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First BanCorp Announces Relevant Price and Exchange Ratios for Preferred Stock Exchange Offer

  First BanCorp Announces Relevant Price and Exchange Ratios for Preferred
  Stock Exchange Offer

Business Wire

SAN JUAN, Puerto Rico -- March 15, 2013

First BanCorp. (the “Corporation”) (NYSE: FBP), the bank holding company for
FirstBank Puerto Rico (“FirstBank” or “the Bank”), announced today that it has
determined the Relevant Price and Exchange Ratios in connection with its offer
to issue (the “Exchange Offer”) up to 10,087,488 shares of its common stock,
par value $0.10 per share (“Common Stock”), in exchange for any and all of the
issued and outstanding shares of Non-Cumulative Perpetual Monthly Income
Preferred Stock, Series A through E (collectively, “Preferred Stock”).

In accordance with the terms of the Exchange Offer, as set forth in the
Corporation’s Prospectus dated February 14, 2013, which was filed with the
U.S. Securities and Exchange Commission (the “SEC”) on February 15, 2013, and
the related letter of transmittal, the Corporation has determined the Relevant
Price as $6.11 and the Exchange Ratios for the Preferred Stock as provided in
the table below.

The expiration date for the Exchange Offer is 5:00 p.m., New York City time,
on Monday, March 18, 2013 (the “Expiration Date”), unless the Corporation
extends the Exchange Offer.

For each share of Preferred Stock accepted in accordance with the terms of the
Exchange Offer, the Corporation will issue a number of shares of its Common
Stock equal to the “Exchange Ratio,” which is the exchange value set forth in
the table below (the “Exchange Value”) divided by the Relevant Price of $6.11.
The closing sale price for a share of the Corporation’s Common Stock on the
New York Stock Exchange on March 14, 2013 was $6.14, which is greater than the
Relevant Price. Depending on the trading price of the Corporation’s Common
Stock on the settlement date for the Exchange Offer, which is expected to be
March 21, 2013, unless the Corporation extends the Exchange Offer, the market
value of the Common Stock that the Corporation issues in exchange for the
tendered Preferred Stock may be less than, equal to, or greater than the
applicable Exchange Value.

                                                                  
                                                                             Exchange
                                                                             Ratio per
                                                                             share
                                                                             (Number
                                                                             of
                                Aggregate       Liquidation                  Shares of
CUSIP       Title of        liquidation   preference    Exchange   Common
              Securities        preference      per share       Value        Stock to
                                outstanding                                  be
                                                                             Received
                                                                             for Each
                                                                             Share of
                                                                             Preferred
                                                                             Stock)
              7.125%
              Noncumulative
              Perpetual
318672201     Monthly           $11,254,875     $25             $20          3.271
              Income
              Preferred
              Stock, Series
              A
              8.35%
              Noncumulative
              Perpetual
318672300     Monthly           $11,899,675     $25             $20          3.271
              Income
              Preferred
              Stock, Series
              B
              7.40%
              Noncumulative
              Perpetual
318672409     Monthly           $11,515,275     $25             $20          3.271
              Income
              Preferred
              Stock, Series
              C
              7.25%
              Noncumulative
              Perpetual
318672508     Monthly           $12,764,800     $25             $20          3.271
              Income
              Preferred
              Stock, Series
              D
              7.00%
              Noncumulative
              Perpetual
318672607     Monthly           $15,612,175     $25             $20          3.271
              Income
              Preferred
              Stock, Series
              E
                                                                             

Holders will only receive the consideration in the Exchange Offer if they
validly tender and do not withdraw their shares of Preferred Stock prior to
the Expiration Date, the amendment to the certificate of designation for each
series of Preferred Stock is approved by two-thirds of the holders of the
Preferred Stock and a majority of the holders of the Common Stock, and the
Corporation accepts the tendered shares of Preferred Stock for exchange. The
Corporation intends to deliver the consideration for the shares that are
tendered and accepted in the Exchange Offer on or about March 21, 2013, unless
the Corporation extends the Exchange Offer.

Sandler O’Neill + Partners, L.P. is acting as the sole dealer manager,
Computershare is acting as exchange agent and Georgeson Inc. is acting as
information agent for the Exchange Offer. For further details, please contact
Sandler O’Neill + Partners, L.P. at 866-805-4128 (toll-free), or 212-466-7807
(collect), or Georgeson Inc. at 866-856-6388 (toll-free), or 212-440-9800
(collect).

This press release is neither an offer to exchange nor a solicitation of an
offer to sell or purchase Common Stock or Preferred Stock. The Exchange Offer
is only being made pursuant to the Prospectus dated February 14, 2013, which
was filed with the SEC on February 15, 2013, and the related letter of
transmittal, which are available without charge on the SEC’s website site at
www.sec.gov or can be obtained, without charge, upon written or oral request
to: First BanCorp, Attention: Lawrence Odell, Secretary, P.O.Box9146,
SanJuan, Puerto Rico, 00908-0146; telephone: (787)729-8109, or Georgeson
Inc., 199 Water Street, 26th Floor, New York, NY 10038; telephone:
866-856-6388 (toll-free), or 212-440-9800 (collect). Investors should read the
Prospectus and the related documents for more complete information about the
Corporation and the Exchange Offer. Neither the Corporation, the dealer
manager, the exchange agent, the information agent nor any other person is
making any recommendation as to whether or not holders of the Preferred Stock
should tender their shares of Preferred Stock for exchange in the Exchange
Offer.

About First BanCorp.

First BanCorp. is the parent corporation of FirstBank, a state-chartered
commercial bank with operations in Puerto Rico, the Virgin Islands and
Florida, and of FirstBank Insurance Agency. First BanCorp. and FirstBank
operate within U.S. banking laws and regulations. The Corporation operates a
total of 154 branches, stand-alone offices, and in-branch service centers
throughout Puerto Rico, the U.S. and British Virgin Islands, and Florida.
Among the subsidiaries of FirstBank are First Federal Finance Corp., a small
loan company; FirstBank Puerto Rico Securities Corp., a broker-dealer
subsidiary; First Management of Puerto Rico; and FirstMortgage, Inc., a
mortgage origination company. In the U.S. Virgin Islands, FirstBank operates
First Express, a small loan company. First BanCorp’s Common Stock trades on
the New York Stock Exchange under the symbol “FBP.”

Safe Harbor

This press release may contain “forward-looking statements” concerning the
Corporation’s future economic performance. The words or phrases “expect,”
“anticipate,” “look forward,” “should,” “believes” and similar expressions are
meant to identify “forward-looking statements.” The Corporation wishes to
caution readers not to place undue reliance on any such “forward-looking
statements,” which speak only as of the date made, and to advise readers that
various factors, including, but not limited to, the following could cause
actual results to differ materially from those expressed in, or implied by
such forward-looking statements: uncertainty about whether the Corporation and
FirstBank will be able to fully comply with the written agreement dated June
3, 2010 that the Corporation entered into with the Federal Reserve Bank of New
York (the “Federal Reserve”) and the order dated June 2, 2010 that FirstBank
entered into with the FDIC and the Office of the Commissioner of Financial
Institutions of the Commonwealth of Puerto Rico (the “FDIC Order”) that, among
other things, require FirstBank to maintain certain capital levels and reduce
its special mention, classified, delinquent, and non-performing assets; the
risk of being subject to possible additional regulatory actions; uncertainty
as to the availability of certain funding sources, such as retail brokered
CDs; the Corporation’s reliance on brokered CDs and its ability to obtain, on
a periodic basis, approval from the FDIC to issue brokered CDs to fund
operations and provide liquidity in accordance with the terms of the FDIC
Order; the risk of not being able to fulfill the Corporation’s cash
obligations or resume paying dividends to the Corporation’s stockholders in
the future due to the Corporation’s inability to receive approval from the
Federal Reserve to receive dividends from FirstBank or FirstBank’s failure to
generate sufficient cash flow to make a dividend payment to the Corporation;
the strength or weakness of the real estate markets and of the consumer and
commercial credit sectors and their impact on the credit quality of the
Corporation’s loans and other assets, including the Corporation’s construction
and commercial real estate loan portfolios, which have contributed and may
continue to contribute to, among other things, the high levels of
non-performing assets, charge-offs, and the provision expense and may subject
the Corporation to further risk from loan defaults and foreclosures; adverse
changes in general economic conditions in Puerto Rico, the U.S., and the U.S.
Virgin Islands and British Virgin Islands, including the interest rate
environment, market liquidity, housing absorption rates, real estate prices,
and disruptions in the U.S. capital markets, which may reduce interest
margins, impact funding sources, and affect demand for all of the
Corporation’s products and services and reduce the Corporation’s revenues,
earnings, and the value of the Corporation’s assets; an adverse change in the
Corporation’s ability to attract new clients and retain existing ones; a
decrease in demand for the Corporation’s products and services and lower
revenues and earnings because of the continued recession in Puerto Rico, the
current fiscal problems, and budget deficit of the Puerto Rico government and
recent credit downgrades of the Puerto Rico government; uncertainty about
regulatory and legislative changes for financial services companies in Puerto
Rico, the U.S., and the U.S. and British Virgin Islands, which could affect
the Corporation’s financial condition or performance and could cause the
Corporation’s actual results for future periods to differ materially from
prior results and anticipated or projected results; uncertainty regarding the
timing and final substance of any capital or liquidity standards, including
the Final Basel III requirements and their implementation through rulemaking
by the Federal Reserve, including anticipated requirements to hold higher
levels of regulatory capital and liquidity and meet higher regulatory capital
ratios as a result of Final Basel III or other capital or liquidity standards;
uncertainty about the effectiveness of the various actions undertaken to
stimulate the U.S. economy and stabilize the U.S. financial markets, and the
impact such actions may have on the Corporation’s business, financial
condition and results of operations; changes in the fiscal and monetary
policies and regulations of the federal government, including those determined
by the Federal Reserve, the FDIC, government-sponsored housing agencies, and
regulators in Puerto Rico and the U.S. and British Virgin Islands; the risk of
possible failure or circumvention of controls and procedures and the risk that
the Corporation’s risk management policies may not be adequate; the risk that
the FDIC may further increase the deposit insurance premium and/or require
special assessments to replenish its insurance fund, causing an additional
increase in the Corporation’s non-interest expenses; the risks of not being
able to recover the assets pledged to Lehman Brothers Special Financing, Inc.;
the impact on the Corporation’s results of operations and financial condition
of acquisitions and disposition transactions; a need to recognize additional
impairments on financial instruments, goodwill, or other intangible assets
relating to acquisitions; the risks that downgrades in the credit ratings of
the Corporation’s long-term senior debt will adversely affect the
Corporation’s ability to access necessary external funds; the impact of the
Dodd-Frank Wall Street Reform and Consumer Protection Act on the Corporation’s
businesses, business practices, and cost of operations; and general
competitive factors and industry consolidation. The Corporation does not
undertake, and specifically disclaims any obligation, to update any
“forward-looking statements” to reflect occurrences or unanticipated events or
circumstances after the date of such statements except as required by the
federal securities laws.

Contact:

First BanCorp.
John B. Pelling III, 305-577-6000 Ext. 162
Investor Relations Officer
john.pelling@firstbankpr.com
 
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