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
August 13, 2007 (August 8, 2007)
Date of Report (Date of earliest event reported)
FIRST BANKS, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-20632 43-1175538
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
135 NORTH MERAMEC, CLAYTON, MISSOURI 63105
(Address of principal executive offices) (Zip code)
(314) 854-4600
(Registrant's telephone number, including area code)
Not Applicable
(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))
FIRST BANKS, INC.
TABLE OF CONTENTS
Page
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT................................ 1
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT............................. 1
SIGNATURE............................................................................. 2
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 8, 2007, First Banks, Inc. ("First Banks" or the "Company")
entered into a $125.0 million Secured Credit Agreement with Wells Fargo Bank,
National Association, as Agent ("Wells Fargo"), JP Morgan Chase Bank, N.A.,
LaSalle Bank National Association, The Northern Trust Company, Union Bank of
California, N.A., Fifth Third Bank (Chicago) and U.S. Bank National Association
("Secured Credit Agreement") to renew and modify its existing $96.0 million
First Amendment to the Amended and Restated Secured Credit Agreement dated
August 10, 2006 ("Existing Credit Agreement"). The terms and conditions of the
Secured Credit Agreement provide for a $125.0 million revolving credit facility
that includes: (i) a $5.0 million subfacility for the issuance of standby
letters of credit; (ii) a $10.0 million subfacility for swingline loans (from
Wells Fargo as Swingline Lender); and (iii) three-year term loan options that
may be drawn in minimum borrowing amounts of $10.0 million, amortizing with
equal quarterly installments of principal based on a four-year straight-line
amortization schedule and a final maturity of three years from execution of each
term loan, including the $35.0 million term loan outstanding under the Existing
Credit Agreement. Each term loan, including the existing $35.0 million term
loan, will reduce the availability under the revolving credit facility. First
Banks, at its option, may increase the Secured Credit Agreement to $150.0
million, with a minimum increase of $10.0 million and additional increments of
$5.0 million.
Interest is payable on outstanding principal loan balances of the
revolving credit loan and each term loan at a floating rate equal to either the
lender's prime rate or, at First Banks' option, the London Interbank Offering
Rate ("LIBOR") plus a margin determined by the outstanding principal loan
balances and First Banks' net income for the preceding four calendar quarters.
If the outstanding principal loan balances under the revolving credit loan and
each term loan are accruing at the prime rate, interest is payable quarterly in
arrears. If the outstanding principal loan balances under the revolving credit
loan and each term loan are accruing at LIBOR, interest is payable based on the
one, two, three or six-month LIBOR, as selected by First Banks. First Banks is
also subject to a quarterly commitment fee on the unused portion of the
revolving credit facility. Amounts may be borrowed under the revolving credit
facility until August 7, 2008, at which time the principal and interest is due
and payable, excluding the term loans. First Banks' existing $35.0 million term
loan is payable in quarterly installments of $5.0 million, at a minimum, with
the remaining term loan balance to be repaid in full, including any unpaid
interest, upon maturity on March 31, 2009.
Interest is payable on the outstanding principal loan balances of the
swingline loans at a floating rate equal to the lender's prime rate. The
principal balances of the swingline loans, together with accrued and unpaid
interest, are payable on the next to occur date of either the fifteenth day of
the month or the last business day of the month following the date of the
swingline loans.
The Secured Credit Agreement requires maintenance of certain minimum
capital ratios for First Banks and First Bank, certain maximum nonperforming
assets ratios for First Bank and a minimum return on assets ratio for First
Banks. In addition, it contains additional covenants, including a limitation on
the amount of dividends on First Banks' common stock that may be paid to
stockholders. The Secured Credit Agreement is secured by First Banks' ownership
interest in the capital stock of The San Francisco Company and First Bank.
First Banks intends to use proceeds of advances under the Secured Credit
Agreement to refinance existing indebtedness under the Existing Credit
Agreement, for general corporate purposes, including potential redemption of
subordinated debentures in connection with the redemption of trust preferred
securities, and for potential acquisitions.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See Item 1.01.
SIGNATURE
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.
FIRST BANKS, INC.
Date: August 13, 2007 By: /s/ Terrance M. McCarthy
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Terrance M. McCarthy
President and
Chief Executive Officer