0001104659-13-070467.txt : 20130917 0001104659-13-070467.hdr.sgml : 20130917 20130917162117 ACCESSION NUMBER: 0001104659-13-070467 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130913 FILED AS OF DATE: 20130917 DATE AS OF CHANGE: 20130917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 131101509 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 HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 131101510 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM HOLDINGS I, LLC CENTRAL INDEX KEY: 0001407178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 131101511 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC DATE OF NAME CHANGE: 20070718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE FUND GP I, L.P. CENTRAL INDEX KEY: 0001402746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 131101513 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 Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 131101515 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 Capital Group Holdings, L.P. CENTRAL INDEX KEY: 0001403527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 131101516 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 Capital I, L.P. CENTRAL INDEX KEY: 0001403530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 131101512 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 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, LLC CENTRAL INDEX KEY: 0001499005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 131101514 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 4 1 a4.xml 4 X0306 4 2013-09-13 0 0001057706 FIRST BANCORP /PR/ FBP 0001403525 Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001499005 Oaktree Fund GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001402746 OAKTREE FUND GP I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403530 Oaktree Capital I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001407178 OCM HOLDINGS I, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001407181 OAKTREE HOLDINGS, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403528 Oaktree Capital Group, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403527 Oaktree Capital Group Holdings, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 Common Stock, par value $0.10 per share 2013-09-13 4 S 0 840904 6.6656 D 41854769 I See Footnotes On September 13, 2013, Oaktree Principal Fund V (Delaware), L.P. (the "PF V Fund") sold 695,680 shares of Common Stock of the Issuer and Oaktree FF Investment Fund AIF (Delaware), L.P. (the "AIF Fund") sold 145,224 shares of Common Stock of the Issuer pursuant to the Underwriting Agreement, dated as of August 12, 2013, among Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O'Neill & Partners, L.P., as representatives of the several underwriters named therein, the Issuer and the selling stockholders named therein, including the PF V Fund and the AIF Fund (the "Sale"). After giving effect to the Sale, the PF V Fund holds 34,617,194 shares of Common Stock of the Issuer and the AIF Fund holds 7,226,387 shares of Common Stock of the Issuer. Michael P. Harmon, a Managing Director of Oaktree Capital Management, L.P. and a director of First BanCorp., also holds 11,188 shares of restricted stock for the benefit of OCM FIE, LLC ("FIE"). Pursuant to the policies of the Reporting Persons (defined below), Mr. Harmon must hold the shares on behalf of and for the benefit of FIE and has assigned all economic, pecuniary and voting rights to FIE. This Form 4 is being filed by Mr. Harmon and by (i) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacities as manager of Oaktree Capital Group, LLC ("OCG") and general partner of Oaktree Capital Group Holdings, L.P. ("OCGH LP"), (ii) OCG, in its capacity as managing member of Oaktree Holdings, LLC ("Oaktree Holdings"), (iii) Oaktree Holdings, in its capacity as managing member of OCM Holdings I, LLC ("Oaktree Holdings I"), (iv) Oaktree Holdings I, in its capacity as general partner of Oaktree Capital I, L.P. ("Oaktree Capital I"), (v) Oaktree Capital I, in its capacity as general partner of Oaktree Fund GP I, L.P. ("Oaktree Fund GP I"), (vi) Oaktree Fund GP I, in its capacity as managing member of Oaktree Fund GP, LLC ("Oaktree Fund GP"), (vii) Oaktree Fund GP, in its capacities as general partner of the PF V Fund and managing member of FIE, (viii) OCGH LP in its capacity as controlling shareholder of Oaktree AIF Holdings, Inc. ("Oaktree AIF Holdings"), (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, collectively 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, the "Reporting Persons" and each, a "Reporting Person"), and (xiii) Oaktree AIF, in its capacity as general partner of the AIF Fund. By virtue of Mr. Harmon's voting and investment authority with respect to Oaktree Fund GP I and Oaktree GP III, Mr. Harmon may be deemed to have a beneficial ownership interest in the 41,843,581 shares of Common Stock held and collectively owned by the PF V Fund and the AIF Fund (Mr. Harmon being referred to herein as a "Reporting Person" with respect to such shares). OCGH GP may be deemed to have a beneficial ownership interest in the 41,854,769 shares of Common Stock that are held and collectively owned by the PF V Fund, the AIF Fund and Mr. Harmon. 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 the 34,628,382 shares of Common Stock that are held and collectively owned by the PF V Fund and Mr. Harmon. Each of OCGH LP, 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 the 7,226,387 shares of Common Stock that are held 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 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any shares covered by this Form 4. 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 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4. This Form 4 is being filed in two parts due to the large number of reporting persons. This filing is being filed 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. An accompanying filing is being filed on the date hereof by Michael P. Harmon, 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., Oaktree AIF Investments, L.P., and Oaktree AIF Holdings, Inc. All filings relate to the same holdings described above. See Signatures Included in Exhibit 99.1 2013-09-17 EX-99.1 2 ex-99d1.htm EX-99.1

EXHIBIT 99.1

 

This Statement on Form 4 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:  September 13, 2013

 

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

 

 

 

OAKTREE FUND GP, LLC

 

 

 

By:

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

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name: Lisa Arakaki

 

 

Title: Authorized Signatory

 

 

 

 

By:

/s/ Philip McDermott

 

 

Name: Philip McDermott

 

 

Title: Authorized Signatory

 

 

 

 

 

 

 

OAKTREE FUND GP I, L.P.

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name: Lisa Arakaki

 

 

Title: Authorized Signatory

 

 

 

 

By:

/s/ Philip McDermott

 

 

Name: Philip McDermott

 

 

Title: Authorized Signatory

 


 

 

OAKTREE CAPITAL I, L.P.

 

 

 

By:

OCM Holdings I, LLC,

 

 

its General Partner

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name: Lisa Arakaki

 

 

Title: Managing Director

 

 

 

 

By:

/s/ Philip McDermott

 

 

Name: Philip McDermott

 

 

Title: Assistant Vice President

 

 

 

 

 

 

 

OCM HOLDINGS I, LLC

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name: Lisa Arakaki

 

 

Title: Managing Director

 

 

 

 

By:

/s/ Philip McDermott

 

 

Name: Philip McDermott

 

 

Title: Assistant Vice President

 

 

 

 

 

 

 

OAKTREE HOLDINGS, LLC

 

 

 

By:

Oaktree Capital Group, LLC,

 

 

its Managing Member

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name: Lisa Arakaki

 

 

Title: Managing Director

 

 

 

 

By:

/s/ Philip McDermott

 

 

Name: Philip McDermott

 

 

Title: Assistant Vice President

 


 

 

OAKTREE CAPITAL GROUP, LLC

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name: Lisa Arakaki

 

 

Title: Managing Director

 

 

 

 

By:

/s/ Philip McDermott

 

 

Name: Philip McDermott

 

 

Title: Assistant Vice President

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS, L.P.

 

 

 

By:

Oaktree Capital Group Holdings GP, LLC,

 

 

its General Partner

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name: Lisa Arakaki

 

 

Title: Managing Director

 

 

 

 

By:

/s/ Philip McDermott

 

 

Name: Philip McDermott

 

 

Title: Assistant Vice President

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name: Lisa Arakaki

 

 

Title: Managing Director

 

 

 

 

By:

/s/ Philip McDermott

 

 

Name: Philip McDermott

 

 

Title: Assistant Vice President