Assurant 2010 Annual Report Download - page 110

F-40 ASSURANT, INC.  2010 Form 10K
16 Mandatorily Redeemable Preferred Stock
On December 18, 2009, the Company entered into a three-year
unsecured revolving credit agreement (“2009 Credit Facility”) with a
syndicate of banks arranged by JP Morgan Chase Bank, Inc. and Bank
of America, Inc.  e 2009 Credit Facility provides for revolving loans
and the issuance of multi-bank, syndicated letters of credit and/or letters
of credit from a sole issuing bank in an aggregate amount of $350,000
and is available until December 2012, provided the Company is in
compliance with all covenants.  e agreement has a sublimit for letters
of credit issued under the agreement of $50,000.  e proceeds of these
loans may be used for the Company’s commercial paper program or
for general corporate purposes.
 e Company did not use the commercial paper program during the
twelve months ended December 31, 2010 and 2009 and there were
no amounts relating to the commercial paper program outstanding
at December 31, 2010 and December 31, 2009.  e Company
made no borrowings using the 2009 Credit Facility and no loans are
outstanding at December 31, 2010.  e Company does have $24,396
of letters of credit outstanding under the 2009 Credit Facility as of
December 31, 2010.
 e 2009 Credit Facility contains restrictive covenants and requires
that the Company maintain certain specifi ed minimum ratios and
thresholds. Among others, these covenants include maintaining a
maximum debt to capitalization ratio and a minimum consolidated
adjusted net worth. At December 31, 2010 the Company was in
compliance with all covenants, minimum ratios and thresholds.
16. Mandatorily Redeemable Preferred Stock
 e Company’s Board of Directors has the authority to issue up to
200,000,000 shares of preferred stock, par value $1.00 per share,
in one or more series and to fi x the powers, preferences, rights and
qualifi cations, limitations or restrictions thereof, which may include
dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences and the number of shares constituting any
series or the designations of the series.  e carrying value equals the
redemption value for all classes of preferred stock.
Information about the preferred stock is as follows:
For the years ended December 31,
2010 2009
Preferred stock, par value $1.00 per share:
Series B: 19,160 shares designated, 0 and 3,160 shares issued and outstanding in 2010 and 2009, respectively $ — $ 3,160
Series C: 5,000 shares designated, issued and outstanding 5,000 5,000
TOTAL $ 5,000 $ 8,160
 ere was no change in the outstanding shares of Series C for the years ended December 31, 2010, 2009 and 2008. Changes in the number of
Series B shares outstanding are as follows:
For the Years Ended December 31,
2010 2009 2008
Shares outstanding, beginning 3,160 6,160 16,160
Shares redeemed (3,160) (3,000) (10,000)
SHARES OUTSTANDING, ENDING  3,160 6,160
All shares have a liquidation price of $1,000 per share and rank senior
to common stock with respect to rights to receive dividends and to
receive distributions upon the liquidation, dissolution or winding up
of the Company.
During 2010, the holders of the Series B Preferred Stock redeemed all
of their shares and there was no Series B Preferred Stock outstanding as
of December 31, 2010. Prior to the redemption, holders of the Series
B Preferred Stock were entitled to receive cumulative dividends at the
rate of 4.0% per share per annum, multiplied by the $1,000 per share
liquidation price.
In February 2011, the holders of the Series C Preferred Stock redeemed
all of their shares and there are no more shares of Series C Preferred
Stock outstanding. Prior to the redemption, holders of the Series C
Preferred Stock were entitled to receive dividends at the rate of 4.5% per
share per annum multiplied by the $1,000 per share liquidation price.
Dividends on both Series B and Series C Preferred Stock were payable
in arrears on a quarterly basis. Any dividend that was not paid on a
specifi ed dividend payment date with respect to a share of such Preferred
Stock was added to the liquidation price of such share for purposes of
computing the future dividends on such share, until such delinquent
dividend was paid.
None of the shares of Series B or Series C Preferred Stocks were
convertible into common stock or any other equity security of the
Company. However, holders of the Series B and Series C Preferred
Stocks were entitled to one vote per share owned of record on all matters
voted upon by the Company stockholders, voting with the holders of
common stock as a single class, and not as a separate class or classes.