UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Popular, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
733174106
(CUSIP Number)
April 14, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 733174106
1. Names of Reporting Person
Scout Capital Management, L.L.C.
2. Check the Appropriate Box if a Member Of a Group
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 33,090,000
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 33,090,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
33,090,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.17%
12. Type of Reporting Person
IA
CUSIP No. 733174106
1. Names of Reporting Person
Adam Weiss
2. Check the Appropriate Box if a Member Of a Group
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 33,090,000
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 33,090,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
33,090,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.17%
12. Type of Reporting Person
IN
CUSIP No. 733174106
1. Names of Reporting Person
James Crichton
2. Check the Appropriate Box if a Member Of a Group
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 33,090,000
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 33,090,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
33,090,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.17%
12. Type of Reporting Person
IN
Item 1. (a) Name of Issuer:
Popular, Inc.
Item 1. (b) Address of Issuer's Principal Executive Offices:
209 Munoz Rivera Avenue
Hato Rey, PUerto Rico 00918
Item 2. (a) Name of Person Filing:
This statement is filed by:
(i) Scout Capital Management, L.L.C., a Delaware limited
liability company ("Scout Capital Management"), which serves
as investment manager to two Delaware limited
partnerships and two Cayman Islands exempted companies
(collectively, the "Funds"), with respect to the
shares of Class A Common Stock directly owned by the Funds;
(ii) Adam Weiss ("Mr. Weiss"), with respect to the shares of
Class A Common Stock directly owned by the Funds; and
(iii) James Crichton ("Mr. Crichton"), with respect to the shares
of Class A Common Stock directly owned by the Funds.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
(b) Address of Principal Business Offices:
The address of the business office of each of the Reporting
Persons is 640 Fifth Avenue, 22nd Floor, New York, New York 10019.
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each Reporting
Person.
(d) Title of Class of Securities:
Class A Common Stock, $0.01 par value
(e) CUSIP Number: 733174106
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check the box [X]
Item 4. Ownership
Please see Items 5 - 9 and 11 of each cover sheet for each Reporting
Person.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Please see Item 2.
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: April 26, 2010
SCOUT CAPITAL MANAGEMENT, L.L.C.
By: /s/ Adam Weiss
--------------------------
Adam Weiss
Managing Member
By: /s/ James Crichton
--------------------------
James Crichton
Managing Member
ADAM WEISS
/s/ Adam Weiss
--------------------------
JAMES CRICHTON
/s/ James Crichton
--------------------------