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): June 23, 2011

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:

[  ]  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 1.01 Entry into a Material Definitive Agreement.

On June 17, 2011 and June 22, 2011, First BanCorp. (the "Corporation") executed amendments to the definitive investment agreement entered into (the "Agreement") with private equity firm Thomas H. Lee Partners, L.P. ("THL") dated as of May 26, 2011. Under the investment agreement, THL would purchase approximately 24.9%, representing approximately $180 million, of the Corporation's shares of common stock, par value $0.10, that will be outstanding after the issuance of common stock in a proposed $500 to $550 million aggregate capital raise at a purchase price of $3.50 per share and after the conversion into common stock of the outstanding shares of preferred stock owned by the United States Department of the Treasury.

Section 4.1 of the Agreement was amended to extend the date by which the Corporation must file with the Securities and Exchange Commission a preliminary proxy statement relating to a stockholders meeting at which the Corporation’s stockholders will be asked to approve the issuance of shares of common stock. The June 17, 2011 amendment extended the date to June 22, 2011. The June 22, 2011 amendment extended the date to June 27, 2011. The June 22, 2011 amendment supersedes the June 17, 2011 amendment.

Except as and to the extent expressly modified by the amendments, the Agreement remains in full force and effect in all respects.

A copy of the June 17, 2011 amendment is attached hereto as Exhibit 10.1 and a copy of the June 22, 2011 amendment is attached hereto as Exhibit 10.2.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit - Description of Exhibit


10.1 - Amendment No. 1 to Investment Agreement between First BanCorp and Thomas H. Lee Partners, L.P. dated June 17, 2011
10.2 - Amendment No. 2 to Investment Agreement between First BanCorp and Thomas H. Lee Partners, L.P. dated June 22, 2011

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.
June 23, 2011	By:	/s/ Lawrence Odell
		Name: Lawrence Odell
		Title: General Counsel and Executive Vice President

Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 1 to Investment Agreement between First BanCorp and Thomas H. Lee Partners, L.P. dated June 17, 2011
10.2	Amendment No. 2 to Investment Agreement between First BanCorp and Thomas H. Lee Partners, L.P. dated June 22, 2011

EX-10.1

AMENDMENT TO INVESTMENT AGREEMENT

This amendment (this “Amendment”), dated as of June 17, 2011, amends that certain Investment Agreement, dated as of May 26, 2011 among First BanCorp (the “Company”), a Puerto Rico chartered financial holding company, and Thomas H. Lee (Alternative) Fund VI, L.P. (the “Investor”).

1. Pursuant to Section 12.12 of the Agreement, the Company and the Investor hereby agree to amend the Agreement by replacing the first sentence of Section 4.1 of the Agreement in its entirety with the following:

“Unless the NYSE informs the Company that the NYSE rules (including Rule 312.03 of the listed company rules) do not require (whether because the NYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise) approval by the Company’s stockholders of the transactions that are the subject of the Investor Agreements, by June 22, 2011, the Company will file with the SEC a preliminary proxy statement relating to a stockholders meeting at which the Company’s stockholders will be asked to approve the transactions that are the subject of the Investor Agreements.”

2. Except as and to the extent expressly modified by this Amendment, the Agreement shall remain in full force and effect in all respects and the provisions of Article 12 of the Agreement shall apply, mutatis mutandis, to this Amendment.

3. This Amendment and all disputes arising out of or relating to this Amendment and the subject matter hereof or the actions of the parties hereto in the negotiation, execution, administration, performance or nonperformance, enforcement, interpretation, termination and construction hereof and all matters based upon, arising out of or related to any of the foregoing (whether based on contract, tort or otherwise), including all matters of construction, validity and performance, shall be governed by and construed in accordance with the internal laws, both procedural and substantive, of the State of New York, without regard to conflicts of laws principles (whether of the State of New York or any other jurisdiction) that would apply the laws of any jurisdiction other than the State of New York.

4. This Amendment may be executed in two or more counterparts, some of which may be signed by fewer than all the parties or may contain facsimile copies of pages signed by some of the parties. Each of those counterparts will be deemed to be an original copy of this Agreement, but all of them together will constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company and the Investors have executed this Amendment, intending to be legally bound by it, as of the day shown on the first page of this Amendment.

FIRST BANCORP

By: /s/ Lawrence Odell
Title: Lawrence Odell
General Counsel, EVP

INVESTOR:

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, Ltd., its general partner

By: /s/ Thomas M. Hagerty
Name: Thomas M. Hagerty
Title: Director

AMENDMENT TO INVESTMENT AGREEMENT

This amendment (this “Amendment”), dated as of June 22, 2011, amends that certain Investment Agreement, dated as of May 26, 2011 among First BanCorp (the “Company”), a Puerto Rico chartered financial holding company, and Thomas H. Lee (Alternative) Fund VI, L.P. (the “Investor”).

1. Pursuant to Section 12.12 of the Agreement, the Company and the Investor hereby agree to amend the Agreement by replacing the first sentence of Section 4.1 of the Agreement in its entirety with the following:

“Unless the NYSE informs the Company that the NYSE rules (including Rule 312.03 of the listed company rules) do not require (whether because the NYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise) approval by the Company’s stockholders of the transactions that are the subject of the Investor Agreements, by June 27, 2011, the Company will file with the SEC a preliminary proxy statement relating to a stockholders meeting at which the Company’s stockholders will be asked to approve the transactions that are the subject of the Investor Agreements.”

2. Except as and to the extent expressly modified by this Amendment, the Agreement shall remain in full force and effect in all respects and the provisions of Article 12 of the Agreement shall apply, mutatis mutandis, to this Amendment.

3. This Amendment supersedes an amendment to the Investment Agreement, dated as of May 26, 2011 among the Company and the Investor, dated June 17, 2011.

4. This Amendment and all disputes arising out of or relating to this Amendment and the subject matter hereof or the actions of the parties hereto in the negotiation, execution, administration, performance or nonperformance, enforcement, interpretation, termination and construction hereof and all matters based upon, arising out of or related to any of the foregoing (whether based on contract, tort or otherwise), including all matters of construction, validity and performance, shall be governed by and construed in accordance with the internal laws, both procedural and substantive, of the State of New York, without regard to conflicts of laws principles (whether of the State of New York or any other jurisdiction) that would apply the laws of any jurisdiction other than the State of New York.

5. This Amendment may be executed in two or more counterparts, some of which may be signed by fewer than all the parties or may contain facsimile copies of pages signed by some of the parties. Each of those counterparts will be deemed to be an original copy of this Agreement, but all of them together will constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company and the Investors have executed this Amendment, intending to be legally bound by it, as of the day shown on the first page of this Amendment.

FIRST BANCORP

By: /s/ Lawrence Odell
Title: Lawrence Odell
General Counsel, EVP

INVESTOR:

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, Ltd., its general partner

By: /s/ Thomas M. Hagerty
Name: Thomas M. Hagerty
Title: Director