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8-K - FORM 8-K - FIRST BANCORP /PR/ | g25734e8vk.htm |
EX-3.1 - EX-3.1 - FIRST BANCORP /PR/ | g25734exv3w1.htm |
Exhibit 99.1
News Release |
First BanCorp Announces 1-For-15 Reverse Stock Split
SAN JUAN, Puerto Rico January 5, 2011 First BanCorp (the Corporation) [NYSE:FBP]
announced today that, effective as of 12:01 am January 7, 2011, it is implementing a
one-for-fifteen reverse stock split of all outstanding shares of its common stock.
At the Corporations Special Meeting of Stockholders held on August 24, 2010, shareholders approved
an amendment to the Corporations Restated Articles of Incorporation to implement a reverse stock
split at a ratio, to be determined by the Board of Directors in its sole discretion, within the
range of one new share of common stock for 10 old shares and one new share for 20 old shares. As
authorized, the Board has elected to effect a reverse stock split at a ratio of one-for-fifteen.
We appreciate the support of our stockholders in granting our board the authority to effect a
reverse stock split. After a thorough consideration of our options, the board determined that a
reverse stock split of the Corporations common shares is in the best interest of stockholders,
commented Aurelio Aleman, President and Chief Executive Officer of First BanCorp. A reverse stock
split better positions the Corporation to accomplish its capital strategies and regain compliance
with the NYSE listing rules.
The one-for-fifteen reverse stock split automatically converts fifteen old shares of the
Corporations common stock into one new share of common stock, and reduces the number of
outstanding shares of common stock from approximately 320 million shares to approximately 21
million shares of common stock. The Corporation will not issue fractional shares in connection
with the reverse stock split. For cases in which the reverse stock split results in any stockholder
holding fractional shares, the stockholder will receive a cash payment (without interest) in lieu
of such fractional shares. All outstanding options, warrants or other rights convertible into or
exercisable for shares of common stock will be adjusted in accordance with their respective terms
to account for the one-for-fifteen reverse stock split. The amount of authorized shares of common
stock will not change as a result of the reverse stock split.
The Corporations common stock will begin trading on a post-reverse stock split basis when the
market opens on Friday, January 7, 2011, and will continue to trade on the NYSE under the symbol
FBP. Stockholders holding physical share certificates will receive instructions as to how to
exchange existing share certificates for new certificates representing the post-reverse stock split
shares. BNY Mellon Shareowner Services is serving as the Corporations Exchange Agent in connection
with the reverse stock split.
News Release |
About First BanCorp
First BanCorp is the parent corporation of FirstBank Puerto Rico, a state-chartered commercial bank
with operations in Puerto Rico, the Virgin Islands and Florida, and of FirstBank Insurance Agency.
First BanCorp and FirstBank Puerto Rico all operate within U.S. banking laws and regulations. The
Corporation operates a total of 170 branches, stand-alone offices and in-branch service centers
throughout Puerto Rico, the U.S. and British Virgin Islands, and Florida. Among the subsidiaries of
FirstBank Puerto Rico are First Federal Finance Corp., a small loan company; FirstBank Puerto Rico
Securities, a broker-dealer subsidiary; First Management of Puerto Rico; and FirstMortgage, Inc., a
mortgage origination company. In the U.S. Virgin Islands, FirstBank operates First Insurance VI, an
insurance agency, and First Express, a small loan company. First BanCorps common and publicly-held
preferred shares trade on the New York Stock Exchange under the symbols FBP, FBPPrA, FBPPrB,
FBPPrC, FBPPrD and FBPPrE. Additional information about First BanCorp may be found at
www.firstbankpr.com.
Safe Harbor This press release may contain forward-looking statements concerning the
Corporations future economic performance. The words or phrases expect, anticipate, look
forward, should, believes and similar expressions are meant to identify forward-looking
statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of
1995, and are subject to the safe harbor created by such section. The Corporation wishes to caution
readers not to place undue reliance on any such forward-looking statements, which speak only as
of the date made, and to advise readers that various factors, including, but not limited to,
uncertainty as to whether the Corporation will complete the sale of approximately $350 million of
equity so as to meet the remaining substantive condition necessary to compel the U.S. Treasury to
convert into common stock the shares of Series G Preferred Stock that the Corporation issued to the
U.S. Treasury; uncertainty about whether the Corporation will be able to fully comply with the
written agreement dated June 3, 2010 that the Corporation entered into with the Federal Reserve
Bank of New York (the FED) and the order dated June 2, 2010 (the Order) that the Corporation
and FirstBank Puerto Rico entered into with the Federal Deposit Insurance Corporation (the FDIC)
and the Office of the Commissioner of Financial Institutions of Puerto Rico (OCIF) that, among
other things, require the Corporation to attain certain capital levels and reduce its special
mention, classified, delinquent and non-accrual assets; uncertainty as to whether or not a
definitive agreement providing for the sale of assets will be negotiated; uncertainty as to whether
the Corporation will be able to complete future capital-raising efforts; uncertainty as to the
availability of certain funding sources, such as retail brokered certificates of deposit; the risk
of not being able to fulfill the Corporations cash obligations or pay dividends to its
shareholders due to its inability to receive approval from the FED to
News Release |
receive dividends from FirstBank Puerto Rico; the risk of being subject to possible additional
regulatory actions; the strength or weakness of the real estate markets and of the consumer and
commercial credit sectors and their impact on the credit quality of the Corporations loans and
other assets, including the Corporations construction and commercial real estate loan portfolios,
which have contributed and may continue to contribute to, among other things, the increase in the
levels of non-performing assets, charge-offs and the provision expense and may subject the
Corporation to further risk from loan defaults and foreclosures; adverse changes in general
economic conditions in the United States and in Puerto Rico, including the interest rate scenario,
market liquidity, housing absorption rates, real estate prices and disruptions in the U.S. capital
markets, which may reduce interest margins, impact funding sources and affect demand for all of the
Corporations products and services and the value of the Corporations assets; the Corporations
reliance on brokered certificates of deposit and the Corporations ability to obtain, on a periodic
basis, approval to issue brokered certificates of deposit to fund operations and provide liquidity
in accordance with the terms of the Order; an adverse change in the Corporations ability to
attract new clients and retain existing ones; a decrease in demand for the Corporations products
and services and lower revenues and earnings because of the continued recession in Puerto Rico and
the current fiscal problems and budget deficit of the Puerto Rico government; a need to recognize
additional impairments on financial instruments or goodwill relating to acquisitions; uncertainty
about regulatory and legislative changes for financial services companies in Puerto Rico, the
United States and the U.S. and British Virgin Islands, which could affect the Corporations
financial performance and could cause the Corporations actual results for future periods to differ
materially from prior results and anticipated or projected results; uncertainty about the
effectiveness of the various actions undertaken to stimulate the United States economy and
stabilize the United States financial markets, and the impact such actions may have on the
Corporations business, financial condition and results of operations; changes in the fiscal and
monetary policies and regulations of the federal government, including those determined by the
Federal Reserve System, the FDIC, government-sponsored housing agencies and local regulators in
Puerto Rico and the U.S. and British Virgin Islands; the risk of possible failure or circumvention
of controls and procedures and the risk that the Corporations risk management policies may not be
adequate; the risk that the FDIC may further increase the deposit insurance premium and/or require
special assessments to replenish its insurance fund, causing an additional increase in the
Corporations non-interest expense; risks of not being able to generate sufficient income to
realize the benefit of the deferred tax asset; risks of not being able to recover the assets
pledged to Lehman Brothers Special Financing, Inc.; changes in the Corporations expenses
associated with acquisitions and dispositions; the adverse effect of litigation; developments in
technology; risks associated with further downgrades in the credit ratings of the
News Release |
Corporations long-term senior debt; general competitive factors and industry consolidation; risks
associated with the depression of the price of the Corporations common stock, including the
possibility of the Corporations common stock being delisted from the New York Stock Exchange; and
the possible future dilution to holders of common stock resulting from additional issuances of
common stock or securities convertible into common stock. The Corporation does not undertake, and
specifically disclaims any obligation, to update any forward-looking statements to reflect
occurrences or unanticipated events or circumstances after the date of such statements.
###
First BanCorp
Alan Cohen
Senior Vice President
Marketing and Public Relations
alan.cohen@firstbankpr.com
787.729.8256
Alan Cohen
Senior Vice President
Marketing and Public Relations
alan.cohen@firstbankpr.com
787.729.8256