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): December 17, 2012

FIRSTCITY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	033-19694	76-0243729
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

6400 Imperial Drive, Waco, Texas	76712
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (254) 761-2800

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 obligations 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 (17 CFR 240.13e-4(c))

Section 1—Registrant’s Business and Operations

Item 2.01  Completion of a Disposition of a Significant Amount of Assets.

In June 2012, the capital and ownership structures of two European entities under common control of FirstCity Financial Corporation (“FirstCity” or the “Company”), and a non-affiliated investor group were modified (as agreed-upon by FirstCity and the non-affiliated investor group). The entities involved included UBN, SAS (“UBN”), a portfolio acquisition partnership, and MCS et Associés (“MCS”), a servicing entity. At the time of restructure, FirstCity had a direct 70% controlling ownership interest in UBN and a combined direct and indirect 37% noncontrolling ownership interest in MCS. FirstCity’s indirect ownership interest in MCS resulted from its ownership in UBN, which had a direct 35% noncontrolling ownership interest in MCS. Under terms of the restructure, FirstCity and the non-affiliated investor group contributed their MCS ownership interests to UBN in exchange for modified ownership interests in UBN that approximated their respective economic interests in these entities (on a combined basis) prior to the restructure. As a result, UBN now has a 100% controlling interest in MCS, and FirstCity’s ownership interest in UBN decreased to 38% (the controlling 62% interest in UBN is now held by the non-affiliated investor group). As such, the form of FirstCity’s investment in UBN changed from a consolidated subsidiary to an unconsolidated subsidiary (now treated as an equity-method investment), and FirstCity no longer has any direct investment in MCS.

On November 7, 2012, FirstCity Europe Corporation, FirstCity Servicing Corporation and FirstCity Diversified Holdings LLC (the “FirstCity Sellers”), all wholly-owned subsidiaries of FirstCity, entered into a Share Transfer Agreement with Miromesnil Gestion, a French societe anonyme, which is a wholly-owned subsidiary of MCS, as purchaser (the “Purchaser”), and UBN, and certain shareholders of UBN, as additional parties, relating to the sale of all shares of UBN owned by the FirstCity Sellers to the Purchaser for an aggregate purchase price of 20,000,000 Euros with a closing date not later than December 20, 2012.

On December 17, 2012, the FirstCity Sellers sold their ownership interest in UBN to Miromesnil Gestion for 20,000,000 Euros (or approximately $26.3 million).

Item 7.01.  Regulation FD Disclosure.

The following information is being provided pursuant to Item 7.01. Such information, including Exhibit 99.1 attached hereto, should not be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The information contained under Item 2.01 is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d)Exhibits.

10.1Share Transfer Agreement dated November 7, 2012 between FirstCity Diversified Holdings LLC, FirstCity Europe Corporation and FirstCity Servicing Corporation, as the transferors, and Miromesnil Gestion, as the Tranferee (incorporated herein by reference to Exhibit 10.1 of the Company’s Form 10-Q dated November 14, 2012

99.1Press release dated December 19, 2012.

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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.

	FIRSTCITY FINANCIAL CORPORATION
Date: December 19, 2012	By:	/s/ J. Bryan Baker
		J. Bryan Baker
		Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

N E W S  R E L E A S E

Contact:  J. Bryan Baker

800-247-4274

FirstCity Financial Corporation Completes Sale of French Investment

Waco, Texas, December 19, 2012……  As previously announced, on December 17, 2012 FirstCity Financial Corporation (NASDAQ: FCFC) closed on the sale of its minority ownership interest in UBN, S.A.S., a French portfolio acquisition partnership, for 20 million Euros (or $26.3 million).  Commenting on the transaction, James T. Sartain, President and CEO of FirstCity, said, “We are pleased to have completed this sale transaction, which provided approximately $24.7 million in reduction on our current Lloyds Bank debt.”

FirstCity Financial Corporation is a diversified financial services company with operations dedicated primarily to distressed asset acquisitions and servicing, and special situations investments. FirstCity has offices in the United States and affiliate organizations in Europe and Latin America. FirstCity common stock is listed on the NASDAQ Global Select Market.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release relate to FirstCity’s or management’s intentions, hopes, beliefs, expectations, representations, projections, estimates, plans or predictions of the future and, as such, constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements are based upon management’s beliefs, assumptions and expectations, taking into account currently available information. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us. Actual events or results may differ from those expressed or implied in any such forward-looking statements as a result of various factors and risks that are described from time to time in the Company’s filings with the SEC including but not limited to its annual reports on Form 10-K, its quarterly reports on Form 10-Q, and its current reports on Form 8-K, filed with the SEC and available through the Company’s website, which contain a more detailed discussion of the Company’s business, including risks and uncertainties that may affect future results. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Information in this press release may be superseded by more recent information or statements, which may be disclosed in later press releases, subsequent filings with the SEC or otherwise. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or to reflect any change in events, conditions or circumstances on which any such forward-looking statements are based, in whole or in part.