FIRST BANCORP /PR/ — Regulatory Filings 2011

Oct 5, 2011

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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): September 29, 2011

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First BanCorp. ______ (Exact name of registrant as specified in its charter)

Puerto Rico	001-14793	66-0561882
___ (State or other jurisdiction	_______ (Commission	__ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1519 Ponce de Leon Ave., PO Box 9146, San Juan, Puerto Rico		00908-0146
_________ (Address of principal executive offices)		_____ (Zip Code)

Registrant’s telephone number, including area code: 787-729-8041

Not Applicable __________ Former name or former address, if changed since last report

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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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2011, First BanCorp (the "Corporation"), the bank holding company for FirstBank Puerto Rico, entered into an amendment to the investment agreement with institutional investors advised by Wellington Management Company, LLP, dated as of June 27, 2011 and amended as of July 14, 2011, to enable such investors to purchase their shares of the Corporation’s common stock ("Common Stock") in two tranches. Pursuant to this amendment, the first tranche will close prior to, or simultaneously with, the conversion into Common Stock of the Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series G held by United States Department of the Treasury and the second tranche will close immediately following such conversion.

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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.

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/s/ Lawrence Odell
Name: Lawrence Odell
Title: EVP and General Counsel

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