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8-K - FORM 8-K - FIRST BANCORP /PR/ | g27716e8vk.htm |
EX-10.2 - EX-10.2 - FIRST BANCORP /PR/ | g27716exv10w2.htm |
EX-10.3 - EX-10.3 - FIRST BANCORP /PR/ | g27716exv10w3.htm |
EX-10.1 - EX-10.1 - FIRST BANCORP /PR/ | g27716exv10w1.htm |
Exhibit 99.1
News Release |
FIRST BANCORP ANNOUNCES INCREASE IN THE AMOUNT OF THE
PROPOSED CAPITAL RAISE AND RIGHTS OFFERING
SAN JUAN, Puerto Rico July 18, 2011 First BanCorp (the Corporation) (NYSE: FBP), the bank
holding company for FirstBank Puerto Rico (FirstBank or the Bank), today announced it has
entered into amended agreements with Thomas H. Lee Partners, L.P., funds managed by Oaktree Capital
Management, L.P. and other institutional investors to increase the maximum size of the previously
announced proposed capital raise from $515 million to $525 million.
The amended agreements also will enable the Corporation to increase the size of the proposed rights
offering from $35 million to $37.3 million, which will allow each stockholder of record on the
record date (which has not yet been established) to purchase one share of the Corporations 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 Corporations 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.
This press release is not an offer to sell nor a solicitation of any offer to buy any securities in
any state or jurisdiction nor shall there by an sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any jurisdiction. These securities may not be offered
or sold in the United States absent registration under or any exemption from the registration
requirements of the Securities Act of 1933, as amended. Any public offering of the Companys
securities to be
made in the United States will be made only by means a registration statement that is filed with
and declared effective by the Securities and Exchange Commission.
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 160 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 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 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 (FED) and the order dated June
2, 2010 (the Order) that FirstBank Puerto Rico entered into with the FDIC and the Office of the
Commissioner of Financial Institutions of Puerto Rico that, among other things, require FirstBank
to attain certain capital levels and reduce
its special mention, classified, delinquent and non-accrual assets; uncertainty as to whether the
Corporations stockholders will approve the proposal to issue shares of common stock in the capital
raise, which will enable the corporation 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 as to whether the Corporation will be able to complete any other future capital-raising
efforts; uncertainty as to the availability of certain funding sources, such as retail brokered
CDs; the Corporations reliance on brokered CDs and its ability to obtain, on a periodic basis,
approval from the FDIC to issue brokered CDs to fund operations and provide liquidity in accordance
with the terms of the Order; the risk of not being able to fulfill the Corporations cash
obligations or pay dividends to its shareholders in the future due to its inability to receive
approval from the FED to 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; 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; 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 recover the assets pledged to Lehman
Brothers Special Financing, Inc.; impact to the Corporations results of operations and financial
condition associated with acquisitions and dispositions; a need to recognize additional impairments
on financial instruments or goodwill relating to acquisitions; the adverse effect of litigation;
risks that further downgrades in the credit ratings of the Corporations long-term senior debt will
adversely affect the Corporations ability to make future borrowings; general competitive factors
and industry consolidation; 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.
###
For First BanCorp:
Sara Alvarez
Vice President
Corporate Affairs Office
sara.alvarez@firstbankpr.com
(787) 729-8041
Sara Alvarez
Vice President
Corporate Affairs Office
sara.alvarez@firstbankpr.com
(787) 729-8041