8-K

 

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): September 17, 2008

Popular, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Puerto Rico	0-13818	66-0667416
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
209 MUNOZ RIVERA AVE, POPULAR CENTER BUILDING, HATO REY , Puerto Rico		00918
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 787-765-9800

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On September 17, 2008, Popular, Inc. (the "Corporation" or "Popular" ) announced that its leading banking franchise in Puerto Rico, Banco Popular of Puerto Rico, has reached an agreement to purchase from R-G Mortgage Corp., a unit of R-G Financial, the third-party mortgage servicing rights to a mortgage loan portfolio of approximately $5.1 billion. The transaction is expected to close in the fourth quarter of 2008. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

In addition, on September 18, 2008, the Corporation announced the sale of manufactured housing loan assets of its U.S. mortgage subsidiary Popular Financial Holdings, or PFH, to 21st Mortgage Corp. and Vanderbilt Mortgage and Finance, Inc. This transaction provided approximately $194 million in cash and further reduce its assets at its PFH subsidiary, in conjunction with previously announced asset sales. Popular expects to report a pre-tax loss of approximately $70 million in connection with this sale. A copy of th e press release is attached to this Form 8-K as Exhibit 99.2.


As a result of this sale and Popular’s previously disclosed agreement to sell loan and servicing assets of PFH to affiliates of Goldman Sachs (the "PFH Asset Sale") and the issuance of Floating Rate Notes (as disclosed in a Form-8K on September 16, 2008), and assuming the PFH Asset Sale transaction is consummated on the terms described, Popular expects to have over $1.8 billion of liquidity available, including $650 million of available cash and investments, $250 million of proceeds from the issuance of the Floating Rate Notes, approximately $194 million from the sale of PFH’s manufactured loan assets and approximately $700 million from the PFH Asset Sale expected to be consummated during the fourth quarter of 2008. On a combined basis, these resources exceed the amount of indebtedness of Popular and its subsidiaries that comes due during the remainder of 2008 and all of 2009.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press release dated September 17, 2008
Exhibit 99.2 Press release dated September 18, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Popular, Inc.
September 22, 2008	By:	Ileana Gonzalez
		Name: Ileana Gonzalez
		Title: Senior Vice President and Comptroller

Exhibit Index

Exhibit No.	Description
99.1	Press realease dated 9/17/2008
99.2	Press realease dated 9/18/2008

EX-99.1

POPULAR, INC. Contact:	Exhibit 99.1
Investor Relations:
Jorge A. Junquera Chief Financial Officer Senior Executive Vice President 787-754-1685
Media Relations:
Teruca Rullán Senior Vice President

Corporate Communications
787-281-5170 or 917-679-3596 (mobile)

News For Immediate Release:

Popular, Inc. Announces Agreement to Purchase Mortgage Servicing Portfolio in Puerto Rico

San Juan, PR, September 17, 2008 – Popular, Inc. (Nasdaq: BPOP) announced today that its leading banking franchise in Puerto Rico, Banco Popular of Puerto Rico, has reached an agreement to purchase from R-G Mortgage Corp., a unit of R-G Financial, the third-party mortgage servicing rights to a mortgage loan portfolio of approximately $5.1 billion. The transaction is expected to close in the fourth quarter of 2008.

“This transaction will further fortify our leading position in Puerto Rico and it is immediately accretive,” said Richard L. Carrion, Chairman of the Board and Chief Executive Officer of Popular, Inc.

“We continue to grow in our main market,” said David Chafey, President of Banco Popular of Puerto Rico. “This agreement increases our servicing portfolio to approximately $20 billion, creates the opportunity for cost synergies and provides an avenue to service an attractive clientele.”

Forward-Looking statements

The information included in this press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve certain risks and uncertainties that may cause actual results to differ materially from those expressed in forward-looking statements. Factors such as changes in interest rate environment, as well as general changes in business market and economic conditions may cause actual results to differ from those contemplated by such forward-looking statements. For a discussion of such risks and uncertainties, see the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007 as well as its filings with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

Popular, Inc. is a full service financial services provider based in Puerto Rico with operations in Puerto Rico, the United States, the Caribbean and Latin America. As the leading financial institution in Puerto Rico, with over 300 branches and offices, the Corporation offers retail and commercial banking services through its principal banking subsidiary, Banco Popular de Puerto Rico, as well as auto and equipment leasing and financing, mortgage loans, consumer lending, investment banking, broker-dealer and insurance services through specialized subsidiaries. In the United States, the Corporation operates Banco Popular North America (“BPNA”), including its wholly-owned subsidiary E-LOAN, and Popular Financial Holdings (“PFH”). BPNA is a community bank providing a broad range of financial services and products to the communities it serves. BPNA operates branches in New York, California, Illinois, New Jersey, Florida and Texas. E-LOAN offers online consumer direct lending and provides an online platform to raise deposits for BPNA. PFH primarily continues to carry a maturing loan portfolio and operates a mortgage loan servicing unit. The Corporation, through its transaction processing company, EVERTEC, continues to use its expertise in technology as a competitive advantage in its expansion throughout the United States, the Caribbean and Latin America, as well as internally servicing many of its subsidiaries’ system infrastructures and transactional processing businesses. The Corporation is exporting its 114 years of experience through these regions while continuing its commitment to meeting the needs of retail and business clients through innovation, and to fostering growth in the communities it serves.

POPULAR, INC. Contact:	Exhibit 99.2
Investor Relations:
Jorge A. Junquera Chief Financial Officer Senior Executive Vice President 787-754-1685
Media Relations:
Teruca Rullán Senior Vice President

Corporate Communications
787-281-5170 or 917-679-3596 (mobile)

News For Immediate Release:

Popular Announces Sale of Manufactured Housing Loan Portfolio to 21st Mortgage Corp. and Vanderbilt Mortgage and Finance Inc.

San Juan, Puerto Rico, Sept. 18, 2008 – Popular, Inc. announced today the sale of manufactured housing loan assets of its U.S. mortgage subsidiary Popular Financial Holdings, or PFH, to 21st Mortgage Corp. and Vanderbilt Mortgage and Finance, Inc. This transaction will provide approximately $194 million in cash and further reduce its assets at its PFH subsidiary, in conjunction with previously announced asset sales. Popular expects to report a pre-tax loss of approximately $70 million in connection with the sale announced today.

“This agreement builds on previous actions we have taken to exit non-strategic markets and strengthen our balance sheet,” said Richard L. Carrión, Chairman, President and CEO of Popular, Inc. “We still have work to do and will communicate future actions once completed.”

As a result of this sale and Popular’s previously disclosed agreement to sell loan and servicing assets of PFH to affiliates of Goldman Sachs (the “PFH Asset Sale”) and the issuance of Floating Rate Notes (as disclosed in a Form-8K on September 16, 2008), and assuming the PFH Asset Sale transaction is consummated on the terms described, Popular expects to have over $1.8 billion of liquidity available, including $650 million of available cash and investments, $250 million of proceeds from the issuance of the Floating Rate Notes, approximately $194 million from the sale of PFH’s manufactured loan assets consummated today and approximately $700 million from the PFH Asset Sale expected to be consummated during the fourth quarter of 2008. On a combined basis, these resources exceed the amount of indebtedness of Popular and its subsidiaries that comes due during the remainder of 2008 and all of 2009.

Forward-Looking statements

The information included in this press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve certain risks and uncertainties that may cause actual results to differ materially from those expressed in forward-looking statements. Factors such as changes in interest rate environment, as well as general changes in business market and economic conditions may cause actual results to differ from those contemplated by such forward-looking statements. For a discussion of such risks and uncertainties, see the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007 as well as its filings with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

Popular, Inc. is a full service financial services provider based in Puerto Rico with operations in Puerto Rico, the United States, the Caribbean and Latin America. As the leading financial institution in Puerto Rico, with over 300 branches and offices, the Corporation offers retail and commercial banking services through its principal banking subsidiary, Banco Popular de Puerto Rico, as well as auto and equipment leasing and financing, mortgage loans, consumer lending, investment banking, broker-dealer and insurance services through specialized subsidiaries. In the United States, the Corporation operates Banco Popular North America (“BPNA”), including its wholly-owned subsidiary E-LOAN, and Popular Financial Holdings (“PFH”). BPNA is a community bank providing a broad range of financial services and products to the communities it serves. BPNA operates branches in New York, California, Illinois, New Jersey, Florida and Texas. E-LOAN offers online consumer direct lending and provides an online platform to raise deposits for BPNA. PFH primarily continues to carry a maturing loan portfolio and operates a mortgage loan servicing unit. The Corporation, through its transaction processing company, EVERTEC, continues to use its expertise in technology as a competitive advantage in its expansion throughout the United States, the Caribbean and Latin America, as well as internally servicing many of its subsidiaries’ system infrastructures and transactional processing businesses. The Corporation is exporting its 114 years of experience through these regions while continuing its commitment to meeting the needs of retail and business clients through innovation, and to fostering growth in the communities it serves.