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 30, 2015

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:

oWritten 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)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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 June 30, 2015, First Community Financial Partners, Inc. (the “Company”) entered into a loan and security agreement (the “Agreement”) with MB Financial Bank, N.A. (“MB”) pursuant to which MB committed, subject to the terms and conditions set forth in the Agreement, to make a revolving loan to the Company in the aggregate principal amount of $4.0 million which matures on June 15, 2020 (the “Revolving Loan”) and a term loan to the Company in the aggregate principal amount of $10.1 million which matures on February 15, 2021 (the “Term Loan” and together with the Revolving Loan, the “Loans”). The proceeds of the Loans will be used to fund general working capital and operating expenses and were used to finance the repayment of the Notes (as defined below and as more fully described in Item 8.01 of this Current Report on Form 8-K).

The Loans have an annual interest rate of 2.25% plus the thirty day LIBOR rate. The Revolving Loan also bears a non-usage fee of 0.25% per annum on the unused commitment at the end of each fiscal quarter if the outstanding amount is less than 50% of the commitment.

The Agreement contains customary representations, warranties, covenants and events of default, including without limitation, financial covenants requiring that the Company, or First Community Financial Bank, as applicable, maintain: (1) a ratio of Loan Loss Reserves to Non-Performing Loans of not less than 75%; (2) a Total Risk-Based Capital Ratio equal to or greater than 10%; (3) such capital as may be necessary to cause First Community Financial Bank to be classified as a “well capitalized” institution under regulatory guidelines; and a (4) a Return on Average Assets equal to or greater than 0.60%.

At any time after the occurrence of an event of default under the Agreement, MB may, among other options, terminate its commitment to make loans to the Company and declare any amounts outstanding under the Agreement immediately due and payable. The Loans are secured with a pledge of the capital stock of First Community Financial Bank, all of which is owned by the Company.

The foregoing summary of the Agreement is only a brief description of the terms and conditions, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the copy of the Agreement that will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2015.

Item 8.01. Other Events.

On July 2, 2015, the Company issued a press release announcing the redemption of all of its outstanding 8.0% Series A Convertible Subordinated Notes in the aggregate principal amount of $4.1 million and all of its outstanding 9.0% Subordinated Notes in the aggregate principal amount of $10.0 million (collectively, the “Notes”). As noted in Item 2.03 of this Current Report on Form 8-K, the proceeds from of the Loans were used to fund the redemption of the Notes. A copy of the press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 2, 2015

SIGNATURES

Pursuant to the requirements of the Exchange Act 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: July 2, 2015	/s/ Glen L. Stiteley
	Glen L. Stiteley
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 2, 2015

EX-99.1

First Community Financial Partners, Inc. Announces Redemption of Subordinated Debt and New Credit Agreement

JOLIET, IL. July 2, 2015 (GLOBE NEWSWIRE) - First Community Financial Partners, Inc. (OTCQB:FCMP) (“First Community” or the “Company”), the holding company of First Community Financial Bank (the “Bank”), today announced that it redeemed all of the Company’s $4.1 million of 8% Series A Convertible Subordinated Debt and $10.0 million of 9% Subordinated Debt on June 30, 2015. The Company used the proceeds from two credit facilities discussed below to fund the redemption of the subordinated debt. Based on the current interest rate on the credit facilities, the Company expects to realize a savings of $882,000 in annual interest expense.

The Company entered into an agreement with MB Financial Bank, N.A. (“MB”) for two credit facilities (“Credit Facilities”).  The Credit Facilities include a $4.0 million revolving line of credit and a $10.1 million term loan.  The revolving line matures in 2020 and the term loan matures in 2021. The Credit Facilities have an annual interest rate of 2.25% plus the thirty day LIBOR rate, which is currently 2.436%.  The Credit Facilities are collateralized by the Company’s ownership of stock in its wholly-owned subsidiary, the Bank. 

Roy C. Thygesen, Chief Executive Officer, commented, “We are pleased with these related financial transactions as the anticipated cost savings will be used for general corporate and strategic purposes. As a result of these transactions, we believe the Company will have a stronger balance sheet and greater earnings capacity.”

About First Community Financial Partners, Inc.: First Community Financial Partners, Inc., headquartered in Joliet, Illinois, is a bank holding company whose common stock trades on the OTCQB marketplace (OTCQB:FCMP). First Community Financial Partners has one bank subsidiary, First Community Financial Bank. First Community Financial Bank, based in Plainfield, Illinois, is a wholly owned banking subsidiary of First Community Financial Partners, with locations in Joliet, Plainfield, Homer Glen, Channahon, Naperville and Burr Ridge, Illinois. The Bank is dedicated to its founding principles by being actively involved in the communities it serves and providing exceptional personal service delivered by experienced local professionals.

Special Note Concerning Forward-Looking Statements

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Any statements in this release 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 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 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 relationships with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management personnel in the future; the impact of legislation and regulatory changes on the banking industry, including the implementation of the Basel III capital reforms; losses related to cyber-attacks; 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 13, 2015.

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.