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First BanCorp Announces Definitive Agreements for Aggregate Commitments of $339.5 Million in New Capital

^{Published on 2011-06-28 05:45:17 - Market Wire}
 

SAN JUAN, Puerto Rico--([ BUSINESS WIRE ])--First BanCorp (the aCorporationa) (NYSE: FBP), the bank holding company for FirstBank Puerto Rico (aFirstBanka or athe Banka), today announced that it has entered into a definitive agreement with two funds managed by Oaktree Capital Management, L.P. (together aOaktreea) under which Oaktree would purchase an aggregate of approximately $175.5 million of common stock of the Corporation at a per share price of $3.50. The Oaktree investment will represent 24.9% of the outstanding shares of the Corporationa™s common stock upon completion of the capital raise and the conversion into common stock of the $424.2 million of Series G Mandatorily Convertible Preferred Stock (aSeries G Preferred Stocka) held by the United States Department of the Treasury.

The Oaktree investment will be made on substantially the same terms as the previously announced investment agreement with Thomas H. Lee Partners, L.P. (aTHLa). In addition, like the THL transaction, the Oaktree agreement gives Oaktree the right to designate a person to serve on the Corporationa™s Board of Directors upon completion of the sale of shares of common stock to Oaktree.

In addition to customary closing conditions, the Oaktree investment is conditioned upon the Corporation raising a total of at least $500 million but no more than $550 million of new capital (inclusive of the Oaktree and THL investments and the previously announced proposed $35 million rights offering to current stockholders), the conversion into common stock of the Series G Preferred Stock, approval by the Corporationa™s stockholders of the issuance of shares of common stock in the capital raise and required regulatory approvals.

The Corporation also has entered into investment agreements with institutional investors and other private equity firms for the issuance of an aggregate of approximately $164 million of the Corporationa™s common stock, which, together with the THL and Oaktree investments, totals $515 million in commitments.

Aurelio Alemn, President and Chief Executive Officer of First BanCorp commented, aWith the aggregate amount of these commitments we now exceed the minimum $500 million required for completion of the capital raise. The total amount of the capital raise will enable us to compel the conversion of the Series G Preferred Stock, substantially strengthen our capital ratios and reinforces First BanCorp's position as the second largest banking franchise in Puerto Rico. The Corporation will now proceed with the actions necessary for completion of the transaction, including seeking stockholder approval for the aggregate sale of shares under these investment agreements."

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 BanCorpa™s 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 aforward-looking statementsa concerning the Corporationa™s future economic performance. The words or phrases aexpect,a aanticipate,a alook forward,a ashould,a abelievesa and similar expressions are meant to identify aforward-looking statementsa 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 aforward-looking statements,a 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 satisfy the conditions to the sale of shares under the investment and subscription agreements with THL, Oaktree and others, including the requirement that stockholders approve the sales, and be in a position to compel the United States Department of the Treasury (aU.S. Treasurya) to convert into common stock the shares of Series G Preferred Stock that the Corporation issued to the U.S. Treasury; fully comply with the written agreement dated June 3, 2010 that the Corporation entered into with the Federal Reserve Bank of New York (aFEDa) and the order dated June 2, 2010 (the aOrdera) that FirstBank Puerto Rico entered into with the Federal Deposit Insurance Corporation (aFDICa) 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 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 Corporationa™s 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 Corporationa™s 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 Corporationa™s loans and other assets, including the Corporationa™s 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 Corporationa™s products and services and the value of the Corporationa™s assets; an adverse change in the Corporationa™s ability to attract new clients and retain existing ones; a decrease in demand for the Corporationa™s 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 Corporationa™s financial performance and could cause the Corporationa™s 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 Corporation's 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 Corporationa™s 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 Corporationa™s non-interest expense; risks of not being able to recover the assets pledged to Lehman Brothers Special Financing, Inc.; impact to the Corporationa™s 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 Corporationa™s long-term senior debt will adversely affect the Corporationa™s 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 aforward-looking statementsa to reflect occurrences or unanticipated events or circumstances after the date of such statements.