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
Date of Report (Date of earliest event reported): November 3, 2008
(Exact name of registrant as specified in its charter)
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| COMMONWEALTH OF PUERTO RICO
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000-13818
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66-0667416 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification
Number) |
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| 209 MUNOZ RIVERA AVENUE |
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| HATO REY, PUERTO RICO
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00918 |
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| (Address of principal executive offices)
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(Zip code) |
(787) 765-9800
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, 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))
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TABLE OF CONTENTS
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| Item 2.01 |
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Completion of acquisition or disposition of assets |
On November 3, 2008, Popular, Inc. (“the Corporation”) completed the previously announced sale of
approximately $1.2 billion in loan and servicing assets of its U.S. mortgage subsidiary Popular
Financial Holdings, Inc. (“PFH”) to Goldman Sachs Mortgage Company, Goldman, Sachs & Co., and
Litton Loan Servicing, LP for a gross purchase price of approximately $730 million in cash. The
sale resulted in a reduction of approximately $900M in loans and mortgage servicing assets that are
mainly accounted at fair value, providing Popular with more than $700 million in additional
liquidity and significantly reducing Popular’s U.S. subprime assets. The proceeds from the PFH
asset sales will be used for repayment of the Corporation’s medium-term notes due in 2009 as well
as other debt maturities. The sale was completed under the terms of an Asset Purchase Agreement
(“the Purchase Agreement”), dated August 29, 2008.
A copy of the press release announcing the completion of the transaction is being filed as Exhibit
99.1 to this Form 8-K.
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| Item 9.01 |
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Financial Statements and Exhibits |
(b) Pro Forma Financial Information
The Corporation’s unaudited pro forma financial information is attached hereto as Exhibit 99.2 and
is incorporated herein by reference.
(d) Exhibits
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99.1
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Press release dated November 3, 2008 |
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99.2
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Unaudited pro forma financial information of the Corporation. |