2007, upon the closing of the transactions contemplated by the Stock Purchase
Agreement described above, and in accordance with the provisions of the Stock Purchase Agreement,
Edgar M. Cullman, Jr., John L. Ernst, Peter A. Hoffman, John B. Hughes, Efraim Kier, Adolfo Marzol,
Manuel Peña-Morros and Harold D. Vicente resigned from their positions as directors of
the Company.
Dennis G. Buchert and Glen R. Wakeman will continue to serve as directors of
the Company. In
addition, pursuant to Holding’s rights to nominate directors for election to the board, as
described above, the following persons were elected to serve as directors of
the Company:
Frank W. Baier
Mr. Baier is a consultant and was formerly the Chief Financial Officer of Independence Community Bank from 2001 to 2006. Mr. Baier is a CPA, and has a B.S.B.A. in accounting from Seton Hall University and an M.B.A. from the Leonard N. Stern School of Business, New York University.
David E. King
Mr. King is a senior managing director of Bear Stearns & Co., which he joined in 2001. Mr.
King received a B.A. from Rice University, an M.S. from SUNY-Stony Brook, and an M.B.A. from
Stanford Graduate School of Business.
Howard M. Levkowitz
Mr. Levkowitz is a Managing Partner and Co-founder of Tennenbaum Capital Partners, LLC, whose predecessor he joined in 1997.
Mr. Levkowitz received B.A. and B.S. degrees from the University of Pennsylvania (Wharton School) and a J.D. from
the University of Southern California.
Michael J. O’Hanlon
Mr. O’Hanlon
is a Senior Managing Director of Marathon Asset Management. Prior to his current
position, Mr. O’Hanlon held various positions at Lehman Brothers, including Head of Global
Financial Institutions and Head of Financial Sponsor and Restructuring Groups/Asia—Tokyo. Mr.
O’Hanlon received a B.S. degree from The College of St. Rose and an M.B.A. from the State University of
New York at Albany.
Ori Uziel
Mr. Uziel
is a managing director of Perry Corp., which he joined in 2002. Mr. Uziel
received a B.S. from the University of California, Berkeley and an M.B.A. from the Stanford
Graduate School of Business.
Item 7.01 Regulation FD Disclosure
On
July 19, 2007,
the Company issued a
press release announcing that it had completed the
closing of the transactions contemplated by the Stock Purchase Agreement. A copy of the press
release referred to above is attached as
Exhibit 99.1 to this Current Report on Form 8-K.