Attached files
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| EX-1.2 - EXHIBIT 1.2 - FIRSTBANK CORP | ex1-2.htm |
| EX-1.1 - EXHIBIT 1.1 - FIRSTBANK CORP | ex1-1.htm |
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: June 27, 2012
FIRSTBANK CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Michigan
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000-14209
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38-2633910
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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311 Woodworth Avenue
Alma, Michigan
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48801
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(Address of principal executive office)
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(Zip Code)
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Registrant's telephone number, including area code: (989) 463-3131
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
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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.
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(a)
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On June 27, 2012, Firstbank Corporation (the "Company") and its subsidiaries, Firstbank—Alma, Firstbank (Mt. Pleasant), Firstbank—West Branch, Keystone Community Bank, and Firstbank—West Michigan (the "Banks"), entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O'Neill & Partners, L.P. as representatives of the several underwriters (the "Underwriters") and United States Department of the Treasury (the "Selling Shareholder"), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters of 33,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, Liquidation Preference Amount $1,000 per share, of the Company (the "Preferred Stock").
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Under the terms of the Underwriting Agreement, the Underwriters agreed to purchase the Preferred Stock from the Selling Shareholder at a price of $926.8948 per share, and to sell the Preferred Stock to the public through a modified dutch auction at an initial public offering price of $941.0100 per share. The Company will not receive any of the proceeds from the offering. The offering is expected to close on or about July 3, 2012. The Underwriting Agreement contains customary representations, warranties and covenants by the Company. It also provides for customary conditions to closing, indemnification rights granted to the Underwriters by the Company, other obligations of the parties and termination provisions.
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The offering was made pursuant to the Company's effective Form S-1 Registration Statement (File No. 333-180773) and a prospectus and prospectus supplement thereto.
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The Underwriting Agreement is filed as Exhibit 1.1 to this report and is here incorporated by reference. This description of the Underwriting Agreement is a summary and is qualified in its entirety by reference to the Underwriting Agreement.
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(b)
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In connection with the sale of the Preferred Stock by the Selling Shareholder, the Company entered into a Letter Agreement with the Selling Shareholder, under which (i) the Company reaffirmed certain of its obligations relating to its participation in the TARP Capital Purchase Program, and (ii) the Selling Shareholder notified the Company of its intent to sell the Warrant issued by the Company to the Selling Shareholder in connection with the Company's participation in the TARP Capital Purchase Program if the Company does not notify the Selling Shareholder of its intention to repurchase the Warrant within 15 days after June 27, 2012. As of the date of the filing of this report, the Company has not notified the Selling Shareholder of its intention to repurchase the Warrant.
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The Letter Agreement is filed as Exhibit 1.2 to this report and is here incorporated by reference. This description of the Letter Agreement is a summary and is qualified in its entirety by reference to the Letter Agreement.
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Item 9.01 Financial Statements and Exhibits.
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(c)
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Exhibits
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1.1
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Underwriting Agreement dated June 27, 2012, by and among Firstbank Corporation and its subsidiaries (Firstbank—Alma, Firstbank (Mt. Pleasant), Firstbank—West Branch, Keystone Community Bank and Firstbank—West Michigan) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O’Neill & Partners, L.P., as representatives of the several underwriters listed on Schedule A thereto, and the United States Department of the Treasury.
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1.2
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Letter Agreement between Firstbank Corporation and the United States Department of the Treasury.
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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 thereunto duly authorized.
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Dated: June 28, 2012
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FIRSTBANK CORPORATION
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(Registrant)
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By:
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/s/ Samuel G. Stone | |
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Samuel G. Stone
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Executive Vice President and CFO
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