First BanCorp (the “Corporation”) (NYSE: FBP), the bank holding company for FirstBank Puerto Rico (“FirstBank” or “the Bank”), announced earlier today that it has entered into an agreement with two funds managed by Oaktree Capital Management, L.P. (together “Oaktree”) under which Oaktree would purchase an aggregate of approximately $175.5 million of common stock of the Corporation at a per share price of $3.50. The Oaktree investment will represent 24.9% of the outstanding shares of the Corporation’s common stock upon completion of the capital raise and the conversion into common stock of the $424.2 million of Series G Mandatorily Convertible Preferred Stock (“Series G Preferred Stock”) held by the United States Department of the Treasury.
The Oaktree investment will be made on substantially the same terms as the previously announced investment agreement with Thomas H. Lee Partners, L.P. (“THL”). In addition, like the THL transaction, the Oaktree agreement gives Oaktree the right to designate a person to serve on the Corporation’s Board of Directors upon completion of the sale of shares of common stock to Oaktree.
In addition to customary closing conditions, the Oaktree investment is conditioned upon the Corporation raising a total of at least $500 million, but no more than $550 million of new capital (inclusive of the Oaktree and THL investments and the previously announced proposed $35 million rights offering to current stockholders), the conversion into common stock of the Series G Preferred Stock, approval by the Corporation’s stockholders of the issuance of shares of common stock in the capital raise and the required regulatory approvals.
The Corporation also has entered into investment agreements with institutional investors and other private equity firms for the issuance of an aggregate of approximately $164 million of the Corporation’s common stock, which, together with the THL and Oaktree investments, totals $515 million in commitments.
Aurelio Alemán, President and Chief Executive Officer of First BanCorp commented, “With the aggregate amount of these commitments we now exceed the minimum $500 million required for completion of the capital raise. The total amount of the capital raise will enable us to compel the conversion of the Series G Preferred Stock, substantially strengthen our capital ratios and reinforces First BanCorp's position as the second largest banking franchise in Puerto Rico. The Corporation will now proceed with the actions necessary for completion of the transaction, including seeking stockholder approval for the aggregate sale of shares under these investment agreements."