-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U3RlOOQ4ws0aN0KiCKyehP5FNSyxa71qbeHk7auUVTlGQSS5BPRUP3OttdUzpYXl nfZWHgVyhXMUFFMN71vQCQ== 0001104659-06-010807.txt : 20060221 0001104659-06-010807.hdr.sgml : 20060220 20060221150020 ACCESSION NUMBER: 0001104659-06-010807 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060221 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: 06632688 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 a06-5318_1sc13da.htm AMENDMENT

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

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

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

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

February 17, 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 539,492*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 539,492*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 539,492*

	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) 9.1%**

	14.	Type of Reporting Person (See Instructions) OO

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”) owns 539,492 shares of the Issuer’s Common Stock and Steve Wasson, a member of Crescent, individually owns 200 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 5,916,380 shares of Common Stock outstanding as calculated by taking the total of 2,958,190 shares of Common Stock outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on February 13, 2006, and giving effect to the two-for-one stock split at the close of business on February 9, 2006.

CUSIP No. 33762X106

	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 539,492*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 539,492*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 539,492*

	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) 9.1%**

	14.	Type of Reporting Person (See Instructions) IN

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”) owns 539,492 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 200 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.

CUSIP No. 33762X106

	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 200*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 200*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200*

	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 539,492 shares of the Issuer’s Common Stock and Steve Wasson, a member of Crescent, individually owns 200 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.

Explanatory Note

This Amendment No. 4 to Schedule 13D (“Amendment”) relates to shares of Common Stock, par value $0.01 per share (“Common Stock”), of FirstBank NW Corp., a Washington corporation (the “Issuer”). 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”. This Amendment is filed to amend and supplement the Items set forth below of the Reporting Persons’ Amendment No. 3 to Schedule 13D (“Amendment No. 3”) filed with the Securities and Exchange Commission on February 1, 2006.


Item 3.	Source and Amount of Funds or Other Consideration
	Item 4 is incorporated herein by reference.

Item 4.	Purpose of Transaction
On February 1, 2006, Crescent delivered a written offer (the “Offer”) addressed to the board of directors of the Issuer to acquire for cash all of the outstanding shares of Common Stock of the Issuer that Crescent does not already own at a pre-stock split price of $38.15 per share (the “Transaction”). Exhibit 8 to Amendment No. 3 disclosed that Crescent had commitments totaling $30.5 million, in addition to the $25 million to $35 million that Crescent would commit to the Transaction. On February 17, 2006, Crescent obtained commitments from two financing sources to provide an additional $40.3 million in equity financing, which Crescent believes, when combined with the prior commitments will provide 100% of the equity financing needed to complete the Transaction. The two new commitments are subject to and on the terms set forth in the Offer, the term sheet outlining certain basic terms of the Transaction (the “New Term Sheet”) attached hereto as Exhibit 9 and incorporated herein by reference, the summary of certain terms of the Issuer’s charter documents after the closing of the transaction (the “Post-Closing Charter Summary”) attached hereto as Exhibit 10 and incorporated herein by reference, and the form of financing commitment letter (the “New Financing Commitment Letter”) attached hereto as Exhibit 11 and incorporated herein by reference. On February 21, 2006, Crescent delivered a letter addressed to the board of directors of the Issuer informing the Issuer that Crescent has obtained firm commitments to fund 100% of the equity financing needed to complete the Transaction and that, taking into account the effectiveness of the Issuer’s recent 100% stock split, the as-adjusted price per share of the Offer is $19.075. A copy of the letter is attached hereto as Exhibit 12 and incorporated herein by reference. The complete list of investors that have committed to participate with Crescent in the Transaction, including the two new investors, is set forth on Exhibit 8 attached hereto and incorporated herein by reference. Crescent expects that the investors that previously executed financing commitment letters subject to a term sheet as disclosed in Amendment No. 3 will execute new letters in the form of the New Financing Commitment Letter subject to the terms of the New Term Sheet and the Post-Closing Charter Summary. The information set forth in response to this Item 4 is qualified in its entirety by reference to the Offer, the New Term Sheet, the Post-Closing Charter Summary and the New Financing Commitment Letter in the forms attached hereto, and the other items incorporated in this statement by reference.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 4 is incorporated herein by reference.

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. (incorporated herein by reference to Exhibit 1 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
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 (incorporated herein by reference to Exhibit 3 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
4		Term Sheet (incorporated herein by reference to Exhibit 4 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
5		Form of Financing Commitment Letter (incorporated herein by reference to Exhibit 5 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
7		Joint Filing Agreement dated February 1, 2006 (incorporated herein by reference to Exhibit 7 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
8		List of Investors
9		New Term Sheet
10		Post-Closing Charter Summary
11		New Form of Financing Commitment Letter
12		Letter delivered by Crescent Capital to Issuer on February 21, 2006

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 21, 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-8 2 a06-5318_1ex8.htm OPINION REGARDING TAX MATTERS

Exhibit 8

List of Investors

Name	City/State	Committed Amount

Names Family Limited Partnership	Fircrest, WA	$	6,000,000

Kevin Taylor	Bellevue, WA	$	5,000,000

Tom Ellison	Bellevue, WA	$	5,000,000

W.K. Paulus	Bow, WA	$	2,500,000

Stuchell/John Shaw	Everett, WA	$	1,130,000

Tom Walker	Edmonds, WA	$	750,000

Phil MacDonald	Newport Beach, CA	$	1,100,000

Randy Ottinger	Mercer Island, WA	$	1,000,000

Jon McCreary	Ephrata, WA	$	1,000,000

Jeffrey Wright	Bellevue, WA	$	2,020,000

Charles Billow	Seattle, WA	$	2,000,000

Hayden Watson	Redmond, OR	$	1,000,000

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

NorthWest Investments, Inc.	New York, NY	$	20,165,500

Steamboat LLC	San Francisco, CA	$	20,165,500

		$	70,831,000

EX-9 3 a06-5318_1ex9.htm VOTING TRUST AGREEMENT

Exhibit 9

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 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 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		The Financial Investors and Other Investors (each as defined below) will provide their individual commitments to fund a Transaction by executing the Financing Commitment Letter and a subscription agreement having customary terms for a transaction of this nature.
Sources of Funds		Northwest Investments, Inc. (“Northwest”) and Steamboat LLC (“Steamboat”), private financial investors (together, “Financial Investors”), would each provide approximately $20 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 approximately $25 million to $35 million. Crescent Capital has secured additional committed capital totaling approximately $30 million from other investors (the “Other Investors”). Crescent Capital, together with the Financial Investors and the Other Investors are collectively referred to herein as the “Shareholders.” The Crescent

Capital New Money Investment and the investment made by the Other Investors will be on substantially the same terms as the Financial Investors (except for Northwest’s and Steamboat’s Put Rights). The balance of the purchase price would be funded through the issuance of trust preferred securities.

Conditions

Any Financial Investor whose commitment would cause it to own more than 9.9% of the shares of capital 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 Financial 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 Financial 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. Financial Investors are not obligated to waive any of their respective rights under this Term Sheet or any other Transaction document to obtain such confirmation. In the event a rebuttal of control agreement is not accepted by the OTS, such Financial Investor is not obligated to invest the funds.

Each investor’s commitment is conditioned upon (i) satisfaction of the conditions set forth herein and in the Offer Letter (including due diligence confirmation that the nonpublic information of FirstBank is consistent with its publicly-available disclosures); (ii) the charter of FirstBank being amended to include the provisions identified in the Summary of Terms of Charter After Closing; (iii) satisfaction with pricing, process, and terms of the Transaction; and (iv) satisfaction of the conditions set forth in the Financing Commitment Letter.

In addition, a Financial Investor would not be obligated to consummate the purchase of the Securities if such purchase would result in a violation of such Financial Investor’s fund documents; provided that such Financial 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.

Without limiting the foregoing, a Financial Investor will not be required to provide funding if, in the reasonable judgment of such Financial Investor, the ownership of its interest in FirstBank could result in the Financial Investor (or its direct and indirect interest holders) deriving income classified as “unrelated business taxable income” as defined in section 512 of the Internal Revenue Code of 1986 (the

“Code”) (determined as if the Financial Investor (or each of its direct and indirect interest holders) was an entity exempt from U.S. federal income tax pursuant to section 501 of the Code); provided, however, that Crescent Capital would have a reasonable opportunity to modify the Transaction in a manner that would avoid such tax treatment.

Regulatory Approval

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

Put Right

To assure each of Northwest and Steamboat (each a “Put Party” and collectively, the “Put Parties”) that they will have an opportunity to realize liquidity for their investment, each Put Party shall have the right to put (the “Put Right”) all of its respective FirstBank shares to Crescent Capital. The specific terms of the Put Right will be negotiated as part of the definitive documents. The general terms of the Put Right are as follows:

• Put Right is exercisable beginning 4½ years after the closing of the Transaction and ending 6½ years after the closing of the Transaction. Neither Northwest nor Steamboat may exercise its respective Put Right less than 15 business days after the end of a FirstBank fiscal quarter.

• Each of Northwest’s and Steamboat’s Put Right shall terminate upon the occurrence of any of the following events: (a) FirstBank becomes a publicly-traded company on Nasdaq or a national securities exchange; (b) closing of an arms length sale or merger of FirstBank where the consideration consists substantially of cash and/or freely tradable securities; or (c) Northwest or Steamboat, respectively, votes its shares against or abstain from voting its shares with respect to an arms length merger of FirstBank approved by Crescent Capital where the consideration consists substantially of cash and/or freely tradable securities more than 30 months following the closing of the Transaction, and the requisite stockholder approval is not obtained.

• Crescent Capital will have 12 months following exercise of the Put Right to complete the purchase (the “Put Closing Date”).

• A material breach by Crescent Capital of its obligations under the Put Right will entitle Northwest and/or Steamboat to receive interest on the amount that Northwest and/or Steamboat are entitled to be paid for their respective shares at a rate of 20% per annum.

• Crescent Capital’s put obligation will be secured by

a pledge of all of Crescent Capital’s stock in FirstBank.

Valuation. The purchase price for a Put Party’s shares will be determined in accordance with the following provisions:

• A valuation based on the blended average LTM price-to-earnings multiple and average price-to-book multiple of publicly traded banks with assets from $1.5 billion to $3 billion;

• If a Put Party or Crescent Capital objects to the foregoing valuation, such Put Party or Crescent Capital shall each have the right to demand an appraisal by an independent appraiser valuing FirstBank on a going-concern basis in an arms length transaction between a willing buyer and a willing seller, without any discounts for illiquidity or minority interests.

Expenses; Break-up Fee

At the closing of the Transaction FirstBank would reimburse (i) the Financial Investors, up to a maximum of $450,000 in the aggregate, for all reasonable costs and expenses associated with the Transaction; 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 Financial Investors and actual costs and expenses incurred after December 31, 2005 through closing of the Transaction.

In the event that the Transaction is not consummated, each party to the Transaction documents 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 on terms that the board of directors of FirstBank determines are superior to the Transaction, then:

• Crescent Capital will pay the Financial Investors up to a maximum of $450,000 as reimbursement for their costs and expenses relating to the Transaction; 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).

Monitoring Fee

Upon the closing of the sale of all or substantially all of Northwest’s shares or Steamboat’s shares in FirstBank, as the case may be, FirstBank will pay to Northwest or Steamboat (or, with respect to Steamboat, its manager), as applicable, a monitoring fee, which shall accrue without interest at $100,000 per year, prorated on a per diem basis from the date of Northwest’s or Steamboat’s purchase of its shares in FirstBank through the closing of the sale of all or substantially all of Northwest’s or Steamboat’s shares (as applicable).

Registration Rights

Following an IPO, investors holding greater than 15% of FirstBank common stock (as of a date immediately prior to the IPO) 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.

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 shares of the Shareholder have been registered and sold; and (ii) the date on which all of the Shareholder’s shares can be sold under Rule 144 without volume restrictions.

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

EX-10 4 a06-5318_1ex10.htm MATERIAL CONTRACTS

Exhibit 10

Summary of Terms of Charter After Closing

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.

Description of Securities; Voting Rights; Revised Structure	Shareholders will own common stock of FirstBank after completion of the acquisition of FirstBank (the “Transaction”), provided that prior to completion of the Transaction, Crescent Capital and the Financial Investors (as defined in the Term Sheet) may modify the structure of the Transaction, based on tax, accounting, regulatory, legal and other considerations, so that the Shareholders invest in an entity that acquires the shares of FirstBank. Each Shareholder would invest in the same class of common stock with one vote per share. References to FirstBank after completion of the Transaction as used in this summary 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.

Board Participation	FirstBank would be governed by a 7 member board with 2 seats for Crescent Capital and the remaining seats filled by independent directors (“Outside Directors”). Outside Directors will fill 5 seats, subject to adjustment to 4 or 3 as described below. Outside Directors will be nominated by Shareholders, subject to approval of 66.7% of the Shareholders. Composition of the board and all directors are subject to approval by regulatory governing bodies. A formal board meeting would be held quarterly and as needed. At any time, a special meeting of the board could be called by the request of 2 or more members of the board. Subject to any required regulatory approval, if any investor who owns at least 20% of the shares of FirstBank common stock outstanding wishes to have 1 seat on the board, the board composition would be modified to accommodate such request, provided that the board would at all times be comprised of an odd number of members, Crescent Capital would be entitled to a minimum of 2 seats and there would be a minimum of 3 seats for Outside Directors. Alternatively, any investor who owns at least 20% of the shares of FirstBank common stock outstanding would be entitled to have one board observer in lieu of a seat on the board. Following an IPO, the composition of the Board would be modified (and expanded if necessary to

accommodate directors previously designated by Shareholders) to satisfy applicable regulatory or listing requirements that a majority of directors be Outside Directors. Board members and observers would be entitled to reimbursement for reasonable expenses incurred in connection with attending board meetings or any other activities which are required and/or requested and that involve expenses. Outside Directors would receive appropriate compensation for their services.

Ownership levels initially sufficient for board representation would need to be maintained for automatic renewal of terms. Shareholders falling below the defined thresholds would be allowed to keep their benefits for the remainder of their current term; provided that, if a Shareholder owns less than 5% of the outstanding shares, upon request by a majority of the board, the Shareholder will cause any board nominees to resign. Any Shareholder who sold its position pursuant to the conditions detailed herein would have the right to assign their governance benefits to the buyer.

The governance provisions, board representation, voting and shareholder rights are subject to review and revision as necessary to reduce the risk of Financial Investors and Other Investors being characterized as savings and loan holding companies.

Prohibitions in Charter

FirstBank’s charter after closing of the Transaction will prohibit the following:

• Issuance of new shares of common stock or securities with privileges senior to the common stock (subject to customary carveouts including issuance of equity awards to management, or pursuant to or in connection with equipment leasing, lending, or licensing arrangements, or in compensation for capital raising efforts);

• Sale, merger or liquidation of FirstBank;

• Payment of dividends;

• Engaging in any business other than the types of business conducted by FirstBank as of the date of closing of the Transaction or as contemplated by the business plan submitted to OTS in connection with Crescent Capital’s application to become a thrift holding company;

• Increasing/decreasing the size of the board of directors (with the exception of an investor requesting a seat on the board of directors pursuant to their right as an owner of 20% of the common

equity);

• Entering into transactions with affiliates of FirstBank, except for loans within the ordinary course of business on commercially reasonable terms consistent with OTS regulations with respect to transactions with affiliates, employees or relatives of Crescent Capital or Northwest or Steamboat LLC; provided, however, that this exception shall not apply to either Jeffery D. Gow, Steve Wasson or Gary Young;

• Making changes to the management equity program; or

• Converting FirstBank to a state-chartered bank or taking any other action that would result in an entity other than the OTS being the primary federal governmental agency regulating FirstBank’s business.

FirstBank’s charter can be amended with the consent of 66.7% of the Shareholders (except for amendments that would not require shareholder approval under Washington law), provided that (i) the provision prohibiting a sale, merger or liquidation of FirstBank could be amended by the consent of more than 50% of the Shareholders, (ii) amendments of FirstBank’s charter and bylaws (including increasing the authorized common stock of FirstBank) recommended by the underwriters and approved by the board of directors in preparation for conducting the initial public offering of FirstBank’s shares may be approved by the consent of more than 50% of the Shareholders and (iii) amendments to the Sale Restrictions provisions (described below) can be amended only with the consent of 80% of the Shareholders.

Matters Requiring Board Approval

In addition to any required approval by Shareholders, the following require approval of greater than 66.7% of the board:

• FirstBank’s annual operating plan, including capital expenditures and other project spending;

• Material purchases, acquisitions or investments outside the ordinary course of business;

• Dividends;

• Issuance of equity or debt securities;

• Amendments to FirstBank’s charter, bylaws or registration rights
agreement(s);

• Pledge of any asset to secure debt related obligations (except in the ordinary course of business);

• Material transactions with any directors, officers, employees or associates;

	• Appointment or removal of a Chief Executive Officer; • Reorganization, liquidation, winding up or dissolution of FirstBank; or • Initiation of any significant legal proceedings.

Information Rights	Financial Investors and Other Investors would be granted reasonable access to FirstBank’s corporate offices and key management subject to the pre-approval of the Chief Executive Officer, which approval would not be unreasonably withheld. Financial Investors and Other Investors would have access to the Chief Executive Officer on a quarterly basis. Management would host a conference call after the release of monthly financial and compliance statements. FirstBank would deliver to Financial Investors and Other Investors: • Audited annual and unaudited quarterly and monthly financial statements, including income statement, balance sheet, statement of cash flows and summary standard operating metrics such as ROA and ROE; • 30 days prior to the end of each fiscal year, a comprehensive quarterly operating budget for the upcoming fiscal year; and • Upon reasonable request, but no more than quarterly, and promptly after any changes (other than changes resulting solely from the granting or exercising of options in accordance with the option plan), an up-to-date capitalization table. In addition, FirstBank will deliver to Financial Investors: • Copies of all disclosures provided to holders of trust preferred securities; and • Such other information and access to management as Financial Investors may reasonably request to satisfy their own reporting requirements.

Preemptive Rights	Shareholders would have a right, based on their percentage ownership in FirstBank, to participate in subsequent issuances of equity securities subject to customary exceptions, including management and employee incentive programs.

Lending Practices	It is understood that Mr. Gow, as Non-Executive Chairman, would play an active role in the determination of lending practices, loan sourcing and loan approvals. The board of directors would review the loan portfolio on a quarterly

basis to ensure the adherence to proper loan and regulatory procedures.

All lending practices would occur in arms length transactions and would not include any loans to Mr. Gow, Mr. Wasson or Mr. Young. A 3-person committee, consisting of independent directors, would be set-up at the board level to monitor lending practices with respect to entities or individuals with personal or historical business relations to Crescent Capital and its members.

Sale Restrictions

The charter will prohibit, until the earlier to occur of the Put Closing Date (as defined in the Crescent-FirstBank Term Sheet) and 7½ years following the closing of the Transaction, any Shareholder who owns more than 10% of FirstBank stock from transferring its shares, except: (i) to a controlled affiliate or (ii) pursuant to any sale, merger or other transaction involving FirstBank, provided that the sale, merger or other transaction receives the necessary approval of FirstBank shareholders. Shareholders owning 10% or less of FirstBank stock that want to sell their common stock would be required to first offer their shares for a period of 30 days to the other Shareholders who would have a right of first refusal to purchase their pro rata allocation (as a percentage of shares owned by participating Shareholders) of shares for sale on equal terms, provided that, in the case of clauses (i) and (ii), there will be customary exceptions for intra-family transfers, estate planning and distributions to partners of partnerships or members of limited liability companies. Except as noted below, sales of common stock to persons who are not shareholders at the time of the Transaction would be restricted to qualified institutional buyers (as defined by the Securities Act of 1933, as amended), each of whom must be approved by 66.7% of the non-selling Shareholders, it being understood that such approval would not be unreasonably withheld and such persons must agree to be bound by the provisions set forth herein; provided, however, that Crescent may transfer up to $10 million of securities following the Transaction to one or more investors with the approval of the majority of the remaining shares, it being understood that such approval would not be unreasonably withheld, so long as Crescent’s investment in FirstBank following such sale is not less than the greater of $25 million or 25% of the voting securities in FirstBank. Sales of common stock to persons who are shareholders at the time of the Transaction but own less than 10% of FirstBank stock would be permitted, but such shareholder’s ownership shall not exceed 10%.

All Shareholders will be given tag-along rights with respect

to any transfer of more than 10% of the common stock of FirstBank; provided that such tag-along rights shall be subject to customary exclusions and shall not apply to the Put Rights of Northwest and Steamboat LLC.

All minority shareholders will be subject to drag-along obligations (including a waiver of appraisal or dissenters’ rights) with respect to any sale, merger or other transaction involving FirstBank, provided that (i) the sale, merger or other transaction receives the necessary approval of FirstBank shareholders and (ii) the consideration received in connection with such transaction consists of cash and/or freely tradable securities.

The foregoing restrictions would terminate in the event FirstBank became a publicly-traded company.

Other Rights/Restrictions

Except with respect to Crescent Capital’s pledge of stock to secure a put right, Shareholders would not under any circumstances have the right to pledge their shares as collateral for any obligation or create a lien that might result in a change of ownership without the approval of 66.7% of the other Shareholders (per the Sale Restrictions).

Crescent Capital / Management Equity Incentive Package

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 as outlined below (described in terms of percentages of total equity but excluding equity issued or issuable pursuant to 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”), provided the Financial Investors and Other Investors achieve returns on their invested equity as a result of such Exit event (after deducting any amounts payable to holders of management Options or equity issued upon exercise thereof but prior to the allocation of the Additional Incentives, the “Exit Multiple”) in accordance with the following: (i) if an Exit occurs within the first 3 years:

	Additional Incentives		Exit Multiple
	0.0%		0.00x – 1.99x
	7.0% - 9.99%		2.00x – 3.49x
	10% - 12.49%		3.50x – 3.99x
	12.5%		4.00x and above

	(ii) if an Exit occurs after 3 years:

	Additional Incentives		Exit Multiple
	0.0%		0.00x – 2.99x
	7.5% - 12.49%		3.00x – 4.99x
	12.5%		5.00x and above

	(ii) if an Exit occurs after 6 years:

	Additional Incentives		Exit Multiple
	0.0%		0.00x – 3.74x
	7.5% - 12.49%		3.75x – 5.74x
	12.5%		5.75x and above

	The Additional Incentives would apply to any Exit, including Northwest’s and Steamboat LLC’s exercise of their respective Put Right. The Additional Incentives would be prorated to the extent fewer than all of the Financial Investors or Other 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, (i) vested and outstanding Options would be taken into account in determining the exit multiple actually achieved; (ii) the percentage of equity ownership represented by the Options would not be reduced by any equity issued on account of the Additional Incentive; and (iii) Crescent’s stock ownership would be diluted by 50% of the equity issued on account of any Additional Incentives.

EX-11 5 a06-5318_1ex11.htm STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

Exhibit 11

February 17, 2006

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”), has delivered an offer letter (the “Offer Letter”) addressed to the board of directors of FirstBank NW Corp, a Washington corporation (“FirstBank”), outlining the terms and conditions of a proposed acquisition (the “Acquisition”) of all of the stock of FirstBank not already owned by Buyer, through a newly formed entity that will either own or merge with FirstBank (the “Acquisition Vehicle”). The proposed 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”).

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 (the “Closing”).

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 an Acquisition 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, the Term Sheet and the Summary of Terms of Charter After Closing; (ii) the absence at the 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, (iv) the absence at the 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 and (v) the negotiation and execution of a subscription agreement and a registration rights agreement on customary and reasonable terms consistent with this letter agreement, the Term Sheet and the Summary of Terms of Charter After Closing.

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 16, 2006, if a definitive Acquisition Agreement has not previously been executed by Buyer and FirstBank; (ii) 12 months following the date hereof if any required regulatory approvals of the Acquisition are not received by such date; and (iii) the Buyer’s decision not to proceed with the Acquisition.

5. Certain Representations. Each of Buyer and the undersigned makes the following representations: (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 Buyer or the undersigned, as applicable, in accordance with this letter agreement’s terms.

6. Miscellaneous.

(a) Binding Agreement. This letter agreement will apply to and be binding and enforceable in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. 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 the 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 the 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 to 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 the

parties execute this letter agreement in the form previously reviewed and approved by the undersigned (which approval shall not be unreasonably withheld or delayed), and (ii) any other filing required to be made with any governmental agency or regulatory body; provided that Buyer will use commercially reasonable efforts to provide the undersigned an opportunity, a reasonable amount of time prior to filing, to review and comment on such filing if the filing contains any description or characterization of the undersigned or any of its affiliates (other than simply filing an agreement to which the undersigned is a party required to be filed with a governmental agency or regulatory body). Buyer agrees that, with respect to any public disclosure in a press release or similar disclosure to the news media of the undersigned’s or any of its affiliates’ participation in the Acquisition or any of the transactions contemplated thereby, Buyer shall give the undersigned prior notice thereof to review and approve such disclosure (which approval shall not be unreasonably withheld or delayed) as soon as practicable, but in no event later than 48 hours prior to the disclosure.

(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) Indemnification. In the event that Buyer or the undersigned becomes involved in any capacity in any action, proceeding or investigation brought by or against any person or any governmental or regulatory entity in connection with or as a result of Buyer’s or the undersigned’s actions prior to closing an Acquisition in connection with the agreements set forth in this letter agreement, the Offer Letter, the Term Sheet or the Summary of Terms of Charter After Closing, (i) Buyer agrees to indemnify, defend and hold harmless the undersigned and its officers, directors, employees, agents and representatives (the “Indemnified Parties”) against any and all actual losses, claims, damages or liabilities of any kind whatsoever, including, without limitation, reasonable attorneys’ fees and expenses, but excluding consequential damages, such as lost profits, (x) if and to the extent that any such loss, claim, damage or liability is determined by a court of competent jurisdiction to have arisen from the gross negligence, willful misconduct or bad faith of Buyer or any of its officers, directors, employees, agents and representatives; or (y) arising from or based upon any untrue statement or alleged untrue statement of any material fact contained in any filing made by Buyer with any governmental or regulatory entity (other than information about the undersigned and furnished by the undersigned in writing), or any omission or alleged omission to state in any filing made by Buyer with any governmental or regulatory entity a material fact required to be stated therein or necessary to make statements therein not misleading, or any violation by Buyer of any law, rule or regulation with respect to the transactions referred to herein; and (ii) the undersigned agrees to indemnify, defend and hold harmless Buyer and its Indemnified Parties against any and all losses, claims, damages or liabilities of any kind whatsoever, if and to the extent that any such loss, claim, damage or liability is determined by a court of competent jurisdiction to have arisen from the gross negligence, willful misconduct or bad faith of the undersigned or any of its officers, directors, employees, agents and representatives. This Section 6(e) will continue notwithstanding any termination of this letter agreement.

(f) 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.

(g) 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.

(h) 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.

(i) 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.

(j) 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 Acquisition. In the event that the Acquisition does not occur because another buyer acquires all of the stock (including the shares of Buyer) of FirstBank and FirstBank has agreed to pay a break-up or similar fee to Buyer, 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 Buyer, 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. Pacific Standard Time, February 22, 2006. If not accepted by such time it shall expire.

Sincerely,

Signature:
	Name:
	Title:

Total Committed Investment: $

Acknowledged and Accepted this day of February, 2006.

Crescent Capital VI, L.L.C.

By:
	Name:
	Title:

EX-12 6 a06-5318_1ex12.htm STATEMENTS REGARDING COMPUTATION OF RATIOS

Exhibit 12

[Letterhead of Crescent Capital]

11625 SE Fifth Avenue, Suite 200

Bellevue, Washington 98005

(Tel) (425) 586-7700

(Fax) (425) 688-0500

February 16, 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 Steve and Clyde:

I am pleased to advise you that Crescent Capital VI, L.L.C. (“Crescent”) has now obtained firm commitments to fund 100% of the equity financing needed for our offer to purchase for cash all of the outstanding shares of common stock of FirstBank NW Corp. (“FirstBank”) (the “Offer”). Taking into account the effectiveness of FirstBank’s recent 100% stock dividend, the as-adjusted price per share of the Offer is $19.075 per share.

We continue to 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 over the pre-announcement prices of FirstBank’s shares.

Pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended, and as a result of this letter, Crescent will be amending its Schedule 13D filing with the Securities and Exchange Commission.

We’d be pleased to meet with the board and provide the details about Crescent Capital’s proposed acquisition plan at their earliest convenience.

We look forward to hearing from you and welcome the opportunity for further discussion.

Sincerely,

Crescent Capital VI, L.L.C.

Jeffery D. Gow

Managing Director

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. 4)*

Signatures

Under the Securities Exchange Act of 1934
(Amendment No. 4)*