First Bancorp (NASDAQ:AFBA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement
| Item3.02 -Unregistered Sales of Equity Securities | ||||
| ITEM1.01 |
Entry into a Material Definitive Agreement |
Exchange Agreement
On December22, 2016, First Bancorp (the Company) entered into an
Exchange Agreement with Castle Creek Partners, IV, LP (Castle
Creek) providing for the exchange of 728,706 shares of the
Companys Series C Convertible Perpetual Preferred Stock (Series C
Preferred Stock) for 728,706 shares of the Companys common stock
(the Exchange Agreement). The exchange was consummated
simultaneously with the execution and delivery of the Exchange
Agreement.
The Series C Preferred Stock was originally issued to Castle
Creek in a private placement transaction that was completed on
December 21, 2012 and was issued to enable the equity ownership
of Castle Creek to comply with applicable banking laws and
regulations. The common stock issued upon exchange of the Series
C Preferred stock was offered and exchanged in reliance on
exemptions from registration provided by Sections 3(a)(9) and
18(b)(4) of the Securities Act of 1933, as amended.
The December 21, 2012 securities purchase agreement between the
Company, Castle Creek, and the other signatories thereto,
contained certain board representation rights granted to Castle
Creek. The board representation rights provided that so long as
Castle Creek owned at least 4.9% of the Companys outstanding
Common Stock (including the Series C Preferred Stock held by
Castle Creek on an as-converted basis), Castle Creek would be
entitled to nominate a director to serve on the Board of
Directors of the Company and the Board of Directors of the
Companys subsidiary bank, or, in lieu thereof, to appoint an
observer to attend meetings of the Board and the Bank Board in a
non-voting observer capacity. These board representation rights
were never exercised by Castle Creek. The Exchange Agreement
acknowledges that the board representation rights held by Castle
Creek have terminated due to Castle Creeks ownership of the
Companys Common Stock (including the Series C Preferred Stock on
an as-converted basis) having dropped below 4.9% of the Companys
Common Stock prior to the transaction effected to the Exchange
Agreement.
The foregoing summary of the Exchange Agreement is qualified in
its entirety by reference to the complete text of such document,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and which is incorporated herein by reference.
| ITEM3.02 |
Unregistered Sales of Equity Securities |
On December 22, 2016, the Company issued to Castle Creek 728,706
shares of its voting common stock in exchange for an equivalent
number of shares of Series C Preferred Stock held of record by
Castle Creek in a transaction exempt from registration under
Sections 3(a)(9) and 18(b)(4) of the Securities Act of 1933, as
amended. The Company received no cash proceeds as a result of the
exchange.
| ITEM9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following exhibits are filed or furnished herewith as part of
this Current Report on Form 8-K:
| Exhibit Number | Description of Exhibit | |
| 10.1 |
Exchange Agreement, dated December 22, 2016, by and between First Bancorp and Castle Creek Capital Partners IV, LP |
About First Bancorp (NASDAQ:AFBA)