8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): July 16, 2010

First BanCorp.
__________________________________________
(Exact name of registrant as specified in its charter)

Puerto Rico	001-14793	66-0561882
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1519 Ponce de Leon Ave., PO Box 9146, San Juan, Puerto Rico		00908-0146
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 787-729-8041

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[x]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On July 16, 2010, First BanCorp. (the "Corporation") announced that it has commenced an offer to exchange up to 256,401,610 newly issued shares of the Corporation's common stock, par value $1.00 per share, for any and all of the issued and outstanding shares of Noncumulative Perpetual Monthly Income Preferred Stock, Series A through E.

A copy of the Corporation’s press release announcing the transaction is attached as exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit - Description of Exhibit

99.1 - Press Release, dated July 16, 2010

SIGNATURES

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

	First BanCorp.
July 16, 2010	By:	Lawrence Odell
		Name: Lawrence Odell
		Title: EVP and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated July 16, 2010

EX-99.1

First BanCorp Commences Preferred Stock Exchange Offer

SAN JUAN, Puerto Rico – July 16, 2010 – First BanCorp (the “Corporation”) [NYSE: FBP],[NYSE: FBPPrA], [NYSE:FBPPrB], [NYSE:FBPPrC], [NYSE:FBPPrD], [NYSE:FBPPrE] announced today that it has commenced an offer to exchange (the “Exchange Offer”) up to 256,401,610 newly issued shares of its common stock, par value $1.00 per share (“Common Stock”), for any and all of the issued and outstanding shares of Noncumulative Perpetual Monthly Income Preferred Stock, Series A through E (collectively, “Preferred Stock”).

The Exchange Offer will expire at 11:59 p.m., New York City Time, on August 24, 2010, unless extended or earlier terminated by the Corporation. Holders of shares of Preferred Stock must validly tender their shares for exchange in the Exchange Offer on or prior to the expiration date to receive shares of Common Stock.

The Corporation will issue a number of shares of Common Stock in exchange for each share of Preferred Stock accepted for exchange based on an exchange value of $13.75 per share of Preferred Stock divided by the higher of (1) the average Volume Weighted Average Price, or “VWAP,” of a share of Common Stock, during the five trading-day period ending on the second business day immediately preceding the expiration date of the Exchange Offer and (2) the “Minimum Share Price” of $1.18 per share of Common Stock, referred to as the Minimum Share Price. No more than 11.6525 shares of Common Stock will be issued in exchange for each share of Preferred Stock that the Corporation accepts for tender in the Exchange Offer. The price per share for purposes of determining the number of shares of the Corporation’s Common Stock that will be issued for each share of Preferred Stock accepted in the Exchange Offer will be fixed at 4:30 p.m., New York City Time, on the second business day immediately preceding the expiration date of the Exchange Offer and will be announced prior to 9:00 a.m., New York City Time, on the immediately succeeding business day. Depending on the trading price of the Common Stock, the market value of the Common Stock issued in exchange for each share of Preferred Stock that the Corporation accepts for exchange may be less than, equal to or greater than the applicable Exchange Value.

Based on the Exchange Values set forth in the table below and the Minimum Share Price disclosed above, the Corporation will accept tenders of all shares of Preferred Stock. The following table sets forth certain information regarding each series of Preferred Stock.

			Aggregate
			Liquidation	Liquidation
			Preference	Preference Per
CUSIP		Title of Securities	Outstanding	Share	Exchange Value
	318672201	7.125% Noncumulative Perpetual Monthly Income Preferred Stock, Series A	$90,000,000	$25	$13.75
	318672300	8.35% Noncumulative Perpetual Monthly Income Preferred Stock, Series B	$75,000,000	$25	$13.75
	318672409	7.40% Noncumulative Perpetual Monthly Income Preferred Stock, Series C	$103,500,000	$25	$13.75
	318672508	7.25% Noncumulative Perpetual Monthly Income Preferred Stock, Series D	$92,000,000	$25	$13.75
	318672607	7.00% Noncumulative Perpetual Monthly Income Preferred Stock, Series E	$189,600,000	$25	$13.75

UBS Investment Bank is acting as the dealer manager and BNY Mellon Shareowner Services is acting as exchange agent and information agent for this transaction. For further details, please contact UBS Investment Bank at (888) 719-4210 (toll-free) or (203) 719-4210 (collect) or BNY Mellon Shareowner Services at (800) 777-3674 (toll-free) or (201) 680-6579 (collect).

This press release is neither an offer to exchange nor a solicitation of an offer to sell Common Stock or Preferred Stock. The Exchange Offer is only being made pursuant to the Registration Statement, as amended (including the preliminary prospectus, the letter of transmittal and related offer documents), filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 16, 2010, which is available without charge on the SEC’s website site at www.sec.gov or can be obtained, without charge, upon written or oral request to: First BanCorp, Attention: Lawrence Odell, Secretary, P.O. Box 9146, San Juan, Puerto Rico, 00908-0146; telephone: (787) 729-8109. The Registration Statement has not yet become effective. Investors should read the preliminary prospectus in the Registration Statement, and related documents, for more complete information about the Corporation and the Exchange Offer. Neither the Corporation, the dealer manager, the information agent, the exchange agent nor any other person is making any recommendation as to whether or not holders of the Preferred Stock should tender their shares of Preferred Stock for exchange in the exchange offer.

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 operate under U.S. banking laws and regulations. The Corporation operates a total of 176 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 Insurance VI, an insurance agency, and First Express, a small loan company. First BanCorp’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 “forward-looking statements” concerning the Corporation’s future economic performance. The words or phrases “expect,” “anticipate,” “look forward,” “should,” “believes” and similar expressions are meant to identify “forward-looking statements” 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 “forward-looking statements,” which speak only as of the date made, and to advise readers that such statements may be affected by various factors, including, but not limited to, uncertainty about whether the Corporation will be able to issue any shares of Common Stock to new investors; whether at least $385 million of liquidation preference of Preferred Stock will tender their shares of Preferred Stock in the Exchange Offer; whether the Corporation will issue the Series G Preferred Stock to the U.S. Treasury in exchange for the Series F Preferred Stock and whether it will satisfy the prerequisites to the conversion of the shares of Series G Preferred Stock into common stock; whether the Corporation will be able to maintain the listing of any of its securities on the NYSE including by curing the NYSE continued listing standard deficiency related to the price of the Corporation’s common stock; whether the Corporation’s actions to improve its capital structure will have their intended effect; the risk of being subject to additional regulatory action as a result of, among other things, failure to comply with the provisions of the regulatory agreements that the Corporation entered into with the Federal Reserve Bank of New York and the Federal Deposit Insurance Corporation, which require, among other requirements, that FirstBank attain regulatory capital ratios that are at specified levels that exceed the regulatory capital minimum requirements for a well-capitalized bank and reduce its non-performing and classified assets to levels specified in the regulatory agreements within certain timeframes; the Corporation’s reliance on brokered certificates of deposit and its ability to obtain the regulatory approval required by the regulatory agreements to issue brokered certificates of deposit to fund operations and provide liquidity; the strength or weakness of the real estate markets and of the consumer and commercial credit sectors and its impact on the credit quality of the Corporation’s loans and other assets, including the Corporation’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; additional 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 further, adversely impact current funding sources and adversely affect demand for all of the Corporation’s products and services and the value of the Corporation’s assets, including the value of derivative instruments used for protection from interest rate fluctuations; an adverse change in the Corporation’s ability to attract new clients and retain existing ones; a decrease in demand for the Corporation’s products and services and lower revenues and additional losses because of the continued recession and the recent and any future consolidation of the banking industry in Puerto Rico and the current fiscal problems and budget deficit of the Puerto Rico government; a need to recognize additional impairments on financial instruments or impairments of goodwill relating to acquisitions; 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 adversely affect the Corporation’s financial performance and could cause the Corporation’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 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 our non-interest expense; risks of not being able to generate sufficient income to realize the benefit of the deferred tax asset; risks of not being able to recover the assets pledged to Lehman Brothers Special Financing, Inc.; changes in the Corporation’s expenses associated with acquisitions and dispositions; developments in technology; the impact of Doral Financial Corporation’s financial condition on the repayment of its outstanding secured loans to the Corporation; risks associated with further downgrades in the credit ratings of the Corporation’s securities; 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 “forward-looking statements” to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by the federal securities laws.

###

First BanCorp
Alan Cohen
Senior Vice President
Marketing and Public Relations
alan.cohen@firstbankpr.com
(787) 729-8256