Davis Polk – First BanCorp. Commences Exchange Offer

Davis Polk is advising Sandler O’Neill + Partners, L.P. as dealer manager for First BanCorp., in connection with the offer by First BanCorp. to exchange up to 10,087,488 newly issued shares of its common stock, par value $0.10, for any and all of its issued and outstanding shares of five series of preferred stock. To participate in the exchange offer, tendering holders of shares of preferred stock must grant a proxy in favor of an amendment to the certificate of designation for the preferred stock. The exchange offer is expected to expire on March 18, 2013.

First BanCorp. is the parent corporation of FirstBank Puerto Rico, a state-chartered commercial bank with operations in Puerto Rico, the Virgin Islands and Florida, and of FirstBank Insurance Company. First BanCorp. is the second-largest financial holding company in Puerto Rico and operates a total of 154 branches, stand-alone offices and in-branch service centers throughout Puerto Rico, the United States and British Virgin Islands, and Florida.

The Davis Polk corporate team includes partner Richard A. Drucker and associates Liang Dong and Christopher R. Bornhorst, former associate Phoebe Nel and law clerk Natalie A. Thomas. Partner Sit Po and associate Omer Harel provided tax advice. Counsel Lena V. Kiely and associate Alison M. Hashmall provided regulatory advice. Members of the Davis Polk team are based in the New York office.

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