8-K 1 d766532d8k.htm FORM 8-K

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): June 27, 2019 (June 26, 2019)

OFG BANCORP

(Exact Name of Registrant as Specified in Charter)

Commonwealth of Puerto Rico |  | 001-12647 |  | 66-0538893
(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)
Oriental Center, 15th Floor 254 Muñoz Rivera Avenue San Juan, Puerto Rico |  | 00918
(Address of Principal Executive Offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (787) 771-6800

(Former name or former address, if changed since last report.)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common shares, par value $1.00 per share |  | OFG |  | New York Stock Exchange
7.125% Noncumulative Monthly Income Preferred Stock, Series A ($25.00 liquidation preference per share) |  | OFG.PRA |  | New York Stock Exchange
7.0% Noncumulative Monthly Income Preferred Stock, Series B ($25.00 liquidation preference per share) |  | OFG.PRB |  | New York Stock Exchange
7.125% Noncumulative Perpetual Preferred Stock, Series D ($25.00 liquidation preference per share) |  | OFG.PRD |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 | Regulation FD Disclosure.

On June 26, 2019, OFG Bancorp (the “Company”) issued a press release announcing that the Company and Oriental Bank, a wholly-owned subsidiary of the Company (“Oriental”) entered into (i) a definitive Stock Purchase Agreement with Bank of Nova Scotia (“Seller”), (ii) a definitive Sale and Purchase Agreement (PR) with Seller and (iii) a definitive Sale and Purchase Agreement (USVI) with Seller (collectively, the “Transaction Agreements”). Under the Transaction Agreements, Oriental Bank has agreed to acquire, on the terms and subject to the conditions set forth in the Transaction Agreements, Seller’s Puerto Rico operation for $550 million in cash and Seller’s U.S. Virgin Island branch operation for a $10 million deposit premium (the “Transactions”). The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

On June 27, 2019, the Company released a presentation to investors about the Transactions. The presentation is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

The preceding information, as well as Exhibit 99.1 and Exhibit 99.2 referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 | Financial Statements and Exhibits.

(d) | Exhibits. The following exhibits are filed with this report:

Exhibit No. |  | Description
99.1 |  | Press Release, issued by the Company on June 26, 2019.
99.2 |  | Investor Presentation, dated June 27, 2019.

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.

Date: June 27, 2019 |  |  |  | OFG BANCORP
|  |  |  | By: |  | /s/ Carlos O. Souffront
|  |  |  | Name: |  | Carlos O. Souffront
|  |  |  | Title: |  | General Counsel and Secretary of the Board of Directors