0001104659-11-056399.txt : 20111017 0001104659-11-056399.hdr.sgml : 20111017 20111017173038 ACCESSION NUMBER: 0001104659-11-056399 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111007 FILED AS OF DATE: 20111017 DATE AS OF CHANGE: 20111017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANCORP /PR/ CENTRAL INDEX KEY: 0001057706 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 660561882 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1519 PONCE DE LEON AVE STREET 2: SANTURCE CITY: SAN JUAN STATE: PR ZIP: 00908-0146 BUSINESS PHONE: 7877298200 MAIL ADDRESS: STREET 1: 1519 PONCE DE LEON AVE STREET 2: PO BOX 9146 CITY: SAN JUAN STATE: PR ZIP: 00908-0146 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Fund GP AIF, LLC CENTRAL INDEX KEY: 0001532818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 111144445 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGLES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGLES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree AIF Holdings, Inc. CENTRAL INDEX KEY: 0001532819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 111144442 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree AIF Investments, L.P. CENTRAL INDEX KEY: 0001532820 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 111144443 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree FF Investment Fund AIF (Delaware), L.P. CENTRAL INDEX KEY: 0001532821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 111144440 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Fund AIF Series, L.P. CENTRAL INDEX KEY: 0001532822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 111144446 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Fund GP III, L.P. CENTRAL INDEX KEY: 0001532823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 111144444 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Principal Fund V (Delaware), L.P. CENTRAL INDEX KEY: 0001532824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 111144441 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 3 1 a3.xml 3 X0204 3 2011-10-07 0 0001057706 FIRST BANCORP /PR/ FBP 0001532822 Oaktree Fund AIF Series, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001532818 Oaktree Fund GP AIF, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001532823 Oaktree Fund GP III, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001532820 Oaktree AIF Investments, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001532819 Oaktree AIF Holdings, Inc. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001532824 Oaktree Principal Fund V (Delaware), L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001532821 Oaktree FF Investment Fund AIF (Delaware), L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock, par value $.10 per share 49746992 I See Footnotes This Form 3 is being filed with respect to an aggregate of 49,746,992 shares of the Issuer's common stock, par value $0.10 per share ("Common Stock"), of which (a) 41,155,686 shares of Common Stock are directly owned by Oaktree Principal Fund V (Delaware), L.P. (the "PF V Fund") and (b) 8,591,306 shares of Common Stock are directly owned by Oaktree FF Investment Fund AIF (Delaware), L.P. (the "AIF Fund"). This Form 3 is being filed by (i) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the general partner of Oaktree Capital Group Holdings, L.P. ("OCGH LP"), (ii) OCGH LP, in its capacity as the majority holder of the voting units of Oaktree Capital Group, LLC ("OCG") and the controlling shareholder of Oaktree AIF Holdings, Inc. ("Oaktree AIF Holdings"), (iii) OCG, in its capacity as the managing member of Oaktree Holdings, LLC ("Oaktree Holdings"), (iv) Oaktree Holdings, in its capacity as managing member of OCM Holdings I, LLC ("Oaktree Holdings I"), (v) Oaktree Holdings I, in its capacity as general partner of Oaktree Capital I, L.P. ("Oaktree Capital I"), (vi) Oaktree Capital I, in its capacity as general partner of Oaktree Fund GP I, L.P. ("Oaktree Fund GP I"), (vii) Oaktree Fund GP I, in its capacity as managing member of Oaktree Fund GP, LLC ("Oaktree Fund GP"), (viii) Oaktree Fund GP, in its capacity as general partner of the PF V Fund, (ix) Oaktree AIF Holdings, in its capacity as general partner of Oaktree AIF Investments, L.P. ("Oaktree AIF Investments"), (x) Oaktree AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P. ("Oaktree GP III"), (xi) Oaktree GP III, in its capacity as sole member of Oaktree Fund GP AIF, LLC ("Oaktree GP AIF"), (xii) Oaktree GP AIF, in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series I ("Oaktree AIF" and, together with OCGH GP, OCGH LP, OCG, Oaktree Holdings, Oaktree Holdings I, Oaktree Capital I, Oaktree Fund GP I, Oaktree Fund GP, Oaktree AIF Holdings, Oaktree AIF Investments, Oaktree GP III and Oaktree GP AIF, collectively, the "Reporting Persons"), and (xiii) Oaktree AIF, in its capacity as general partner of the AIF Fund. Each of OCGH GP and OCGH LP may be deemed to have a beneficial ownership interest in an aggregate of 49,746,992 shares of Common Stock that are directly and collectively owned by the PF V Fund and the AIF Fund. Each of OCG, Oaktree Holdings, Oaktree Holdings I, Oaktree Capital I, Oaktree Fund GP I and Oaktree Fund GP may be deemed to have a beneficial ownership interest in an aggregate of 41,155,686 shares of Common Stock that are directly owned by the PF V Fund. Each of Oaktree AIF Holdings, Oaktree AIF Investments, Oaktree GP III, Oaktree GP AIF and Oaktree AIF may be deemed to have a beneficial ownership interest in an aggregate of 8,591,306 shares of Common Stock that are directly owned by the AIF Fund. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person disclaims beneficial ownership of all shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any shares covered by this Form 3. OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and Kevin L. Clayton (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 3 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 3. This Form 3 is being filed in two parts due to the large number of reporting persons. This filing is being filed by Oaktree Principal Fund V (Delaware), L.P., Oaktree FF Investment Fund AIF (Delaware), L.P., Oaktree Fund AIF Series, L.P. - Series I, Oaktree Fund GP AIF, LLC, Oaktree Fund GP III, L.P. and Oaktree AIF Holdings, Inc. An accompanying filing is being filed on the date hereof by Oaktree Capital Group Holdings GP, LLC, Oaktree Capital Group Holdings, L.P., Oaktree Capital Group, LLC, Oaktree Holdings, LLC, OCM Holdings I, LLC, Oaktree Capital I, L.P., Oaktree Fund GP I, L.P. and Oaktree Fund GP, LLC. All filings relate to the same holdings described above. See Signatures Included in Exhibit 99.1 2011-10-17 EX-99.1 2 ex-99d1.htm EX-99.1 EXHIBIT 99

EXHIBIT 99.1

 

This Statement on Form 3 is filed jointly by the Reporting Persons listed below.  The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Fl., Los Angeles, CA 90071.

 

Name of Designated Filer: Oaktree Capital Group Holdings GP, LLC

Date of Event Requiring Statement: October 7, 2011

 

Issuer Name and Ticker or Trading Symbol:  First BanCorp [FBP]

 

OAKTREE PRINCIPAL FUND V (DELAWARE), L.P.

 

 

By:

Oaktree Fund GP, LLC, its general partner

 

By:

Oaktree Fund GP I, L.P., its managing member

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:  Lisa Arakaki

 

 

Title:  Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:  Martin Boskovich

 

 

Title:  Authorized Signatory

 

 

 

 

 

 

 

OAKTREE FF INVESTMENT FUND AIF (DELAWARE), L.P.

 

 

By:

Oaktree Fund AIF Series, L.P. — Series I, its general partner

By:

Oaktree Fund GP AIF, LLC, its general partner

 

By:

Oaktree Fund GP III, L.P., its managing member

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:  Lisa Arakaki

 

 

Title:  Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:  Martin Boskovich

 

 

Title:  Authorized Signatory

 

 

 

 

 

 

 

OAKTREE FUND AIF SERIES, L.P. — SERIES I

 

 

 

By:

Oaktree Fund GP AIF, LLC, its general partner

 

By:

Oaktree Fund GP III, L.P., its managing member

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:  Lisa Arakaki

 

 

Title:  Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:  Martin Boskovich

 

 

Title:  Authorized Signatory

 

 


 

OAKTREE FUND GP AIF, LLC

 

 

 

By:

Oaktree Fund GP III, L.P., its managing member

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:  Lisa Arakaki

 

 

Title:  Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:  Martin Boskovich

 

 

Title:  Authorized Signatory

 

 

 

 

 

 

 

OAKTREE FUND GP III, L.P.

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:  Lisa Arakaki

 

 

Title:  Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:  Martin Boskovich

 

 

Title:  Authorized Signatory

 

 

 

OAKTREE AIF INVESTMENTS, L.P.

 

 

 

By:

Oaktree AIF Holdings, Inc., its general partner

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name: Lisa Arakaki

 

 

Title: Managing Director and Assistant Secretary

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name: Martin Boskovich

 

 

Title: Senior Vice President

 

 

 

 

 

 

 

OAKTREE AIF HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:  Lisa Arakaki

 

 

Title: Managing Director and Assistant Secretary

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:  Martin Boskovich

 

 

Title: Senior Vice President