0001104659-06-005372.txt : 20060201 0001104659-06-005372.hdr.sgml : 20060201 20060201163653 ACCESSION NUMBER: 0001104659-06-005372 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20060201 DATE AS OF CHANGE: 20060201 GROUP MEMBERS: JEFFERY D GOW GROUP MEMBERS: STEVE WASSON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT CAPITAL VI LLC CENTRAL INDEX KEY: 0001276514 IRS NUMBER: 912081553 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11624 SE 5TH ST STREET 2: SUITE 200 CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: 5255867700 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTBANK NW CORP CENTRAL INDEX KEY: 0001035513 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 841389562 STATE OF INCORPORATION: WA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53399 FILM NUMBER: 06570114 BUSINESS ADDRESS: STREET 1: 1300 16TH AVENUE CITY: CLARKSTON STATE: WA ZIP: 99403 BUSINESS PHONE: 5092955100 MAIL ADDRESS: STREET 1: 1300 16TH AVENUE CITY: CLARKSTON STATE: WA ZIP: 99403 FORMER COMPANY: FORMER CONFORMED NAME: FIRSTBANK CORP/ID DATE OF NAME CHANGE: 19970312 SC 13D/A 1 a06-4009_1sc13da.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

FirstBank NW Corp

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

33762X106

(CUSIP Number)

Matthew S. Topham, Esq.
Preston Gates & Ellis LLP	Jeffery D. Gow
925 Fourth Avenue, Suite 2900	11624 S.E. 5th Street, Suite 200
Seattle, WA 98104	Bellevue, WA 98005
(206) 623-7580	(425) 586-7700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 1, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 33762X106

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Crescent Capital VI, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization State of Washington

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 269,746*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 269,746*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 269,746*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.2%**

	14.	Type of Reporting Person (See Instructions) OO

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”) owns 269,746 shares of the Issuer’s Common Stock and Steve Wasson, a member of Crescent, individually owns 100 shares of the Issuer’s Common Stock. Crescent and
Mr. Wasson may be deemed to be a group for purposes of this filing. Crescent does not have any voting or dispositive power over
Mr. Wasson’s shares and hereby disclaims beneficial ownership of the shares owned by Mr. Wasson.

** The calculation is based on a total of 2,937,032 shares of Common Stock outstanding as of October 31, 2005 as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 14, 2005.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jeffery D. Gow

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 269,746*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 269,746*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 269,746*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.2%**

	14.	Type of Reporting Person (See Instructions) IN

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”) owns 269,746 shares of the Issuer’s Common Stock. As the managing member of Crescent, Jeffery Gow may be deemed to beneficially own the shares owned by Crescent. Steve Wasson, a member of Crescent, individually owns 100 shares of the Issuer’s Common Stock. Crescent and Mr. Wasson may be deemed to be a group for purposes of this filing. Mr. Gow does not have any voting or dispositive power over Mr. Wasson’s shares and hereby disclaims beneficial ownership of the shares owned by Mr. Wasson.

**The calculation is based on a total of 2,937,032 shares of Common Stock outstanding as of October 31, 2005 as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 14, 2005.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Steve Wasson

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 100*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 100*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 100*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.0%**

	14.	Type of Reporting Person (See Instructions) IN

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”) owns 269,746 shares of the Issuer’s Common Stock and Steve Wasson, a member of Crescent, individually owns 100 shares of the Issuer’s Common Stock. Crescent and Mr. Wasson may be deemed to be a group for purposes of this filing. Mr. Wasson does not have any voting or dispositive power over Crescent’s shares.

**The calculation is based on a total of 2,937,032 shares of Common Stock outstanding as of October 31, 2005 as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 14, 2005.

Item 1.	Security and Issuer
This statement relates to shares of Common Stock, par value $0.01 per share (“Common Stock”), of FirstBank NW Corp., a Washington corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1300 16th Avenue, Clarkston, Washington 99403.
Item 2.	Identity and Background
(a) This statement is being filed by Crescent Capital VI, L.L.C., a limited liability company organized under the laws of the State of Washington (“Crescent”), Jeffery D. Gow, an individual (“Gow”) and Steve Wasson, an individual (“Wasson”). Crescent, Gow and Wasson are hereinafter sometimes referred to together as the “Reporting Persons”.
(b)-(c) Crescent is a private investment entity that seeks appreciation of its assets for the benefit of its owners. The address of Crescent’s principal place of business and principal office is 11624 S.E. 5th Street, Suite 200, Bellevue, WA 98005.
Gow, a natural person, is Chief Executive Officer of Polygon Northwest Company, a real estate development company. Gow is the managing member of Crescent. The address of his principal office and principal place of business is 11624 S.E. 5th Street, Suite 200, Bellevue, WA 98005.
Wasson, a natural person, is an investor. The address of his principal office and principal place of business is 916 SW King Avenue, Portland, OR 97205.
The executive officers and persons controlling Crescent are set forth on Exhibit 1, attached hereto and incorporated herein by reference. Exhibit 1 sets forth the following information with respect to each such person:
(i) name;
(ii) business address;
(iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and
(iv) citizenship.
(d)-(e) During the last five years, neither the Reporting Persons nor any person named in Exhibit 1 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Gow and Wasson are citizens of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
The shares of Common Stock owned by Crescent were acquired by Crescent using its working capital and through a customary margin account maintained for Crescent with Salomon Smith Barney, which may extend credit to Crescent as and when required to open or carry positions in the margin account, subject to applicable federal margin regulations, stock exchange rules and Salomon Smith Barney’s credit policies. The shares held in the margin account are pledged as collateral security for the repayment of the debit balances in the account. A copy of

the form of Salomon Smith Barney’s account agreement is incorporated herein by reference to Exhibit 2 to the Reporting Persons’ initial Schedule 13D, filed with the Securities and Exchange Commission on January 22, 2004.
The shares of Common Stock owned by Wasson were acquired by Wasson using his personal funds.
The Reporting Persons anticipate that the proposed transaction described in Item 4 below will be funded through working capital of Crescent, funds received from other investors as described in Item 6 and the issuance of trust preferred securities.
Item 4.	Purpose of Transaction
The Reporting Persons acquired the shares of Common Stock reported herein for investment in order to profit from appreciation of the Common Stock.
On February 1, 2006, Crescent delivered a written offer (the “Offer”) to the Issuer’s CEO and CFO pursuant to which a newly-formed acquisition vehicle would acquire for cash all of the outstanding shares of Common Stock of the Issuer that Crescent does not already own (the “Transaction”) at a price of $38.15 per share. A copy of the Offer is attached as Exhibit 3 to this Schedule 13D and incorporated herein by reference. The investors that have already committed to participate with Crescent in the Transaction subject to and on the terms set forth in the Offer, the term sheet outlining certain basic terms of the Transaction (the "Term Sheet") attached hereto as Exhibit 4 and incorporated herein by reference, and the form of financing committment letter (the "Financing Committment Letter) attached hereto as Exhibit 5 and incorporated herein by reference, are set forth on Exhibit 8, attached hereto and incorporated herein by reference.
The Offer is conditioned upon the satisfactory completion of due diligence, customary approvals, including regulatory approvals and the approval of the Issuer’s Board of Directors and shareholders, and completion of definitive agreements. If the Transaction is completed, the Issuer will become a privately-held corporation and it is expected that the membership of the Issuer’s Board of Directors, charter, bylaws, and capitalization will be changed, that the Common Stock will no longer be listed on NASDAQ or any other public securities market, and that the Common Stock will be deregistered under the Securities Exchange Act of 1934, as amended.
At the present time, other than the actions described in the preceding paragraphs, the Reporting Persons have no specific plans or proposals that would relate to or result in any of the actions specified in clauses (a) through (j) of Item 4. However, the Reporting Persons may consider any such plans or proposals in the future, if deemed appropriate.
The information set forth in response to this Item 4 is qualified in its entirety by reference to the Offer, Term Sheet and Financing Commitment Letter in the forms attached hereto.
Item 5.	Interest in Securities of the Issuer
(a) The calculations included herein are based on a total of 2,937,032 shares of Common Stock outstanding as of October 31, 2005, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 14, 2005.
As of the close of business on January 31, 2006, Crescent beneficially owned 269,746 shares of Common Stock, which represent approximately 9.2% of the outstanding Common Stock. Gow does not own any shares of Common Stock directly. As the managing member of Crescent, Gow may be deemed, by the provisions of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended, to be the beneficial owner of the 269,746 shares of Common Stock owned by Crescent. As of the close of business on January 31, 2006, Wasson beneficially owned 100 shares of Common Stock, which represents .00003% of the outstanding Common Stock.

(b) Crescent has sole voting power and power of disposition over the 269,746 shares of Common Stock that it beneficially owns. As the managing member of Crescent, Gow has the authority to exercise such voting power and power of disposition on behalf of Crescent. Wasson has sole voting power and power of disposition over the 100 shares of Common Stock that he beneficially owns. Neither Crescent nor Gow has voting power or power of disposition over the 100 shares of Common Stock owned by Wasson and Crescent and Gow hereby disclaim beneficial ownership of such shares. Mr. Wasson does not have voting power or power of disposition over Crescent’s shares.
(c) None.
(d) None.
(e) Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
See response to Item 4. In addition to the agreements identified in response to Items 3 and 4, the Reporting Persons have entered into the Joint Filing Agreement attached as Exhibit 7.
Item 7.	Material to Be Filed as Exhibits

Exhibit No.		Description
1		Name, business address and present principal occupation of each executive officer or person controlling Crescent Capital VI, L.L.C.
2		Form of Salomon Smith Barney Client Agreement (incorporated herein by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on January 22, 2004)
3		Letter delivered by Crescent Capital to Issuer on February 1, 2006
4		Term Sheet
5		Form of Financing Commitment Letter
7		Joint Filing Agreement dated February 1, 2006
8		List of Investors

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 1, 2006	Crescent Capital VI, L.L.C.

	By:	/s/ Jeffery D. Gow
	Name: Jeffery D. Gow
	Title: Managing Member


	/s/ Jeffery D. Gow
	Jeffrey D. Gow


	/s/ Steve Wasson
	Steve Wasson

EX-1 2 a06-4009_1ex1.htm NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OF EACH EXECUTIVE OFFICER AT CRESCENT CAPITA

Exhibit 1

The name, business address and present principal occupation of each of the executive officers and persons controlling Crescent Capital VI, L.L.C. is set forth below. Each of these persons is a United States citizen.

Name (Business Address)	Position with Reporting Person	Principal Occupation
Jeffery D. Gow (11624 S.E. 5th Street, Suite 200 Bellevue, WA 98005)	Managing member	CEO of Polygon Northwest Company

Steve Wasson (916 SW King Avenue, Portland, OR 97205)	Member	Investor

Gary Young (11624 S.E. 5th Street, Suite 200 Bellevue, WA 98005)	Member	Senior Vice President of Polygon Northwest Company

EX-3 3 a06-4009_1ex3.htm LETTER DELIVERED BY CRESCENT CAPITAL TO ISSUER ON FEBRUARY 1, 2006

Exhibit 3

[LETTERHEAD OF CRESCENT CAPITAL VI, L.L.C.]

11624 SE Fifth Street, Suite 200

Bellevue, Washington 98005

(Tel) 425-586-7700

(Fax) 425-586-7700

February 1, 2006

Board of Directors

FirstBank NW Corp.

1300 16^th Avenue

Clarkston, WA 99403

Attention: Steve R. Cox, Chairman of the Board
Clyde E. Conklin, President and Chief Executive Officer

Dear Mr. Cox and Mr. Conklin:

Crescent Capital VI, L.L.C. (“Crescent”) is pleased to present to the Board of Directors of FirstBank NW Corp. (“FirstBank” or the “Company”) an offer to purchase for cash all of the outstanding shares of common stock of FirstBank for $38.15 per share (the “Transaction”). This price represents a 16.5% premium to FirstBank’s closing stock price on January 31, 2006 of $32.76. We believe that your shareholders will find this all cash proposal compelling and that it offers full and fair value to FirstBank’s shareholders, and includes a significant control premium.

Crescent has obtained commitments to fund over 75% of the Transaction from sophisticated financial investors. These commitments, representing more than $65 million in equity, including an additional investment by Crescent, will, together with trust preferred securities, finance the majority of the Transaction. We are confident that the remaining funds necessary to close the transaction will be committed within a short time frame.

We are prepared to move quickly toward the negotiation and enter into a mutually acceptable definitive agreement with you.

As discussed during our meeting on February 1, 2006, Crescent and its investors are fully committed to maintaining the high level of community involvement and personal service that FirstBank’s customers in rural and small communities have come to expect. We expect to continue to operate all of FirstBank’s branch banks and we value FirstBank employees because of their important personal relationships with FirstBank’s depositors and borrowers. Crescent has every intention of maintaining the sound business practices of FirstBank and broaden the services it provides to depositors and borrowers throughout the communities in which it does business.

We have expended substantial effort in analyzing FirstBank’s publicly available information in developing our offer of $38.15 per share. Once we have the opportunity to conduct due diligence of nonpublic information and to negotiate with representatives of FirstBank, we can confirm the value we ascribe to your company. To that end, we would be prepared to enter into an appropriate confidentiality agreement.

We believe that the Transaction is in the best interest of all constituencies involved, including most notably, FirstBank’s shareholders. Specifically, we believe this transaction and the implementation of our business plan will bring significant benefits, including:

• Providing a full and fair price, which reflects a premium of 16.5% to FirstBank’s January 31, 2006 closing stock price of $32.76 and 21% to the moving 50 day average stock price of $31.49;

• Bringing a management team with years of banking experience, and a long-time commitment to the Pacific Northwest region, with many of us having lived and worked here for all, or significant portions, of our lives;

• Enhancing operating efficiencies to allow FirstBank to build its capital base for the protection of depositors and greater capacity for borrowers;

• Expanding product offerings to provide additional benefits to customers in the operation of their businesses;

• Expanding geographic areas of business to allow for greater diversity of customers and a greater geographic diversity in FirstBank’s market area

• Both should reduce risk in FirstBank’s loan portfolio and reduce economic risk created by localized economic setbacks; and

• Broadening the product offerings for lending in community development and low income housing

• Such enhancements should improve earnings and capital, provide opportunities for growth in FirstBank’s market area and improve the quality of life for local community members.

With our management team, Crescent brings a number of complementary skills as well as financial and operational strengths to the Transaction.

• Extensive “Big Bank” and “Community Bank” Experience: Crescent Capital’s Steven Wasson, who following the Transaction would become the CEO of FirstBank has 30 years of experience in banking, including senior and executive management positions. Most recently Mr. Wasson was Executive Vice President and Manager of Business Banking for U.S.Bank and he has held positions in operations, audit, credit approval, residential lending, agricultural lending, commercial real estate lending, construction lending, small and large business lending in regional banks, and chief credit officer and chief administrative officer of a community bank. During this time in the industry, he created controls to monitor bank performance, marketing efforts to expand and grow lines of business, reduced exposure to businesses and collateral types undergoing severe stress and improved efficiencies to reduce expenses while improving customer service with customer focused service quality initiatives.

• The remainder of the Crescent team has similarly impressive experience with large commercial and community banks. The six most senior members of the team, exclusive of Mr. Wasson, have more than 100 years of banking experience in the areas of finance, lending, operations, and credit risk management. Additionally, a targeted group of highly skilled individuals have been identified to join the Company post-Transaction to implement the operating plan going forward. All of these individuals currently live and work in the Pacific Northwest, including communities where FirstBank today has banking offices.

We are prepared to move quickly:

• Within 60 days of entering into a confidentiality agreement, Crescent and its investors will

• Conduct and complete final due diligence; and

• Negotiate a definitive Transaction agreement

• Closing of a definitive Transaction agreement would be subject only to required regulatory approvals and other provisions typical for a transaction of this nature.

• Crescent would work with FirstBank to gain the support of FirstBank shareholders, with an expectation of strong positive responses from all constituencies.

• We are confident that the Transaction we propose would receive timely regulatory approvals, and meet any guidelines established by state and federal regulators.

• We understand that consummation of the proposed Transaction will require approval of FirstBank’s shareholders, and we are prepared to assist you in those efforts.

Pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended, and as a result of our meeting and this letter, Crescent will be amending its Schedule 13D filing with the Securities and Exchange Commission. Following the filing of the amended Schedule 13D, we anticipate that you may receive inquires from FirstBank’s shareholders or other members of the public regarding the Transaction or Crescent. Please feel free to direct any such inquiries to the following individuals at Cascadia Capital, LLC, which is serving as our financial advisor in connection with the Transaction: David Lender (212-847-7844) or Chin Pak (212-847-7840).

Please note that this proposal is a non-binding statement of intent only, and is subject to the satisfactory completion of due diligence, customary approvals and legal documentation. The rights and obligations of the parties shall only be as set forth in the executed definitive agreements.

We think that you and the other members of FirstBank’s Board will agree that this proposal offers a unique and timely opportunity for FirstBank’s shareholders to realize full value for their shares in a transaction that has minimal execution risk. We request the favor of a formal response to this proposal within a reasonable period of time, which enables us to update our members on our progress. We look forward to hearing from you and welcome the opportunity for further discussion.

Sincerely,

Crescent Capital VI, L.L.C.


Jeff D. Gow
Managing Director

EX-4 4 a06-4009_1ex4.htm TERM SHEET

Exhibit 4

Crescent – FirstBank Term Sheet

The following is intended to summarize certain basic terms of the transaction should such transaction occur. It is not intended to be a definitive list of all requirements of the parties in connection with the financing. Such a commitment, contract or offer is subject to execution and delivery of mutually satisfactory definitive documentation.

Transaction Summary		Purchase 100.0% of the outstanding capital stock of FirstBank NW Corp (“FirstBank”) not currently owned by Crescent Capital, in a deal approved by the board of directors of FirstBank (the “Transaction”) upon the terms set forth in the attached draft offer letter from Crescent Capital (the “Offer Letter”). Crescent Capital and its advisors will act as sole negotiators on behalf of the investors; provided that Crescent Capital will consult with the investors and keep them informed with respect to the negotiations.

Acquisition Structure		The acquisition of all of the stock of FirstBank not already owned by Crescent Capital will be structured through the formation of a new entity that will either own or merge with FirstBank. The investors will invest in such entity that acquires the shares of FirstBank. References to FirstBank after completion of the Transaction as used in this term sheet are intended to refer to the entity that remains after the Transaction whether it is actually FirstBank or a separate entity that acquires the shares of FirstBank.

Funding Commitment		Private investors will provide their individual commitments to fund a Transaction up to a per share acquisition price to be agreed upon with Crescent Capital (the “Maximum Share Price”) by executing the Financing Commitment Letter and a subscription agreement having customary terms for a transaction of this nature.

Sources of Funds		Investors would provide approximately $70 million, based on current share price, anticipated premium and transaction related expenses. Crescent Capital would, in addition to its current equity position in FirstBank, acquire additional stock (“Crescent Capital New Money Investment”) to bring its total investment to $25 to $35 million. The Crescent Capital New Money Investment will be on the same terms as other investors, except for the Additional Incentives described below. The balance of the purchase price would be funded through issuance of debt securities (“Trust Preferred Securities”).

Conditions		Any investor (other than Crescent Capital) whose commitment would cause it to own more than 9.9% of the common stock of FirstBank will have the right to withdraw its commitment to participate in the Transaction if the Office of Thrift Supervision (“OTS”) denies a request from such investor for confirmation that it will be regarded purely as a passive non-controlling investor and not as a Savings and Loan Holding Company. If required, such investor agrees to file a rebuttal of control agreement and negotiate in good faith with the OTS in order to obtain such confirmation of non-control from the OTS. Each investor’s commitment is conditioned upon (i) satisfaction of the conditions of the Offer Letter (including due diligence confirmation that the nonpublic information of FirstBank is consistent with its publicly-available disclosures); and (ii) satisfaction of the conditions set forth in the Financing Commitment Letter. In addition, a investor would not be obligated to consummate the purchase of the Securities if such purchase would result in a violation of such investor’s fund documents; provided that such investor must first identify to Crescent Capital the provisions of the fund documents that would be violated and provide Crescent Capital with a reasonable opportunity to modify the transaction in a manner that would avoid such violation.

Regulatory Approval		The Transaction and terms contained in this term sheet are all subject to OTS and other applicable regulatory approval.

Expenses; Break-up Fee		At the closing of the Transaction, if any, FirstBank would reimburse (i) the investors for all reasonable actual costs and expenses associated with the Transaction up to a maximum of [ ] in the aggregate; and (ii) Crescent Capital for actual costs and expenses incurred during calendar year 2005 in an amount not to exceed an amount disclosed to the investors and actual costs and expenses incurred after December 31, 2005 through closing of the Transaction. In the event that a deal is not consummated, each party to the Transaction would individually bear its costs and expenses associated with the Transaction, including legal representation and any discretionary professionals (e.g., industry consultants, accounting experts, credit experts or due diligence advisors); provided, that in the event that the Transaction does not occur because another buyer acquires a majority of the stock (including the shares of Crescent Capital) of FirstBank at a price greater than the Maximum

Share Price, then:

• Crescent Capital will reimburse the investors for their actual costs and expenses relating to the Transaction up to a maximum of [ ] in the aggregate; and

• if FirstBank has agreed to pay a break-up or similar fee, then, the break-up or similar fee shall be paid to all investors in proportion to their respective commitment to acquire Securities (or in the case of Crescent Capital, its commitment to acquire Securities and its existing ownership of FirstBank stock).

Registration Rights

Following an IPO, if any, investors holding greater than 15% of outstanding FirstBank common stock would each:

• Have up to two customary demand registration rights in the aggregate;

• Be entitled to up to 2 registrations on Form S-3 during any 12-month period (but only if FirstBank is eligible during such period to use Form S-3), if aggregate consideration from an offering is at least $10.0 million; and

• Have customary piggy-back registration rights.

Investors holding greater than 10% of outstanding FirstBank common stock would each

• Have up one customary demand registration right in the aggregate;

• Be entitled to up to 1 registration on Form S-3 during any 12-month period (but only if FirstBank is eligible during such period to use Form S-3), if aggregate consideration from an offering is at least $10.0 million; and

• Have customary piggy-back registration rights.

Investors holding greater than 5% of outstanding FirstBank common stock would each

• Have customary piggy-back registration rights.

FirstBank shall bear customary registration expenses (excluding any underwriting or brokerage commissions of selling shareholders) of all demands, piggybacks and S-3 registrations.

Registration rights will terminate on the earlier to occur of (i) the date that the shareholder owns less than 5% of the outstanding shares; and (ii) three years following the

closing of an IPO.

The registration rights may be transferred upon customary terms, including transfers to constituent partners of shareholders who agree to act through a single representative.

Management Compensation

Upon completion of the Transaction, FirstBank would enter into an option plan (“Option Plan”) for management (excluding the members of Crescent Capital) under which options to acquire up to 8.0% of the equity ownership shares of FirstBank (the “Options”) would be granted over the life of the Option Plan. The identity of recipients and timing of option grants under the Option Plan would be as approved by the FirstBank board of directors.

The Options would be granted with an exercise price at fair market value and vest ratably over a five year term.Vesting of granted Options would accelerate upon a change of control or IPO, which would be defined in the Option Plan.

Additionally, management would receive competitive market salaries and standard cash incentive bonuses.

Certain members of Crescent Capital would be awarded additional incentives (described in terms of percentages of equity on a fully diluted basis after taking into account the full vesting of the Options, the “Additional Incentives”) upon any sale or disposition of all or substantially all of the common stock of FirstBank, including a merger, liquidation or IPO or any other similar liquidity event (an “Exit”). The Additional Incentives will be calculated on a sliding scale on a gross basis after deducting any amounts paid in respect of management Options or equity issued upon exercise thereof but prior to the allocation of the Additional Incentives. The calculation of the Additional Incentives is also based on length of the investment (i.e., when the Exit occurs) and the exit multiple achieved for the investors.

The Additional Incentives would be prorated to the extent fewer than all of the Investors are participating in such Exit. Any transferee, other than a transferee in an Exit, of FirstBank shares will take such shares subject to the award of the Additional Incentives on the terms set forth above. In calculating the Additional Incentives, neither the Options nor Crescent’s stock ownership would pay any portion of the Additional Incentive nor would proceeds payable to the holders thereof be reduced as a result of the Additional Incentives.

EX-5 5 a06-4009_1ex5.htm FORM OF FINANCING COMMITMENT LETTER

Exhibit 5

February 1, 2006

Confidential

Crescent Capital VI, L.L.C.

11624 S.E. 5th Street, Suite 200

Bellevue, WA 98005

Attn: Jeffrey D. Gow

Re: Financing Commitment Letter

Gentlemen:

We understand that Crescent Capital VI, L.L.C., a Washington limited liability company (“Buyer”), is considering the acquisition (the “Acquisition”) of all of the stock not already owned by Buyer (the “FirstBank Stock”) of FirstBank NW Corp, a Washington corporation (“FirstBank”), through a newly formed entity that will either own or merge with FirstBank (the “Acquisition Vehicle”). Buyer is intending to present to FirstBank a letter (the “Offer Letter”) outlining the terms and conditions of the Acquisition. The Acquisition will be accomplished pursuant to a merger agreement or other purchase agreement (which may include a first step tender offer) for the purchase of all of the outstanding shares of FirstBank Stock other than those currently held by Buyer (the “Acquisition Agreement”). We further understand the Acquisition will be completed on terms substantially similar to those set forth on the term sheet attached hereto (the “Term Sheet”). Capitalized terms used herein which are defined in the Term Sheet have the meanings set forth therein, unless otherwise clearly indicated.

Upon the terms and subject to the satisfaction of the conditions set forth in this letter agreement (and subject to rejection of this commitment by the Buyer in its sole discretion), the undersigned hereby commits to invest the amount indicated on the signature page hereof to purchase shares of capital stock of the Acquisition Vehicle (the “Securities”).

The terms and conditions of the undersigned’s commitment are as follows:

1. Payment. The undersigned or one of its affiliates will pay for the Securities in full in cash by wire transfer pursuant to the instructions provided by Buyer.

2. Closing. The closing of the purchase of the Securities will occur on (or immediately before) the closing of the Acquisition.

3. Conditions. The obligation of the undersigned to invest the amount indicated on the signature page hereof is subject to the undersigned’s satisfaction that each of the following conditions precedent and all other conditions set forth in the Term Sheet have been satisfied: (i)

execution and delivery of a merger agreement or other purchase agreement and any other documents in connection therewith mutually acceptable to the parties thereto, incorporating substantially the terms and conditions as outlined in this letter agreement, the Offer Letter and the Term Sheet; (ii) the absence at closing of any legal proceedings seeking to enjoin or prevent the consummation of the transactions contemplated hereby; (iii) the receipt of all applicable governmental, regulatory and other consents and approvals required in connection with the transactions contemplated hereby and (iv) the absence at closing of any material adverse effect since the quarterly period ended September 30, 2005 in the financial condition, business, assets, or results of operations of FirstBank and its subsidiaries, taken as a whole.

4. Termination. Notwithstanding anything herein to the contrary, the undersigned’s commitment to purchase the Securities or any other obligation hereunder shall terminate upon the first to occur of (i) August 1, 2006, if a definitive Acquisition Agreement has not previously been executed by Buyer and FirstBank; (ii) 12 months following the date hereof if required regulatory approval of the Acquisition is not received by such date; and (iii) the Buyer’s decision not to proceed with the Acquisition. At or prior to the closing of the purchase of the Securities, the undersigned will execute a subscription agreement (the “Subscription Agreement”) which will be conditioned on the articles of incorporation of the Acquisition Vehicle or FirstBank, as applicable, after completion of the Acquisition being consistent with the Offer Letter and the Term Sheet provided by Buyer to the undersigned and containing other terms and provisions as are customary and reasonable in such definitive documentation.

5. Certain Representations. The undersigned makes the following representations with respect to the Securities to be issued by the Acquisition Vehicle: (a) it has full power and authority to execute and deliver this letter agreement and to perform its obligations hereunder, (b) it has taken all actions necessary to authorize the execution, delivery and performance of this letter agreement by it, (c) such execution, delivery and performance do not conflict with or violate or otherwise result in any default under its organizational documents and (d) this letter agreement is the valid, legal and binding obligation of the undersigned, in accordance with this letter agreement’s terms.

6. Miscellaneous.

(a) Binding Agreement. This letter agreement constitutes a binding and enforceable obligation of the undersigned and its successors and permitted assigns. The undersigned acknowledges and agrees that the undersigned’s failure to purchase the Securities at the closing would give rise to irreparable harm to Buyer; provided, however, that the undersigned shall not be held in breach of this letter agreement if at closing the undersigned fails to complete the purchase of the Securities solely because (i) other investors that as of the date of this letter agreement have committed to subscribe for 15% or more of the Securities breach their agreement to subscribe for Securities or (ii) Buyer is unable to raise the capital necessary to close the Acquisition.

(b) Assignment. This letter agreement (and the undersigned’s commitments hereunder) shall not be assignable by either Buyer or the undersigned without the consent of the other, provided that Buyer may assign this letter agreement (and the undersigned’s commitments

hereunder) to the Acquisition Vehicle without the undersigned’s consent and the undersigned may assign this letter agreement to a controlled affiliate of the undersigned without Buyer’s consent or any other affiliate of the undersigned with Buyer’s consent (which consent shall not be unreasonably withheld). Except as set forth in the preceding sentence, any purported assignment without the consent of the other party shall be null and void.

(c) Publicity. The undersigned agrees to the disclosure of its name as an investor in the Acquisition Vehicle in (i) Buyer’s amended Schedule 13D to be filed promptly after delivery of the Offer Letter in the form previously reviewed by the undersigned, and (ii) any other filing required to be made with any governmental agency or regulatory body. Buyer agrees not to disclose the undersigned’s name in a press release or similar disclosure to the news media, unless Buyer has given the undersigned not less than 48 hours to review and approve such disclosure (which approval shall not be unreasonably withheld or delayed).

(d) Amendment; Waiver. This letter agreement may not be amended or waived except by an instrument in writing signed by the undersigned and Buyer.

(e) Severability. If any provision of this letter agreement is held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire letter agreement. Such provision shall be deemed to be modified to the extent necessary to render this letter agreement legal, valid and enforceable.

(f) Attorneys’ Fees. In the event of any arbitration, lawsuit or other proceeding by any party arising under or out of, in connection with or in respect of, this letter agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses incurred in such action, and it shall be the opinion of the determining court as to which or whether any party was actually the prevailing party in any such action. Attorneys’ fees incurred in enforcing any judgment in respect of this letter agreement are recoverable as a separate item. The parties intend that the preceding sentence be severable from the other provisions of this letter agreement, survive any judgment and, to the maximum extent permitted by law, not be deemed merged into such judgment.

(g) Governing Law. This letter agreement shall be governed by the internal laws of the State of Washington. Each of the Buyer and undersigned hereby consents to submit itself to the personal jurisdiction of any federal court located in the State of Washington or any Washington state court in the event any dispute arises out of this letter agreement or any of the transactions contemplated hereby and further waive any rights they may have (and agree not) to assert that they are not subject to the jurisdiction of such courts or the doctrine of forum non conveniens, or to object to venue.

(h) Signatures. This letter agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this letter agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

(i) Expenses; Break-Up Fee. Except as may be otherwise provided in the Term Sheet, the undersigned will pay for its own expenses incurred in connection with the Transaction. In the event that the Transaction does not occur because another buyer acquires all of the stock (including the shares of Crescent Capital) of FirstBank and FirstBank has agreed to pay a break-up or similar fee to Crescent Capital, then, such break-up or similar fee shall be paid to all investors who executed a Financing Commitment Letter in proportion to their respective commitment to acquire Securities (or in the case of Crescent Capital, its commitment to acquire Securities and its existing ownership of FirstBank stock).

[The remainder of this page intentionally left blank.]

This agreement may be accepted by you at any time prior to 5:00 p.m. , February , 2006. If not accepted by such time it shall expire.

Sincerely,

Signature:
	Name:
	Title:

Total Committed Investment: $

Acknowledged and Accepted this day of , 2006.

Crescent Capital VI, L.L.C.

By:
	Name:
	Title:

EX-7 6 a06-4009_1ex7.htm JOINT FILING AGREEMENT DATED FEBRUARY 1, 2006

Exhibit 7

JOINT FILING AGREEMENT
Dated as of February 1, 2006

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of Crescent Capital VI, L.L.C., Jeffery D. Gow and Steve Wasson on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, par value $0.01 per share, of FirstBank NW Corp., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 1st day of February 2006.

	Crescent Capital VI, L.L.C.

	By:	/s/ Jeffery D. Gow
	Name: Jeffery D. Gow
	Title: Managing Member

	/s/ Jeffery D. Gow
	Jeffery D. Gow

	/s/ Steve Wasson
	Steve Wasson

EX-8 7 a06-4009_1ex8.htm LIST OF INVESTORS

Exhibit 8

List of Investors

Name	City/State	Committed Amount
		(in thousands)
Names Family Limited Partnership	Fircrest, WA	$	6,000

Kevin Taylor	Bellevue, WA	$	5,000

Tom Ellison	Bellevue, WA	$	5,000

W.K. Paulus	Bow, WA	$	2,500

Stuchell/John Shaw	Everett, WA	$	1,130

Tom Walker	Mountlake Terrace, WA	$	750

Phil MacDonald	Newport Beach, CA	$	1,100

Randy Ottinger	Mercer Island, WA	$	1,000

Jon McCreary	Ephrata, WA	$	1,000

Jeffrey Wright	Bellevue, WA	$	2,020

Charles Billow	Seattle, WA	$	2,000

Hayden Watson	Redmond, OR	$	1,000

John Mackay	Vancouver, B.C.	$	2,000

		$	30,500

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Signatures

Exhibit 3

[LETTERHEAD OF CRESCENT CAPITAL VI, L.L.C.]

Under the Securities Exchange Act of 1934
(Amendment No. 3)*