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): October 3, 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 October 3, 2011, First BanCorp (the "Corporation") entered into a letter agreement relating to its Securities Purchase Agreement with the United States Department of the Treasury (the "Treasury") dated as of January 16, 2009. Pursuant to this letter agreement, the Corporation agreed to pay selling expenses, including discounts and selling commissions applicable to the sale of the Corporation’s securities, and the Treasury agreed to modify the time and delivery requirements for a notice of early conversion. A copy of this agreement is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit - Description of Exhibit


10.1 - Letter Agreement with the U.S. Department of the Treasury dated as of October 3, 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.
October 7, 2011	By:	/s/ Lawrence Odell
		Name: Lawrence Odell
		Title: EVP, General Counsel

Exhibit Index

Exhibit No.	Description
10.1	Letter Agreement with the U.S. Department of the Treasury dated as of October 3, 2011

EX-10.1

CONFIDENTIAL

THE UNITED STATES DEPARTMENT OF THE TREASURY

October 3, 2011

First BanCorp
1519 Ponce de Leon Avenue
San Juan, Puerto Rico 00908

Ladies and Gentlemen:

Reference is made to the Securities Purchase Agreement, dated January 16, 2009, by and between the United States Department of the Treasury (“Investor”), and First Bancorp, a corporation organized and existing under the laws of the Commonwealth of Puerto Rico (the “Company”) (the “ Purchase Agreement”). Reference is also made to the Certificate of Designations of Fixed Rate Cumulative Mandatorily Preferred Stock, Series G (“Series G Preferred Stock”) filed with the Secretary of State for the Commonwealth of Puerto Rico on July 16, 2010 (the “Certificate of Designations”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and the Certificate of Designations, where appropriate.

Notwithstanding any provision to the contrary in the Purchase Agreement or the Certificate of Designations, in connection with the conversion of the Series G Preferred Stock into Common Stock, the parties have agreed that:

1. Notwithstanding the provisions of Section 4.5(b) of the Purchase Agreement, the Company agrees that all Selling Expenses incurred in connection with any registrations pursuant to the Purchase Agreement shall be borne by the Company; and

2. Investor agrees to waive the requirement in Section 7(c) of the Certificate of Designations relating to the Series G Preferred Stock that a Notice of Early Conversion be mailed at least 3 days before the date fixed for conversion; provided, however, that such waiver shall be conditioned upon the Company delivering a Notice of Early Conversion to Investor not later than two business days before the date fixed for conversion.

The parties agree that no other terms or provisions of the Purchase Agreement or the Certificate of Designations shall be modified or waived by this letter agreement other than as specifically set forth above.

If the foregoing accurately reflects our agreement, please confirm your agreement to the terms of this letter agreement by signing in the space provided below.

Very truly yours,

UNITED STATES DEPARTMENT OF THE TREASURY

By:	/s/ Timothy G. Massad
Name:	Timothy G. Massad
Title:	Assistant Secretary for Financial Stability

Acknowledged and agreed
as of the date first written above.

FIRST BANCORP

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