UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 14, 2011
FIRST BANCORP.
(Exact Name of Registrant as Specified in its Charter)
001-14793
(Commission File Number)
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Puerto Rico
(State or Other Jurisdiction
of Incorporation)
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66-0561882
(I.R.S. Employer
Identification No.) |
1519 Ponce de Leon
San Juan, Puerto Rico 00908-0146
(Address of Principal Executive Offices) (Zip Code)
(787) 729 8200
(Registrant’s Telephone Number, including Area Code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On July 14, 2011, First BanCorp (the “Corporation”), the bank holding company for FirstBank
Puerto Rico (“FirstBank” or “the Bank”), entered into amended and restated agreements with Thomas
H. Lee Partners, L.P. (“THL”) and with funds managed by Oaktree Capital Management, L.P.
(“Oaktree”) and entered into an amendment to the investment agreement with institutional investors
advised by Wellington Management Company, LLP to enable the
Corporation to increase the size of the previously announced
proposed capital raise from $515 million to $525 million.
The amendments also will enable the Corporation to increase the size of the proposed rights
offering from $35 million to $37.3 million, which will allow a rights offering in which each
stockholder of record on the record date (which has not yet been established) to purchase one share
of the Corporation’s common stock for every two shares of the common stock held on the record date
at $3.50 per share. The proposed rights offering will allow the Corporation’s stockholders to
purchase up to an aggregate of 10,657,142 shares of common stock. The Corporation intends to file
a registration statement covering the rights offering with the U.S. Securities and Exchange
Commission and the rights offering is expected to begin after the registration statement is
declared effective by the U.S. Securities and Exchange Commission. The higher capital raise,
together with the rights offering, will provide the Corporation up to $562.3 million in new common
capital.
The agreements with THL and Oaktree were also amended and restated to permit each of THL and
Oaktree, as the case may be, (a) for as long as it owns at least 25% of the number of shares of
Common Stock that it purchased from us, to acquire from us at such time as we offer or sell any
Common Stock or securities that are convertible into or exchangeable
for Common Stock, or include a
Common Stock component, to any other investor to which we sell Common
Stock or its affiliates in the capital raise (other than an
investor that owns more shares than THL or Oaktree), for the same price and on the same terms as
such other offer or sale, up to an amount of new securities equal to the aggregate amount of new
securities that we offer to sell to such other investor or its affiliates, and (b) for as long as
it owns in the aggregate at least as many shares of Common Stock as any other entity or group of
affiliated entities, if we offer to sell to any entity or group of
affiliated entities Common Stock or
securities that are convertible into or exchangeable for Common Stock, or include a Common Stock
component, that would cause that entity or group of affiliated
entities to own more shares of Common Stock than THL
or Oaktree, as applicable, we will offer to sell to each of THL and
Oaktree, for the same price and on the same terms as such other offer or sale,
a number of new securities such that THL or Oaktree, as applicable,
will own an amount of shares of Common Stock,
after giving effect to the conversion or exercise of such new securities into Common Stock, equal
to the number of shares of Common Stock owned by such other entity or group of affiliated entities.
A
copy of each of the agreements is attached hereto as Exhibit 10.1, 10.2 and 10.3,
respectively. A copy of the press release announcing the amendments to the agreements is attached
hereto as Exhibit 99.1 and is hereby incorporated herein by reference.