1^ST UNITED BANCORP, INC.

FORM 8-K
CURRENT REPORT

Explanatory Note

          On April 1, 2012, 1st United Bancorp, Inc. (“Bancorp” or the “Registrant”), filed a Current Report on Form 8-K (the “Original Report”) to report that it had completed the merger (the “Merger”), effective April 1, 2012, of Anderen Financial, Inc., a Florida Corporation (“AFI”), and its wholly owned subsidiary, Anderen Bank, a Florida chartered commercial bank (“Anderen Bank”) pursuant to the Agreement and Plan of Merger (“Merger Agreement”), dated October 24, 2011. In the Original Report, the Registrant indicated it would file an amendment to the Form 8-K no later than June 16, 2012 to provide financial information to the extent required by Item 9.01 of Form 8-K.

          This Current Report on Form 8-K/A (“Amendment 1”) updates the disclosures provided in Item 2.01 and provides the disclosures required by Item 9.01. Except as otherwise provided herein, the other disclosures made in the Original Report remain unchanged. The Registrant does not anticipate that it will further amend this Current Report.

          Statements made or incorporated by reference in this Amendment, other than those concerning historical financial information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties. These forward-looking statements include, without limitation, statements regarding Bancorp’s expectation concerning its financial condition, operating results, cash flows, liquidity and capital resources, including the effects of the Anderen Merger and the final determination of the assets and liabilities acquired and their respective valuations. A discussion of risk, uncertainties and other factors that could cause actual results to differ materially from management’s expectations is set forth under the captions “Business – Note about Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and in the Original Report.

Item 2.01 Completion of Acquisition and Disposition of Assets

          On April 1, 2012, 1^st United Bancorp, Inc. completed its acquisition of Anderen Financial, Inc., a Florida corporation and its wholly-owned subsidiary Anderen Bank, a Florida-chartered commercial bank pursuant to the Agreement and Plan of Merger, dated October 24, 2011, by and among the Registrant, AFI, and Anderen. In accordance with the Merger Agreement, the Registrant acquired AFI through (i) the merger of AFI with and into the Registrant and (ii) the subsequent merger of Anderen with and into 1^st United Bank (collectively, the “Merger”). The Registrant was the surviving financial holding company and 1^st United Bank was the surviving bank following the Merger. The Merger became effective at 9:00 a.m. Eastern Time on April 1, 2012 (the “Effective Time”).

          Pursuant to the terms of the Merger Agreement, each share of AFI common stock, $0.01 par value per share (excluding shares held by AFI, Bancorp, or any subsidiaries of either AFI or Bancorp, in each case other than in a fiduciary capacity or as a result of debts previously contracted, and excluding shares held by shareholders who perfect their statutory dissenters’ rights, if any), was cancelled and automatically converted into the right to receive cash, common stock of the Registrant, or a combination of cash and common stock of the Registrant, and cash in lieu of fractional shares, as applicable. AFI shareholders could elect to receive cash, stock, or a combination of 50% cash and 50% stock, provided, however, that each such election was subject to mandatory allocation procedures to ensure the total consideration was approximately 50% cash and 50% stock. The value of the Per Share Consideration (the value of the consideration paid in exchange for each share of AFI common stock, as such term is defined in the Merger Agreement) was $7.728. The total value of the consideration paid to AFI shareholders was $38,250,443, which consisted of approximately $19,125,222 in cash and 3,140,430 shares of the Registrant’s common stock.

          The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed on October 24, 2011 and is incorporated by reference herein.

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