UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________

FORM 8-K/A

_________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2019

OFG BANCORP

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (787) 771-6800

(Former Name or Former Address, if Changed Since Last Report): Not applicable

     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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

Explanatory Note for Amendment No. 1 to the Current Report on Form 8-K

for the Event Date of December 31, 2019

On December 31, 2019, OFG Bancorp (“Oriental”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report that its wholly owned subsidiary, Oriental Bank (the “Bank”), completed the acquisition of Scotiabank de Puerto Rico (“SBPR”), and the acquisition of certain assets and assumption of certain liabilities of the U.S. Virgin Islands banking operations of The Bank of Nova Scotia (“BNS”) and of certain loans and other assets, and assumption of certain liabilities, from BNS’s Puerto Rico branch (the “Scotiabank Acquisition”). This Current Report on Form 8-K/A amends and supplements Item 9.01(a) and 9.01(b) of the original Form 8-K to provide financial statements and pro forma financial information required by such items, respectively.

Pursuant to a waiver granted by the Securities and Exchange Commission to Oriental on July 24, 2019, Oriental omitted certain financial information for the acquired assets and liabilities of the USVI and Puerto Rico branches of BNS. 

Item 9.01 — Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements of SBPR and Subsidiary as of October 31, 2019 and 2018 and for the three-year period ended October 31, 2019, and the notes related thereto, are filed as Exhibit 99.1 hereto and incorporated by reference herein.

 (b) Pro Forma Financial Statements.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 is filed as Exhibit 99.2 hereto and incorporated herein by reference.

(c) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, Oriental has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 16, 2020

OFG BANCORP

By: /s/ Carlos O. Souffront_________________________

       Carlos O. Souffront

       General Counsel and Secretary of Board of Directors