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): September 30, 2013

FIRST COMMUNITY FINANCIAL PARTNERS, INC.

(Exact name of registrant as specified in its charter)

	333-185041
	333-185043
Illinois	333-185044	20-4718752
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

2801 Black Road, Joliet, IL	60435
(Address of Principal Executive Offices)	(Zip Code)

(815) 725-0123

Registrant’s telephone number, including area code

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 (see General Instructions A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 230.425)

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 30, 2013, First Community Financial Partners, Inc. (the “Company”), closed a private placement offering resulting in the issuance of 8.625% Subordinated Notes (the “Notes”) in the aggregate principal amount of $5.5 million. The Notes were issued in denominations of $1,000 and integral multiples thereof to EJF Capital LLC, a Delaware limited liability company, through one of its managed funds (collectively, “EJF”), and certain officers and directors of the Company.

The Notes mature on the eighth anniversary of their issuance and bear interest payable quarterly on March 31, June 30, September 30 and December 31 of each year, at an annual interest rate of 8.625%, with the first such payment to be due on December 31, 2013. Beginning on the fifth anniversary of the issuance date of the Notes (or an earlier date if the Notes cease to be deemed Tier 2 capital or the Company receives an opinion of counsel that there exists a material risk that interest payable by the Company is not, or will not be, deductible by the Company), the Company may, at its option, redeem the Notes, in whole or in part, at a redemption price equal to the principal amount outstanding plus accrued but unpaid interest.

The Notes are intended to qualify as Tier 2 capital for regulatory purposes. As discussed below, the Company used most of the net proceeds from the issuance of the Notes to redeem a portion of its outstanding Series B Fixed Rate Cumulative Perpetual Preferred Stock (the “Preferred Stock”) originally issued by the Company pursuant to the Troubled Asset Relief Program Capital Purchase Program (“TARP”).

The Notes issued in the private placement were not registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and were issued pursuant to an exemption from registration under Regulation D of the rules promulgated under the Act. No commissions were paid in connection with the issuance of the Notes or in connection with this offering.     

Item 8.01. Other Events.

The information provided in Item 2.03 is hereby incorporated into this Item 8.01 by reference.

On September 30, 2013, following the issuance of the Notes and the Company’s receipt of $5.5 million as a result of such issuance, the Company redeemed 7,324 shares (the “Shares”) of its outstanding Preferred Stock. The Company redeemed the Shares from EJF, which purchased 16,824 Shares of the Preferred Stock from the United States Department of the Treasury on September 13, 2012. The redemption was pursuant to a Purchase Option Agreement between the Company and EJF dated as of November 8, 2012, and effective as of November 21, 2012, as amended by a letter agreement dated September 5, 2013, extending the period for exercising the repurchase option for the Preferred Stock. The Company redeemed the Shares at a

price of $728.61 per Share. The total cost of redeeming the Shares was approximately $5.3 million, which included accrued and unpaid dividends earned on the Shares through the date of redemption. The repurchase of the shares resulted in a gain attributable to common shareholders of $2.0 million.

A copy of the press release, dated September 30, 2013, announcing the issuance of the Notes and the redemption of the Shares is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

4.1 In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K certain instruments with respect to long-term debt of the registrant have been omitted but will be furnished to the Securities and Exchange Commission upon request.

99.1    Press release, dated October 1, 2013

SIGNATURES

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

	FIRST COMMUNITY FINANCIAL PARTNERS, INC.
Date: October 1, 2013	/s/ Glen L. Stiteley
	Glen L. Stiteley
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact:    Roy C. Thygesen – Chief Executive Officer

Phone (815)725-0123

Source:    First Community Financial Partners, Inc.

First Community Financial Partners, Inc. Completes Repurchase of $7.3 million of Preferred Stock and $5.5 million Private Placement Offering

Joliet, Illinois - October 1, 2013 - First Community Financial Partners, Inc. (OTCBB: FCMP, “First Community”), repurchased $7.3 million of its outstanding $12.5 million Series B Cumulative Perpetual Preferred Stock. The 7,324 preferred shares, with a liquidation preference of $1,000 per share, were repurchased at a cost of $5.3 million resulting in a gain attributable to common shareholders of $2.0 million. “We continue to look for opportunities to enhance the value of our shareholders' investment in First Community,” said Roy C. Thygesen, First Community CEO. “The substantial shareholder gains realized through the transactions completed yesterday are a product of this initiative,” he added.

In connection with the repurchase, First Community closed a private placement of $5.5 million principal amount of 8.625% Subordinated Notes due 2021 (the "Notes"). The Notes were issued in denominations of $1,000 and integral multiples thereof to an affiliate of EJF Capital LLC, the holder of certain First Community's Series B Cumulative Perpetual Preferred Stock, and certain officers and directors of the Company. The proceeds of the private placement were used to fund the repurchase of the Series B Cumulative Perpetual Preferred Stock.

The Notes issued in the private placement were not registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and were issued pursuant to an exemption from registration under Regulation D of the rules promulgated under the Act.

About First Community Financial Partners, Inc.: The bank holding company was formed following the organization of First Community Bank of Joliet to participate with local business leaders from other near west and southwest suburban communities to charter additional banks focused on commitment to their communities. Within five years, First Community Bank of Plainfield, First Community Bank of Homer Glen/Lockport, Burr Ridge Bank and Trust and new branches of First Community Bank of Joliet located in Channahon and Naperville opened their doors, following the proven model of local investors, board members and bankers. Over the years, the reception by local businesses and professional firms has proven that small and midsized businesses respond to the personal approach of a bank that is owned and operated by experienced bankers who are invested in and concerned for the future of their community.

About First Community Financial Bank: With assets approaching $1 billion, First Community Financial Bank is a wholly owned banking subsidiary of First Community Financial Partners, Inc., with locations in Joliet, Plainfield, Homer Glen, Channahon, Naperville and Burr Ridge. The combined result of four recently merged subsidiary bank charters, the bank remains dedicated to its founding principles by being actively involved in the communities it serves and providing exceptional personal service through experienced local professionals.

Special Note Concerning Forward-Looking Statements

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Any statements other than statements of historical facts, including statements about management’s beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management’s views and assumptions regarding future events and business performance. Words such as “estimate,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “target,” “project,” “should,” “may,” “will” and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include the ability of First Community and its wholly owned bank subsidiary to realize the synergies from the recent merger of its non-wholly owned bank subsidiaries, as well as a number of other factors related to the businesses of First Community and its wholly owned bank subsidiary, including: risks associated with the First Community’s possible pursuit of acquisitions; economic conditions in First Community’s, and its wholly owned bank subsidiary’s service areas; system failures; losses of large customers; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing banking; high costs of regulatory compliance; the impact of legislation and regulatory changes on the banking industry; and liability and compliance costs regarding banking regulations. These and other risks and uncertainties are discussed in more detail in First Community’s filings with the Securities and Exchange Commission, including First Community’s Annual Report on Form 10-K filed on March 15, 2013.

Many of these risks are beyond management’s ability to control or predict. All forward-looking statements attributable to First Community, and its wholly owned bank subsidiary or persons acting on behalf of each of them are expressly qualified in their entirety by the cautionary statements and risk factors contained in this communication. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, First Community does not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.