UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 1, 2020

 

First BanCorp.

(Exact Name of Registrant as Specified in its Charter)

 

 

(787) 729-8200

(Registrant’s Telephone Number, including Area Code)

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:

 

 

 

 

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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On September 1, 2020, First BanCorp. (the “Corporation”), the bank holding company of FirstBank Puerto Rico (“FirstBank”), completed its previously announced acquisition of Santander BanCorp (“Santander BanCorp”) and its wholly-owned subsidiary Banco Santander Puerto Rico (“Banco Santander”) (the “Acquisition”) pursuant to that certain Stock Purchase Agreement, dated as of October 21, 2019, by and among FirstBank, Santander Holdings USA, Inc. (“Seller”) and, solely for purposes of Article IV, Section 5.03 and Article X therein, the Corporation (the “Purchase Agreement”).  In consideration for the acquisition of Santander BanCorp and Banco Santander, the Corporation paid Seller cash in an amount of approximately (i) $394.8 million base purchase price for 117.5% of Banco Santander’s core tangible common equity, comprised of a $58.8 million premium on $336 million of core tangible common equity, plus (ii) $882.8 million for Santander BanCorp’s excess capital (paid at par), which represents the estimated closing payment pursuant to the terms of the Purchase Agreement. The merger transactions were described in the Purchase Agreement filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 21, 2019.

The foregoing description of the Purchase Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to this Form 8-K, and is incorporated into this report by reference. Except for its status as a contractual document that establishes and governs the legal relations between the parties with respect to the transactions described above, the Purchase Agreement is not intended to be a source of factual, business or operational information about the parties. Representations and warranties may be used as a tool to allocate risks between the parties to the Purchase Agreement, including where the parties do not have complete knowledge of all facts, instead of establishing these matters as facts. Furthermore, they may be subject to standards of materiality applicable to the contracting parties, which may differ from those applicable to investors. The assertions embodied in such representations and warranties are qualified by information contained in disclosure schedules that the parties exchanged in connection with signing the Purchase Agreement.

Exhibit No.		Description
2.1		Stock Purchase Agreement, dated October 21, 2019, among Seller, FirstBank, and, solely for the purposes set forth therein, the Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Corporation on October 21, 2019).
99.1		Press Release, issued by the Corporation, September 1, 2020.

Date: September 1, 2020		FIRST BANCORP.
		By:		/s/ Lawrence Odell
		Name:		Lawrence Odell
		Title:		Executive Vice President and General Counsel