FIRST BANCORP
|
(Name of Issuer)
|
Common Stock, $0.10 par value per share
|
(Title of Class of Securities)
|
318672102
|
(CUSIP Number)
|
Marilyn French
|
Weil, Gotshal & Manges LLP
|
100 Federal Street, 34th Floor
|
Boston, Massachusetts 02110
|
(617) 772-8300
|
(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
|
October 7, 2011
|
(Date of Event Which Requires Filing of This Statement)
|
CUSIP No. Common Stock - 318672102 | (Page 2 of 14) |
1.
|
NAME OF REPORTING PERSONS
Thomas H. Lee Advisors (Alternative) VI, Ltd.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)x
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER* -0-
|
||
8.
|
SHARED VOTING POWER 50,684,485
|
|||
9.
|
SOLE DISPOSITIVE POWER* -0-
|
|||
10.
|
SHARED DISPOSITIVE POWER* 50,684,485
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
50,684,485
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 24.8% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON CO
|
CUSIP No. Common Stock - 318672102 | (Page 3 of 14) |
1.
|
NAME OF REPORTING PERSONS
Thomas H. Lee (Alternative) Fund VI, L.P.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)x
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER* -0-
|
||
8.
|
SHARED VOTING POWER* 27,873,153
|
|||
9.
|
SOLE DISPOSITIVE POWER* -0-
|
|||
10.
|
SHARED DISPOSITIVE POWER* 27,873,153
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
27,873,153
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 13.6% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON PN
|
CUSIP No. Common Stock - 318672102 | (Page 4 of 14) |
1.
|
NAME OF REPORTING PERSONS
Thomas H. Lee (Alternative) Parallel Fund VI, L.P.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)x
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER* -0-
|
||
8.
|
SHARED VOTING POWER* 18,874,216
|
|||
9.
|
SOLE DISPOSITIVE POWER* -0-
|
|||
10.
|
SHARED DISPOSITIVE POWER* 18,874,216
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
18,874,216
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 9.2% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON PN
|
CUSIP No. Common Stock - 318672102 | (Page 5 of 14) |
1.
|
NAME OF REPORTING PERSONS
Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)x
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER* -0-
|
||
8.
|
SHARED VOTING POWER* 3,296,946
|
|||
9.
|
SOLE DISPOSITIVE POWER* -0-
|
|||
10.
|
SHARED DISPOSITIVE POWER* 3,296,946
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
3,296,946
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 1.6% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON PN
|
CUSIP No. Common Stock - 318672102 | (Page 6 of 14) |
1.
|
NAME OF REPORTING PERSONS
THL FBC Equity Investors, L.P.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)x
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER* -0-
|
||
8.
|
SHARED VOTING POWER* 640,170
|
|||
9.
|
SOLE DISPOSITIVE POWER* -0-
|
|||
10.
|
SHARED DISPOSITIVE POWER* 640,170
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
640,170
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 0.3% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON PN
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, LTD.
|
|||
By:
|
/s/ Charles P. Holden
|
||
Name:
|
Charles P. Holden
|
||
Title:
|
Treasurer
|
THOMAS H. LEE (ALTERNATIVE) FUND VI, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Charles P. Holden
|
||
Name:
|
Charles P. Holden
|
||
Title:
|
Treasurer
|
THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND VI, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Charles P. Holden
|
||
Name:
|
Charles P. Holden
|
||
Title:
|
Treasurer
|
THOMAS H. LEE (ALTERNATIVE) PARALLEL (DT) FUND VI, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Charles P. Holden
|
||
Name:
|
Charles P. Holden
|
||
Title:
|
Treasurer
|
THL FBC EQUITY INVESTORS, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Charles P. Holden
|
||
Name:
|
Charles P. Holden
|
||
Title:
|
Treasurer
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, LTD.
|
|||
By:
|
/s/ Charles P. Holden
|
||
Name:
|
Charles P. Holden
|
||
Title:
|
Treasurer
|
THOMAS H. LEE (ALTERNATIVE) FUND VI, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Charles P. Holden
|
||
Name:
|
Charles P. Holden
|
||
Title:
|
Treasurer
|
THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND VI, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Charles P. Holden
|
||
Name:
|
Charles P. Holden
|
||
Title:
|
Treasurer
|
THOMAS H. LEE (ALTERNATIVE) PARALLEL (DT) FUND VI, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Charles P. Holden
|
||
Name:
|
Charles P. Holden
|
||
Title:
|
Treasurer
|
THL FBC EQUITY INVESTORS, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Charles P. Holden
|
||
Name:
|
Charles P. Holden
|
||
Title:
|
Treasurer
|
|
|||
THOMAS H. LEE (ALTERNATIVE) FUND VI, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Thomas Hagerty
|
||
Name:
|
Thomas Hagerty
|
||
Title:
|
Director
|
THL TRANSFEREES | |||
THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND VI, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Thomas Hagerty
|
||
Name:
|
Thomas Hagerty
|
||
Title:
|
Director
|
THOMAS H. LEE (ALTERNATIVE) PARALLEL (DT) FUND VI, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Thomas Hagerty
|
||
Name:
|
Thomas Hagerty
|
||
Title:
|
Director
|
THL FBC EQUITY INVESTORS, L.P.
|
|||
By:
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
its general partner
|
||
By:
|
THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, L.P., its general partner
|
||
By:
|
/s/ Thomas Hagerty
|
||
Name:
|
Thomas Hagerty
|
||
Title:
|
Director
|
1.
|
Exercise or attempt to exercise a controlling influence over the management or policies of First BanCorp (the “Company”), San Juan, Puerto Rico, or any of its subsidiaries;
|
2.
|
Have or seek to have more than one representative of THL serve on the board of directors of the Company or any of its subsidiaries;
|
3.
|
Permit any representative of THL who serves on the board of directors of the Company or any of its subsidiaries to serve:
|
i.
|
as the chairman of the board of directors of the Company or any of its subsidiaries;
|
ii.
|
as the chairman of any committee of the board of directors of the Company or any of its subsidiaries;
|
iii.
|
as a member of any committee of the board of directors of the Company or any of its subsidiaries if the THL representative occupies more than 25 percent of the seats on the committee;
|
iv.
|
as a member of an audit committee of the board of directors of the Company or any of its subsidiaries;
|
v.
|
as a member of any committee of the board of directors of the Company or any of its subsidiaries that approves or reviews, or establishes policies for the approval or review of, loans or other extensions of credit;
|
vi.
|
as a member of any committee of the board of directors of the Company or any of its subsidiaries if at any time such committee would have decisionmaking authority for policies or actions on managerial matters (other than decisions related to retaining third party consultants or advisers in connection with carrying out committee duties); or
|
vii.
|
as a member of any committee of the Company or any of its subsidiaries if such representative has the authority or practical ability unilaterally to make, or block the making of, policy or other decisions that bind the board, any committee of the board, or management of the Company;
|
4.
|
Have or seek to have any employee or representative of the THL serve as an officer, agent, or employee of the Company or any of its subsidiaries;
|
5.
|
Take any action that would cause the Company or any of its subsidiaries to become a subsidiary of THL;
|
6.
|
Own, control, or hold with power to vote securities that (when aggregated with securities that the officers and directors of the THL own, control, or hold with power to vote) represent 25 percent or more of any class of voting securities of the Company or any of its subsidiaries;
|
7.
|
Own or control equity interests that would result in the combined voting and nonvoting equity interests of THL and its officers and directors to equal or exceed 25 percent of the total equity capital of the Company or any of its subsidiaries, except that, if THL and its officers and directors own, hold, or have the power to vote less than 15 percent of the outstanding shares of any classes of voting securities of the Company, THL and its officers and directors may own or control equity interests greater than 25 percent, but in no case more than 33.3 percent, of the total equity capital of the Company or any of its subsidiaries;
|
8.
|
Propose a director or slate of directors in opposition to a nominee or slate of nominees proposed by the management or board of directors of the Company or any of its subsidiaries;
|
9.
|
Enter into any agreement with the Company or any of its subsidiaries that substantially limits the discretion of the Company’s management over major policies and decisions, including, but not limited to, policies or decisions about employing and compensating executive officers; engaging in new business lines; raising additional debt or equity capital; merging or consolidating with another firm; or acquiring, selling, leasing, transferring, or disposing of material assets, subsidiaries, or other entities;
|
10.
|
Solicit or participate in soliciting proxies with respect to any matter presented to the shareholders of the Company or any of its subsidiaries;
|
11.
|
Dispose or threaten to dispose (explicitly or implicitly) of equity interests of the Company or any of its subsidiaries in any manner as a condition or inducement of specific action or non-action by the Company or any of its subsidiaries; or
|
12.
|
Enter into any other banking or nonbanking transactions with the Company or any of its subsidiaries, except that THL may establish and maintain deposit accounts with the Company, provided that the aggregate balance of all such deposit accounts does not exceed $500,000 and that the accounts are maintained on substantially the same terms as those prevailing for comparable accounts of persons unaffiliated with the Company.
|
THOMAS H. LEE (ALTERNATIVE) FUND VI, L.P.
|
||
By:
|
THL Advisors (Alternative) VI, L.P.,
its general partner
|
|
By:
|
Thomas H. Lee (Alternative) VI, Ltd.,
its general partner
|
|
By:
|
/s/ Thomas M. Hagerty | |
Name:Thomas M. Hagerty
|
||
Title:Managing Director
|
THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND VI, L.P.
|
||
By:
|
THL Advisors (Alternative) VI, L.P.,
its general partner
|
|
By:
|
Thomas H. Lee (Alternative) VI, Ltd.,
its general partner
|
|
By:
|
/s/ Thomas M. Hagerty | |
Name:Thomas M. Hagerty
|
||
Title:Managing Director
|
THOMAS H. LEE (ALTERNATIVE) PARALLEL (DT) FUND VI, L.P.
|
||
By:
|
THL Advisors (Alternative) VI, L.P.,
its general partner
|
|
By:
|
Thomas H. Lee (Alternative) VI, Ltd.,
its general partner
|
|
By:
|
/s/ Thomas M. Hagerty | |
Name:Thomas M. Hagerty
|
||
Title:Managing Director
|
THL FBC EQUITY INVESTORS, L.P.
|
||
By:
|
THL Advisors (Alternative) VI, L.P.,
its general partner
|
|
By:
|
Thomas H. Lee (Alternative) VI, Ltd.,
its general partner
|
|
By:
|
/s/ Thomas M. Hagerty | |
Name:Thomas M. Hagerty
|
||
Title:Managing Director
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
|
||
By:
|
Thomas H. Lee (Alternative) VI, Ltd.,
its general partner
|
|
By:
|
/s/ Thomas M. Hagerty | |
Name:Thomas M. Hagerty
|
||
Title:Managing Director
|
THOMAS H. LEE (ALTERNATIVE) VI, LTD.
|
||
By:
|
/s/ Thomas M. Hagerty | |
Name:Thomas M. Hagerty
|
||
Title:Managing Director
|
THL MANAGERS VI, LLC
|
||
By:
|
Thomas H. Lee Partners, L.P.,
its sole member
|
|
By:
|
Thomas H. Lee Advisors, L.P.,
its general partner
|
|
By:
|
/s/ Thomas M. Hagerty | |
Name:Thomas M. Hagerty
|
||
Title:Managing Director
|
THOMAS H. LEE PARTNERS, L.P.
|
||
By:
|
Thomas H. Lee Advisors, L.P.,
its general partner
|
|
By:
|
/s/ Thomas M. Hagerty | |
Name:Thomas M. Hagerty
|
||
Title:Managing Director
|
THOMAS H. LEE ADVISORS, LLC
|
||
By:
|
/s/ Thomas M. Hagerty | |
Name:Thomas M. Hagerty
|
||
Title:Managing Director
|
ANTHONY J. DINOVI
|
||
/s/ Anthony J. Dinovi |
SCOTT M. SPERLING
|
||
/s/ Scott M. Sperling |