Edgar Filing: FIRST BANCORP /NC/

t1702238-424b3 - none - 7.7043974s

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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-219026

PROXY STATEMENTPROSPECTUS

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Shareholder of ASB Bancorp, Inc.:

These materials are a proxy statement of ASB Bancorp, Inc. (“ASBB”) and a prospectus of First Bancorp (the “Registrant” or “First Bancorp”). They are furnished to you in connection with the notice of special meeting of ASBB shareholders to be held on September 19, 2017. At the special meeting of ASBB shareholders, you will be asked to vote on the merger of ASBB with and into First Bancorp described in more detail herein and to approve, on a non-binding advisory basis, the compensation that certain executive officers of ASBB will receive in connection with the merger pursuant to existing agreements or arrangements with ASBB.

As of July 19, 2017, the record date for the ASBB shareholders meeting, there were 3,788,025 shares of common stock outstanding and entitled to vote at that meeting. Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of ASBB common stock. Approval of the merger-related compensation proposal requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. You will also be asked to vote on a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement, which proposal will be approved if the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal.

Subject to the election procedures described in this document, in connection with the merger if approved and consummated, holders of ASBB common stock will be entitled to receive, in exchange for each share of ASBB common stock, consideration equal to (i) 1.44 shares of First Bancorp common stock, or (ii) $41.90 in cash, without interest, or (iii) a combination of (i) and (ii); provided, that the total merger consideration will be prorated as necessary to ensure that 10% of the total outstanding shares of ASBB common stock will be exchanged for cash and 90% of the total outstanding shares of ASBB common stock will be exchanged for shares of First Bancorp common stock; provided further, that the number of shares of First Bancorp common stock to be issued may not exceed 19.9% of the number of shares of First Bancorp common stock outstanding immediately before the effective time of the merger, and to the extent the total number of shares of First Bancorp common stock would exceed 19.9%, the foregoing proration of the total merger consideration will be appropriately adjusted.

As a result, a maximum of 4,909,280 shares of First Bancorp common stock will be issued to ASBB shareholders if the merger is approved and consummated. This document is a First Bancorp prospectus with respect to the offering and issuance of such shares of First Bancorp common stock.

In addition, at the effective time of the merger, any unvested options to purchase shares of ASBB common stock will accelerate under applicable change in control provisions in the ASB Bancorp, Inc. 2012 Equity Incentive Plan and each outstanding and unexercised stock option will be cancelled in exchange for the right to receive a single lump sum cash payment equal to the product obtained by multiplying (i) the number of shares of ASBB common stock subject to such option, by (ii) $41.90 less the exercise price per share of such option, less any applicable withholding taxes.

The accompanying materials contain information regarding the proposed merger and the companies participating in the merger, and the Agreement and Plan of Merger and Reorganization pursuant to which the merger will be consummated if approved. We encourage you to read the entire document carefully, including “Risk Factors” section beginning on page 24 for a discussion of the risks related to the proposed merger.

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation (the “FDIC”), nor any state securities commission or any other bank regulatory agency has approved or disapproved of the securities to be issued in the merger or passed upon the accuracy or adequacy of the disclosures in this document. Any representation to the contrary is a criminal offense. Shares of common stock of First Bancorp are not savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the FDIC or any other governmental agency.

The date of these materials is July 28, 2017, and they are expected to be first mailed to
ASBB shareholders on or about August 4, 2017.

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WHERE YOU CAN FIND MORE INFORMATION

Both First Bancorp and ASBB are subject to the information requirements of the Securities Exchange Act of 1934, as amended, which means that they are both required to file certain reports, proxy statements, and other business and financial information with the Securities and Exchange Commission (“SEC”). You may read and copy any materials that either First Bancorp or ASBB files with the SEC at the Public Reference Room of the SEC at 100 F Street N.E., Washington, D.C. 20549. You may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at http://www.sec.gov where you can access reports, proxy, information and registration statements, and other information regarding registrants that file electronically with the SEC. Such filings are also available free of charge at First Bancorp’s website at http://investor.localfirstbank.com under the “SEC Filings” link or from ASBB’s website at http://ir.ashevillesavingsbank.com under the “SEC Filings” heading. Except as specifically incorporated by reference into this document, information on those websites or filed with the SEC is not part of this document.

First Bancorp has filed a registration statement on Form S-4 of which this document forms a part. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits, at the addresses set forth below. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This document incorporates by reference documents that First Bancorp and ASBB have previously filed, and that they may file through the date of the special meeting of ASBB shareholders, with the SEC. They contain important business information about the companies and their financial condition. For further information, please see the section entitled “Incorporation of Certain Documents by Reference” on page 83. These documents are available without charge to you upon written or oral request to the applicable company’s principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below.

First Bancorp
300 SW Broad Street
Southern Pines, North Carolina 28387
Attention: Investor Relations
(910) 246-2500

ASB Bancorp, Inc.
11 Church Street
Asheville, North Carolina 28801
Attn: Investor Relations
(828) 254-7411

To obtain timely delivery of these documents, you must request the information no later than September 12, 2017 in order to receive them before ASBB’s special meeting of shareholders.

First Bancorp common stock is traded on The NASDAQ Global Select Market under the ticker symbol “FBNC”, and ASBB common stock is traded on The NASDAQ Global Market under the ticker symbol “ASBB.”

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ASB BANCORP, INC.

11 Church Street
Asheville, North Carolina 28801
(828) 254-7411

Notice of Special Meeting of Shareholders
To Be Held On September 19, 2017

NOTICE is hereby given that a Special Meeting of Shareholders of ASB Bancorp, Inc. will be held as follows:

	Place:			The Collider 1 Haywood Street, 4th Floor Asheville, North Carolina 28801
	Date:			September 19, 2017
	Time:			10:30 A.M.

The purposes of the meeting are:

To consider and vote on the Agreement and Plan of Merger and Reorganization, under which ASBB will merge with and into First Bancorp, as more particularly described in the accompanying materials;

To cast a non-binding advisory vote to approve the compensation that certain executive officers of ASBB will receive under existing agreements or arrangements with ASBB in connection with the merger; and

To consider and vote upon a proposal to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement.

If ASBB shareholders approve the merger agreement, ASBB will be merged with and into First Bancorp. Unless adjusted pursuant to the terms of the merger agreement, ASBB shareholders may elect to receive shares of First Bancorp common stock or cash (or a combination of both stock and cash) in exchange for each of their shares of ASBB common stock in the merger on the following basis:

(i)

1.44 shares of First Bancorp common stock for each share of ASBB common stock; or

(ii)

$41.90 in cash, without interest, for each share of ASBB common stock; or

(iii)

a combination of (i) and (ii).

provided, that the total merger consideration will be prorated as necessary to ensure that 10% of the total outstanding shares of ASBB common stock will be exchanged for cash and 90% of the total outstanding shares of ASBB common stock will be exchanged for shares of First Bancorp common stock; provided further, that the number of shares of First Bancorp common stock to be issued may not exceed 19.9% of the number of shares of First Bancorp common stock outstanding immediately before the effective time of the merger, and to the extent the total number of shares of First Bancorp common stock would exceed 19.9%, the foregoing proration of the total merger consideration will be appropriately adjusted. If the aggregate cash elections are greater than the cash election maximum, all such cash elections will be subject to proration, and, if the aggregate stock elections are greater than the stock election maximum, all such stock elections will be subject to proration, all as more fully explained under the heading “Proposal No. 1 — The Merger – The Merger Consideration” (page 54).

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Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of ASBB common stock entitled to vote at the special meeting. Approval of the merger-related compensation proposal requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. Approval of the adjournment proposal requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. Abstentions from voting and broker non-votes will be included in determining whether a quorum is present and will have the effect of a vote against the merger agreement.

Only shareholders of record of ASBB common stock at the close of business on July 19, 2017 will be entitled to vote at the special meeting or any adjournments thereof. ASBB’s Board of Directors has adopted a resolution approving the merger and the merger agreement and unanimously recommends that you vote “FOR” the proposal to approve the merger agreement, “FOR” the merger-related compensation proposal, and “FOR” the adjournment proposal.

Business and financial information about ASBB is available without charge to you upon written or oral request made to Kirby A. Tyndall, Chief Financial Officer, ASB Bancorp, Inc., 11 Church Street, Asheville, North Carolina 28801, telephone number (828) 254-7411. To obtain delivery of such business and financial information before the special meeting, your request must be received no later than September 12, 2017.

YOUR VOTE IS VERY IMPORTANT. You can vote your shares over the Internet or by telephone. If you requested or received a paper proxy card or voting instruction form by mail, you may also vote by signing, dating and returning your proxy card or voting instruction form. If you are the record holder of the shares, you may change your vote by: (i) if you voted over the Internet or by telephone, voting again over the Internet or by telephone by the applicable deadline described herein; (ii) if you previously completed and returned a proxy card, submitting a new proxy card with a later date and returning it to ASBB prior to the vote at the special meeting; (iii) submitting timely written notice of revocation to our Corporate Secretary, at ASB Bancorp, Inc., 11 Church Street, Asheville, North Carolina 28801, at any time prior to the vote at the special meeting; or (iv) attending the special meeting in person and voting your shares at the special meeting. If your shares are held in street name, you may change your vote by submitting new voting instructions to your brokerage firm, bank or other similar entity or, if you have obtained a legal proxy from your brokerage firm, bank, or other similar entity giving you the right to vote your shares, you may change your vote by attending the special meeting and voting in person. If you own shares of ASBB common stock indirectly through the Asheville Savings Bank Employee Stock Ownership Plan, the Asheville Savings Bank Retirement Savings Plan, or the ASB Bancorp, Inc. 2012 Equity Incentive Plan, you should contact the plan trustees to change your vote or revoke your proxy.

				By Order of the Board of Directors,

				Suzanne S. DeFerie President and Chief Executive Officer
	July 28, 2017 Asheville, North Carolina

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	QUESTIONS AND ANSWERS ABOUT THE MERGER					1
	SUMMARY					5
	The Companies					5
	The Merger Agreement					6
	Market Price and Dividend Information					8
	Differences in Legal Rights between Shareholders of ASBB and First Bancorp					9
	Interests of Directors and Officers of ASBB and Asheville Savings Bank in the Merger					10
	No Dissenters’ Rights in the Merger					10
	Special Meeting of ASBB Shareholders					11
	SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF FIRST BANCORP					13
	SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF ASBB					15
	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS					17
	COMPARATIVE PER COMMON SHARE DATA					23
	RISK FACTORS					24
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					28
	THE SPECIAL MEETING OF ASBB SHAREHOLDERS					30
	PROPOSAL NO. 1 — THE MERGER					33
	Background of the Merger					33
	ASBB’s Reasons for the Merger and Recommendation of the ASBB Board of Directors					37
	Opinion of ASBB’s Financial Advisor					40
	Certain First Bancorp and ASBB Unaudited Prospective Financial Information					52
	The Merger Consideration					54
	The Merger Agreement					55
	Interests of Directors and Officers of ASBB and Asheville Savings Bank in the Merger					63
	Merger-Related Compensation for ASBB’s Named Executive Officers					68
	Differences in Legal Rights between Shareholders of ASBB and First Bancorp					69
	Dividends					73
	Accounting Treatment					73
	Regulatory Approvals					73
	No Dissenters’ Rights in the Merger					73
	Material U.S. Federal Income Tax Consequences and Opinion of Tax Counsel					74
	The Merger					74
	Consequences to First Bancorp and ASBB					75
	Consequences to Shareholders					75
	PROPOSAL NO. 2 — ADVISORY VOTE ON MERGER-RELATED COMPENSATION					78
	PROPOSAL NO. 3 — ADJOURNMENT OF THE SPECIAL MEETING					78
	OTHER MATTERS					78
	INFORMATION ABOUT FIRST BANCORP					79
	General					79
	Securities					79
	INFORMATION ABOUT ASB BANCORP, INC.					80
	INTERESTS OF CERTAIN PERSONS IN THE MERGER					81

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	Beneficial Ownership of ASBB Common Stock					81
	LEGAL MATTERS					83
	EXPERTS					83
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					83
	Appendix A — Agreement and Plan of Merger and Reorganization					A-1
	Appendix B — Employment Agreement by and among First Bancorp, First Bank and Suzanne S. DeFerie					B-1
	Appendix C — Opinion of Keefe, Bruyette & Woods, Inc.					C-1

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following are some questions that you may have about the merger and the ASBB special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this document because the information in this section does not provide all of the information that might be important to you with respect to the merger and the ASBB special meeting. Additional important information is also contained in the documents incorporated by reference into this document. See “Where You Can Find More Information” and “Incorporation of Certain Documents By Reference” on page 83.

What am I being asked to approve?

You are being asked to (i) approve the merger agreement between ASBB and First Bancorp, pursuant to which ASBB will be merged with and into First Bancorp, (ii) approve, on a non-binding advisory basis, the compensation that certain executive officers of ASBB will receive in connection with the merger pursuant to existing agreements or arrangements with ASBB, and (iii) approve a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement.

How does the ASBB Board of Directors recommend that I vote at the special meeting?

The ASBB Board of Directors has unanimously approved the merger agreement and recommends voting “FOR” approval of the merger agreement, “FOR” approval of the merger-related compensation proposal, and “FOR” approval of the adjournment proposal.

When and where is the special meeting?

The special meeting will be held at The Collider, 1 Haywood Street, 4th Floor, Asheville, North Carolina 28801, on September 19, 2017, at 10:30 a.m., local time.

What constitutes a quorum for the special meeting?

The presence at the special meeting, in person or by proxy, of holders representing at least a majority of the issued and outstanding shares of ASBB common stock entitled to be voted at the special meeting will constitute a quorum for the transaction of business at the special meeting. Once a share is represented for any purpose at the special meeting, it is deemed present for quorum purposes for the remainder of the special meeting and for any adjournment(s) thereof. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

A “broker non-vote” occurs when a broker or other nominee who holds shares for another does not vote on a particular matter because the broker or other nominee does not have discretionary authority on that matter and has not received instructions from the owner of the shares.

What is the vote required to approve each proposal at the special meeting?

Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of ASBB common stock. Your failure to vote your shares (including your failure to instruct your broker to vote your shares) or your abstaining from voting will have the same effect as a vote “AGAINST” the merger agreement.

Approval of the merger-related compensation proposal requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. Approval of the adjournment proposal requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. Your failure to vote your shares (including your failure to instruct your broker to vote your shares) or your abstaining from voting will have no effect on the merger-related compensation proposal or the adjournment proposal.

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Why is my vote important?

If you do not vote, it will be more difficult to obtain the necessary quorum to hold the special meeting. In addition, your failure to submit a proxy or vote in person, or failure to instruct your broker how to vote, or abstention with respect to the merger agreement will have the same effect as a vote “AGAINST” approval of the merger agreement. The ASBB Board of Directors has unanimously approved the merger agreement and unanimously recommends that ASBB shareholders vote “FOR” the approval of the merger agreement.

What will I receive in the merger?

You will receive (i) 1.44 shares of First Bancorp common stock or (ii) $41.90 in cash, without interest, or (iii) a combination of (i) and (ii), for each share of ASBB common stock; provided, that the total merger consideration will be prorated as necessary to ensure that 10% of the total outstanding shares of ASBB common stock will be exchanged for cash and 90% of the total outstanding shares of ASBB common stock will be exchanged for shares of First Bancorp common stock; provided further, that the number of shares of First Bancorp common stock to be issued may not exceed 19.9% of the number of shares of First Bancorp common stock outstanding immediately before the effective time of the merger, and to the extent the total number of shares of First Bancorp common stock would exceed 19.9%, the foregoing proration of the total merger consideration will be appropriately adjusted.

In addition, at the effective time of the merger any unvested options to purchase shares of ASBB common stock will accelerate under applicable change in control provisions in the ASB Bancorp, Inc. 2012 Equity Incentive Plan and each outstanding and unexercised stock option will be cancelled in exchange for the right to receive a single lump sum cash payment equal to the product obtained by multiplying (i) the number of shares of ASBB common stock subject to such option, by (ii) $41.90 less the exercise price per share of such option, less any applicable withholding taxes.

First Bancorp will not issue fractional shares in the merger. Instead, you will receive a cash payment, without interest, for the value of any fraction of a share of First Bancorp common stock that you would otherwise be entitled to receive in an amount equal to such fractional part of a share of First Bancorp common stock multiplied by the average price of First Bancorp common stock on The NASDAQ Global Select Market during the 20 consecutive trading days ending on the trading day immediately prior to the later of (i) the effective date of the last required consent of any regulatory authority having authority over and approving or exempting the merger and (ii) the date of the receipt of the approval of the ASBB shareholders to the merger.

To review what you will receive in the merger in greater detail, see “Proposal No. 1 — The Merger — The Merger Consideration” beginning on page 54.

How can I elect stock, cash or a combination of both stock and cash?

You may indicate a preference to receive First Bancorp common stock, cash or a combination of both in the merger by completing an election form that will be sent to you as soon as practicable. The total merger consideration will be prorated as necessary to ensure that 10% of the total outstanding shares of ASBB common stock will be exchanged for cash and 90% of the total outstanding shares of ASBB common stock will be exchanged for shares of First Bancorp common stock; provided, that the number of shares of First Bancorp common stock to be issued may not exceed 19.9% of the number of shares of First Bancorp common stock outstanding immediately before the effective time of the merger, and to the extent the total number of shares of First Bancorp common stock would exceed 19.9%, the foregoing proration of the total merger consideration will be appropriately adjusted. Accordingly, if the aggregate cash elections are greater than the cash election maximum, each cash election will be reduced pro rata based on the amount by which the aggregate cash elections exceed the cash election maximum. Alternatively, if the aggregate stock elections are greater than the stock election maximum, each stock election will be reduced pro rata based on the amount by which the aggregate stock elections exceed the stock election maximum.

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If you do not make an election by 4:00 P.M. local time on September 18, 2017, First Bancorp will have the authority to determine the type of consideration to be exchanged for such non-election shares. ASBB’s Board of Directors makes no recommendation as to whether you should choose First Bancorp common stock or cash or a combination of both for your shares of ASBB common stock. You should consult with your own financial advisor on that decision.

When is the merger expected to be completed?

We plan to complete the merger during the fourth quarter of 2017, subject to receipt of all required regulatory approvals.

What should I do now?

After you have carefully read this document, vote by proxy over the Internet, by telephone or by mail. If you hold shares of ASBB common stock in more than one account, you must vote all shares over the Internet, by telephone or by mail. If you vote over the internet or by telephone, you do not need to return any documents through the mail.

If you vote using one of the methods described below, you will be designating the persons named in the enclosed proxy card as your proxies to vote your shares as you instruct. If you vote without giving specific voting instructions, these individuals will vote your shares by following the recommendations of the ASBB Board of Directors. If any other business properly comes before the special meeting, these individuals will vote on those matters in their discretion.

Registered Holder: You do not have to attend the special meeting to vote. The ASBB Board of Directors is soliciting proxies so that you can vote before the special meeting. Even if you currently plan to attend the special meeting, we recommend that you vote by proxy before the special meeting so that your vote will be counted if you later decide not to attend. However, if you attend the special meeting and vote your shares by ballot, your vote at the special meeting will revoke any vote you submitted previously by proxy. If you are the record holder of your shares, there are three ways you can vote by proxy:

•

By Internet: You may vote over the Internet by going to http://www.investorvote.com/asbb and following the instructions when prompted;

•

By Telephone: You may vote by telephone by calling toll free 1-800-652-VOTE (8683); or

•

By Mail: You may vote by completing, signing, dating and returning the enclosed proxy card.

Street Holder: If your shares are held in street name, you may vote your shares before the special meeting by mail, by completing, signing, and returning the voting instruction form you received from your brokerage firm, bank or other similar entity. You should check your voting instruction form to see if any alternative method, such as Internet or telephone voting, is available to you.

Participants in the ESOP, 401(k) Plan or 2012 Equity Incentive Plan: If you own shares of ASBB common stock indirectly through the Asheville Savings Bank Employee Stock Ownership Plan (“ESOP”), the Asheville Savings Bank Retirement Savings Plan (“401(k) Plan”), or the ASB Bancorp, Inc. 2012 Equity Incentive Plan, you may vote your shares before the special meeting by mail, by completing, signing, and returning the voting instruction form you received for each plan that reflects all shares you may direct the trustees to vote on your behalf under the plan. You should check your voting instruction form to see if any alternative method, such as Internet or telephone voting, is available to you.

Can I change my vote?

Yes. If you are the record holder of ASBB common stock, you may change your vote by: (i) if you voted over the Internet or by telephone, voting again over the Internet or by telephone by the applicable deadline described herein; (ii) if you previously completed and returned a proxy card, submitting a new proxy card with a later date and returning it to ASBB prior to the vote at the special meeting; (iii) submitting timely written notice of revocation to our Corporate Secretary, at ASB Bancorp, Inc., 11 Church Street, Asheville, North Carolina 28801, at any time prior to the vote at the

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special meeting; or (iv) attending the special meeting in person and voting your shares at the special meeting. Attendance at the ASBB special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by ASBB after the vote will not affect the vote.

If you hold your shares of ASBB common stock in “street name” through a bank or broker, you should contact your bank or broker to change your vote or revoke your proxy. If you own shares of ASBB common stock indirectly through the ESOP, the 401(k) Plan, or the ASB Bancorp, Inc. 2012 Equity Incentive Plan, you should contact the plan trustees to change your vote or revoke your proxy.

What information should I consider?

We encourage you to read carefully this entire document and the documents incorporated by reference herein. Among other disclosures, you should review the factors considered by ASBB’s Board of Directors discussed in “Proposal No. 1 — The Merger — Background of the Merger” beginning on page 33 and “Proposal No. 1 — The Merger — ASBB’s Reasons for the Merger and Recommendation of the ASBB Board of Directors” beginning on page 37.

What are the tax consequences of the merger to me?

We expect that the exchange of shares of ASBB common stock for First Bancorp common stock by ASBB shareholders generally will be tax-free to you for federal income tax purposes. However, you will have to pay taxes at either capital gains or ordinary income rates, depending upon individual circumstances, on any cash received in exchange for your shares of ASBB common stock, including cash received in lieu of fractional shares of First Bancorp common stock. To review the tax consequences to ASBB shareholders in greater detail, see “Proposal No. 1 — The Merger — Material U.S. Federal Income Tax Consequences and Opinion of Tax Counsel” beginning on page 74. Your tax consequences will depend on your personal situation. You should consult your tax adviser for a full understanding of the tax consequences of the merger to you.

Are ASBB shareholders entitled to any appraisal rights or dissenters’ rights?

No, ASBB shareholders are not entitled to any appraisal rights or dissenters’ rights. For further information, see “Proposal No. 1 — The Merger — No Dissenters’ Rights in the Merger” beginning on page 73.

Should I send in my stock certificates now?

No. After the merger is completed, you will receive written instructions from First Bancorp for exchanging your ASBB common stock certificates for shares of First Bancorp common stock and/or cash.

Whom should I call with questions?

You should call Kirby A. Tyndall, Chief Financial Officer, ASB Bancorp, Inc., at 828-254-7411, or ASBB’s proxy solicitor, Regan & Associates, Inc., 505 Eighth Avenue, Suite 800, New York, NY 10018, or 800-737-3426.

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SUMMARY

This summary highlights material information from these materials regarding the proposed merger. For a more complete description of the terms of the proposed merger, you should carefully read this entire document and the documents incorporated by reference into this document. The Agreement and Plan of Merger and Reorganization, which is the legal document that governs the proposed merger, is attached as Appendix A to these materials. In addition, the sections entitled “Where You Can Find More Information,” in the forepart of this document and “Incorporation of Certain Documents By Reference” on page 83, contain references to additional sources of information about First Bancorp and ASBB.

The Companies (see page 79 for First Bancorp and page 80 for ASBB)

First Bancorp
300 SW Broad Street
Southern Pines, North Carolina 28387
(910) 246-2500

First Bancorp is the fifth largest bank holding company headquartered in North Carolina. At March 31, 2017, First Bancorp had total consolidated assets of $4.4 billion, total loans of $3.3 billion, total deposits of $3.6 billion and shareholders’ equity of $489 million. First Bancorp conducts substantially all of its operations through its wholly-owned North Carolina bank subsidiary, First Bank, which as of March 31, 2017, operated 95 branches covering a geographical area from Florence, South Carolina to the southeast, to Wilmington, North Carolina to the east, to Kill Devil Hills, North Carolina to the northeast, to Mayodan, North Carolina to the north, and to Asheville, North Carolina to the west.

First Bank engages in a full range of banking activities, with the acceptance of deposits and the making of loans being its most basic activities. First Bank offers deposit products such as checking, savings, and money market accounts, as well as time deposits, including various types of certificates of deposits (CDs) and individual retirement accounts (IRAs). First Bank provides loans for a wide range of consumer and commercial purposes, including loans for business, agriculture, real estate, personal uses, home improvement and automobiles. First Bank also offers credit cards, debit cards, letters of credit, safe deposit box rentals and electronic funds transfer services, including wire transfers. In addition, First Bank offers Internet banking, mobile banking, cash management and bank-by-phone capabilities to its customers, and is affiliated with ATM networks that give its customers access to 67,000 ATMs, with no surcharge fee. First Bank also offers a mobile check deposit feature for its mobile banking customers that allows them to securely deposit checks via their smartphone. For its business customers, First Bank offers remote deposit capture, which provides them with a method to electronically transmit checks received from customers into their bank account without having to visit a branch. First Bank is a member of the Certificate of Deposit Account Registry Service, which gives its customers the ability to obtain FDIC insurance on deposits of up to $50 million, while continuing to work directly with their local First Bank branch.

First Bank was organized in 1934 and began banking operations in 1935 as Bank of Montgomery, named after the county in which it originally operated. First Bancorp was incorporated in North Carolina on December 8, 1983, as Montgomery Bancorp, for the purpose of acquiring 100% of the outstanding common stock of Bank of Montgomery through a stock-for-stock exchange. In 1985, Bank of Montgomery changed its name to First Bank, and in 1986, Montgomery Bancorp changed its name to First Bancorp to conform to the name of its banking subsidiary, First Bank.

Until September 2013, First Bank’s main office was situated in Troy, North Carolina, located in the center of Montgomery County. In September 2013, First Bancorp and First Bank moved their main offices approximately 45 miles to Southern Pines, North Carolina. First Bancorp’s and First Bank’s principal executive offices are located at 300 SW Broad Street, Southern Pines, North Carolina 28387, and their telephone number is (910) 246-2500. First Bank’s website is located at http://www.localfirstbank.com. Information on First Bank’s website is not incorporated into this document by reference and is not a part hereof.

For a complete description of First Bancorp’s business, financial condition, results of operations and other important information, please refer to First Bancorp’s filings with the SEC that are incorporated by

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reference into this document, including its Annual Report on Form 10-K for the year ended December 31, 2016 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. For instructions on how to find copies of these documents, see “Where You Can Find More Information.”

ASB Bancorp, Inc.
11 Church Street
Asheville, North Carolina 28801
(828) 254-7411

ASBB is the 18th largest bank holding company headquartered in North Carolina. At March 31, 2017, ASBB had total consolidated assets of $803.5 million, total loans of $605.8 million, total deposits of $682.1 million and shareholders’ equity of $93.7 million. ASBB conducts substantially all of its operations through its wholly-owned North Carolina savings bank subsidiary, Asheville Savings Bank, S.S.B. (“Asheville Savings Bank” or the “Bank”), which as of March 31, 2017, operated 13 branches located in Buncombe, Madison, McDowell, Henderson and Transylvania counties in Western North Carolina.

ASBB was incorporated as a North Carolina corporation in May 2011 to be the holding company for Asheville Savings Bank upon the completion of the Bank’s conversion from the mutual to the stock form of ownership on October 11, 2011. Before the completion of the conversion, ASBB did not engage in any significant activities other than organizational activities. ASBB’s principal business activity is the ownership of the outstanding shares of common stock of Asheville Savings Bank. ASBB does not own or lease any real property, but instead uses the premises, equipment and other property of Asheville Savings Bank, with the payment of appropriate rental fees, as required by applicable laws and regulations, under the terms of an expense allocation agreement entered into with Asheville Savings Bank.

Founded in 1936, Asheville Savings Bank is a North Carolina chartered savings bank, headquartered in Asheville, North Carolina. Asheville Savings Bank operates as a community-oriented financial institution offering traditional financial services to consumers and businesses in its primary market area in Western North Carolina. Asheville Savings Bank attracts deposits from the general public and uses those funds to originate primarily one-to-four family residential mortgage loans and commercial real estate loans, and, to a lesser extent, home equity loans and lines of credit, consumer loans, construction and land development loans, and commercial and industrial loans. Asheville Savings Bank conducts its lending and deposit activities primarily with individuals and small businesses in its primary market area.

For a complete description of ASBB’s business, financial condition, results of operations and other important information, please refer to ASBB’s filings with the SEC that are incorporated by reference in this proxy statement/prospectus, including its Annual Report on Form 10-K for the year ended December 31, 2016 and its quarterly report on Form 10-Q for the quarter ended March 31, 2017. For instructions on how to find copies of these documents, see “Where You Can Find More Information.”

The Merger Agreement (see page 55)

If ASBB shareholders approve the merger agreement, subject to receipt of the required regulatory approvals and satisfaction of the other closing conditions, ASBB will be merged with and into First Bancorp. ASBB shareholders may elect to receive shares of First Bancorp common stock or cash (or a combination of both stock and cash) in exchange for each of their shares of ASBB common stock in the merger on the following basis:

(i)

1.44 shares of First Bancorp common stock for each share of ASBB common stock; or

(ii)

$41.90 in cash, without interest, for each share of ASBB common stock; or

(iii)

a combination of (i) and (ii).

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the number of shares of First Bancorp common stock outstanding immediately before the effective time of the merger, and to the extent the total number of shares of First Bancorp common stock would exceed 19.9%, the foregoing proration of the total merger consideration will be appropriately adjusted.

ASBB shareholders may elect any combination of stock and/or cash for their ASBB shares; however, if the aggregate cash elections are greater than the cash election maximum, all such cash elections will be subject to proration, and, if the aggregate stock elections are greater than the stock election maximum, all such stock elections will be subject to proration.

ASBB shareholders will also receive a cash payment, without interest, for the value of any fraction of a share of First Bancorp common stock that they would otherwise be entitled to receive in an amount equal to such fractional part of a share of First Bancorp common stock multiplied by the average price of First Bancorp common stock on The NASDAQ Global Select Market during the 20 consecutive full trading days ending on the trading day immediately prior to the later of (i) the effective date of the last required consent of any regulatory authority having authority over and approving or exempting the merger and (ii) the date of the receipt of the approval of the ASBB shareholders to the merger.

Following the merger, ASBB’s subsidiary, Asheville Savings Bank, will be merged with and into First Bank, First Bancorp’s wholly-owned North Carolina bank subsidiary, and First Bank will be the surviving bank.

The merger agreement is attached as Appendix A and is incorporated into this proxy statement/prospectus by reference. We encourage you to read the merger agreement carefully as it is the legal document that governs the merger.

ASBB’s Reasons for the Merger and Recommendation of the ASBB Board of Directors (see page 37)

The Board of Directors of ASBB unanimously supports the merger and believes that it is in the best interests of ASBB and its shareholders. The Board of Directors of ASBB believes that the merger will allow ASBB to better serve its customers and markets and that a merger with a financial institution with greater size, expanded product offerings and a more liquid stock would better maximize the long-term value for ASBB shareholders. The Board of Directors believes that the terms of the merger are fair to and in the best interests of ASBB and its shareholders.

Accounting Treatment (see page 73)

The merger will be accounted for as a purchase of a business for financial reporting and accounting purposes under generally accepted accounting principles in the United States.

Conditions, Termination, and Effective Date (see pages 55 and 57)

The merger will not occur unless certain conditions are met, and First Bancorp or ASBB can terminate the merger agreement if specified events occur or fail to occur.

The merger and the bank merger must be approved by the Board of Governors of the Federal Reserve System and the North Carolina Commissioner of Banks. As of the date of this proxy statement/prospectus, First Bancorp has filed the applications and notifications to obtain the required regulatory approvals.

The closing of the merger will not occur until after the merger is approved by the foregoing regulators and by the ASBB shareholders, the other conditions to closing have been satisfied, and the articles of merger are filed as required under North Carolina law.

Material U.S. Federal Income Tax Consequences (see page 74)

ASBB’s shareholders generally will not recognize gain or loss for U.S. federal income tax purposes on shares of First Bancorp common stock received in the merger in exchange for surrendered shares of ASBB common stock. ASBB shareholders will be taxed, however, on any cash consideration they receive in the

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merger, including any cash they receive in lieu of fractional shares of First Bancorp common stock. Tax matters are complicated, and the tax consequences of the merger may vary among ASBB shareholders. We urge each ASBB shareholder to contact his, her or its own tax advisor to fully understand the tax implications of the merger.

Opinion of ASBB’s Financial Advisor (see page 40 and Appendix C)

In connection with the merger, ASBB’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated April 30, 2017, to the ASBB Board of Directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of ASBB common stock of the merger consideration in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Appendix C to this document. The opinion was for the information of, and was directed to, the ASBB Board of Directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of ASBB to engage in the merger or enter into the merger agreement or constitute a recommendation to the ASBB Board of Directors in connection with the merger, and it does not constitute a recommendation to any holder of ASBB common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter (including, with respect to holders of ASBB common stock, what election any such shareholder should make with respect to the cash consideration, the stock consideration or any combination thereof).

Market Price and Dividend Information

First Bancorp’s common stock trades on The NASDAQ Global Select Market under the ticker symbol “FBNC”. ASBB’s common stock trades on The NASDAQ Global Market under the ticker symbol “ASBB”. The following table sets forth, for the periods indicated, the high, low and closing sales prices per share of First Bancorp’s and ASBB’s common stock as quoted on NASDAQ. First Bancorp paid quarterly dividends as shown below.

	First Bancorp Common Stock												ASBB Common Stock
	High			Low			Close			Dividend			High			Low			Close			Dividend
2017
Third Quarter (through July 26, 2017)		$	32.99		$	30.45		$	32.07		$	—		$	46.00		$	43.05		$	45.50		$	—
Second Quarter			32.27			27.50			31.26			0.08			44.50			34.15			43.95			—
First Quarter			31.31			26.47			29.29			0.08			37.35			29.14			34.00			—
2016
Fourth Quarter			28.49			19.18			27.14			0.08			29.75			25.75			29.75			—
Third Quarter			20.33			17.42			19.79			0.08			26.45			24.62			26.25			—
Second Quarter			21.94			17.15			17.58			0.08			26.50			24.07			24.53			—
First Quarter			19.59			17.83			18.85			0.08			26.00			24.24			24.24			—
2015
Fourth Quarter			19.92			16.01			18.74			0.08			27.00			24.66			25.96			—
Third Quarter			17.86			16.01			17.00			0.08			25.80			21.67			25.05			—
Second Quarter			17.82			15.18			16.68			0.08			21.99			20.70			21.66			—
First Quarter			18.64			15.00			17.56			0.08			21.42			19.43			20.50			—

The closing sales price of First Bancorp common stock as of May 1, 2017, the last trading day before the merger agreement was announced, was $30.25. The closing sales price of First Bancorp common stock as of July 26, 2017, the most recent date feasible for inclusion in these materials, was $32.07. The closing sales price of ASBB common stock as of May 1, 2017, the last trading day before the merger agreement was announced, was $35.04. The closing sales price of ASBB common stock as of July 26, 2017, the most recent date feasible for inclusion in these materials, was $45.50.

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Because the exchange ratio is fixed and because the market price of First Bancorp common stock is subject to fluctuation, the market value of the shares of First Bancorp common stock that ASBB shareholders may receive in the merger may increase or decrease prior to and following the merger. ASBB shareholders are urged to obtain current market quotations for First Bancorp common stock, which are available at www.nasdaq.com.

The value of one share of ASBB common stock exchanged for cash is fixed at $41.90.

As of July 19, 2017, there were approximately 414 record shareholders of ASBB’s common stock.

First Bancorp intends to continue paying cash dividends, but the amount and frequency of cash dividends, if any, will be determined by First Bancorp’s Board of Directors after consideration of certain non-financial and financial factors including earnings, capital requirements, and the financial condition of First Bancorp, and will depend on cash dividends paid to it by its subsidiary bank. The ability of First Bancorp’s subsidiary bank to pay dividends to it is restricted by certain regulatory requirements.

No cash dividends were declared or paid on ASBB’s common stock in 2015, 2016, or the first quarter of 2017, and ASBB does not currently anticipate that any dividends will be declared or paid on its common stock in the near future.

Differences in Legal Rights between Shareholders of ASBB and First Bancorp (see page 69)

Following the merger, you will no longer be an ASBB shareholder. If you receive shares of First Bancorp common stock in the merger, you will become a First Bancorp shareholder. As such, your rights as a shareholder will no longer be governed by ASBB’s articles of incorporation and bylaws. As a First Bancorp shareholder, your rights as a shareholder will be governed by First Bancorp’s articles of incorporation and bylaws. Your former rights as an ASBB shareholder and your new rights as a First Bancorp shareholder are different in certain ways, including the following:

•

The bylaws of ASBB set forth different requirements for calling special meetings of shareholders than do the bylaws of First Bancorp.

•

The bylaws of ASBB set forth different advance notice requirements for shareholder proposals than do the bylaws of First Bancorp.

•

The bylaws of First Bancorp provide that the number of directors may range between seven to 25 directors while the bylaws of ASBB provide that the number of directors may range between five to 15 directors.

•

The bylaws of ASBB provide for a staggered board of directors, so that approximately one-third of the Board of Directors of ASBB is elected each year at the annual meeting of shareholders. The members of the Board of Directors of First Bancorp are elected annually to serve one-year terms.

•

The articles of incorporation of ASBB set forth different requirements for removal of directors than do the bylaws of First Bancorp.

•

The articles of incorporation of ASBB require supermajority shareholder approval of the holders of common stock for certain business transactions and under certain circumstances, while the articles of incorporation of First Bancorp only provide a supermajority requirement as it pertains to certain voting rights of holders of preferred stock.

•

The articles of incorporation and bylaws of ASBB require supermajority shareholder approval of the holders of common stock for certain amendments to ASBB’s articles and bylaws, while the articles of incorporation of First Bancorp do not have any supermajority requirements for amendments to First Bancorp’s articles or bylaws.

•

The articles of incorporation of First Bancorp allow holders of First Bancorp common stock to choose to elect directors by cumulative voting. The articles of incorporation of ASBB do not provide for cumulative voting in the election of directors.

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Interests of Directors and Officers of ASBB and Asheville Savings Bank in the Merger (see page 63)

The directors and officers of ASBB have interests in the merger in addition to their interests as shareholders generally, including the following:

•

At the effective time of the merger, any unvested options to purchase shares of ASBB common stock will accelerate under applicable change in control provisions in the ASB Bancorp, Inc. 2012 Equity Incentive Plan, and each outstanding and unexercised stock option will be cancelled in exchange for the right to receive a single lump sum cash payment equal to the product obtained by multiplying (i) the number of shares of ASBB common stock subject to such option, by (ii) $41.90 less the exercise price per share of such option, less any applicable withholding taxes.

•

At the effective time of the merger, vesting of restricted stock awards previously granted to directors and executives will accelerate under applicable change in control provisions in the ASB Bancorp, Inc. 2012 Equity Incentive Plan.

•

Following the closing of the merger, Ms. Suzanne S. DeFerie, President and Chief Executive Officer of ASBB and Asheville Savings Bank, will be employed with First Bancorp and First Bank as the Regional President – Asheville Region pursuant to an employment agreement.

•

Following the closing of the merger, Ms. DeFerie and one additional representative of the ASBB Board of Directors, as identified by First Bancorp, will be appointed to the Boards of Directors of First Bancorp and First Bank.

•

ASBB and Asheville Savings Bank previously entered into employment agreements with its named executive officers, which entitle each of them to certain payments and benefits upon a qualifying termination in connection with a change in control such as the merger.

•

First Bancorp will indemnify and provide liability insurance to the present directors and officers of ASBB and Asheville Savings Bank for a period of six years following the closing of the merger with respect to acts or omissions occurring prior to merger.

Subject to the assumptions and limitations discussed in this section and in the proxy statement/prospectus under the section “Interests of Directors and Officers of ASBB and Asheville Savings Bank in the Merger — Merger-Related Compensation for ASBB’s Named Executive Officers,” and assuming the effective time of the merger were to occur on September 30, 2017 and a per share price of ASBB common stock of $41.26, the average closing price per share over the first five business days following the announcement of the merger agreement, the aggregate value of the benefits and amounts that will be received by ASBB’s directors and executive officers as a consequence of the merger is up to approximately $7.0 million. Of this amount, each of ASBB’s executive officers would be entitled to receive the following approximate amounts: Ms. DeFerie — $2,702,347; Mr. Tyndall — $1,543,864; Mr. Kozak — $1,548,218; and Ms. Bailey — $1,177,189. For a more complete description of these interests, see the section of this proxy statement/prospectus entitled “Compensation Arrangements for ASBB Executive Officers in Connection with the Merger” beginning on page 63.

No Dissenters’ Rights in the Merger (see page 73)

ASBB shareholders are not entitled to any appraisal or dissenters’ rights under North Carolina law in connection with the merger because ASBB common stock was listed on The NASDAQ Global Market on the record date for the special meeting.

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Special Meeting of ASBB Shareholders (see page 30)

Date, Time, and Place

The special meeting of ASBB shareholders will be held on September 19, 2017, at 10:30 a.m., local time, at The Collider, 1 Haywood Street, 4th Floor, Asheville, North Carolina 28801. At the special meeting, ASBB shareholders will be asked to:

•

approve the merger agreement and the transactions contemplated by the merger agreement, including the merger;

•

approve, on a non-binding advisory basis, the compensation that certain executive officers of ASBB will receive under existing agreements or arrangements with ASBB in connection with the merger; and

•

approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement and the merger.

Record Date and Shares Entitled to Vote

You are entitled to vote at the special meeting of ASBB shareholders if you owned shares of ASBB common stock as of the close of business on July 19, 2017. As of this date, 3,788,025 shares of ASBB common stock were outstanding and entitled to vote at the special meeting.

Support Agreements

As of the record date, directors and executive officers of ASBB and their affiliates beneficially owned and were entitled to vote approximately 600,957 shares of ASBB common stock, representing approximately 15.9% of the shares of ASBB common stock outstanding on that date. All of the directors and executive officers of ASBB have agreed to vote their shares in favor of the merger agreement and not sell or otherwise dispose their shares, except with the prior approval of First Bancorp; provided that such support agreements terminate at the effective time of the merger, in the event that the merger agreement is terminated in accordance with its terms or in the event the ASBB Board of Directors withdraws its recommendation in favor of the merger or approves or recommends an acquisition proposal from another party. One of the support agreements additionally provides for earlier termination upon the approval of the merger agreement at the special meeting.

Solicitation of Proxies

ASBB is soliciting your proxy in conjunction with the merger. ASBB will bear the entire cost of soliciting proxies from you. In addition to solicitation of proxies by mail, ASBB will request that banks, brokers, plan trustees and other record holders send proxies and proxy material to the beneficial owners of ASBB common stock and secure their voting instructions. ASBB will reimburse the record holders for their reasonable expenses in taking those actions. Additionally, directors, officers and other employees of ASBB may solicit proxies personally or by telephone. None of these persons will receive additional compensation for these activities. ASBB has also retained Regan & Associates, Inc. to assist in the solicitation of proxies, which firm will, by agreement, receive compensation of $9,000, plus reimbursement of expenses, for these services.

Vote Required

As of the record date, 3,788,025 shares of ASBB common stock were issued and outstanding, each of which is entitled to one vote per share. ASBB’s articles of incorporation provide that record holders of ASBB common stock, other than the ESOP and other ASBB employee benefit plans, who beneficially own, either directly or indirectly, in excess of 10% of the ASBB’s outstanding shares are not entitled to vote shares held in excess of the 10% limit. Abstentions from voting and broker non-votes will be included in determining whether a quorum is present and will have the effect of a vote against the merger agreement.

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Approval by holders of a majority of the shares of ASBB common stock outstanding on the record date is required to approve the merger agreement. Your failure to vote your shares (including your failure to instruct your broker to vote your shares) or your abstaining from voting will have the same effect as a vote “AGAINST” the merger agreement. The ASBB Board of Directors has unanimously approved the merger agreement and unanimously recommends that ASBB shareholders vote “FOR” the approval of the merger agreement.

As referenced above, all of the directors and executive officers of ASBB have agreed to vote their shares in favor of the merger agreement and not sell or otherwise dispose their shares, except with the prior approval of First Bancorp; provided that such support agreements terminate at the effective time of the merger, in the event that the merger agreement is terminated in accordance with its terms or in the event the ASBB Board of Directors withdraws its recommendation in favor of the merger or approves or recommends an acquisition proposal from another party.

One of the support agreements additionally provides for earlier termination upon the approval of the merger agreement at the special meeting. As of the record date, ASBB’s directors and executive officers owned 600,957 shares, or 15.9%, of outstanding ASBB common stock (excluding shares underlying options).

The approval, on a non-binding advisory basis, of the proposal regarding compensation that certain executive officers of ASBB will receive under existing agreements or arrangements with ASBB in connection with the merger requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. The ASBB Board of Directors unanimously recommends that ASBB shareholders vote “FOR” the approval of the compensation payable under existing agreements that certain of its officers will receive from ASBB in connection with the merger.

Approval of the merger agreement and approval of the compensation payable under existing agreements that certain ASBB officers will receive in connection with the merger are subject to separate votes of the ASBB shareholders, and approval of the compensation is not a condition to completion of the merger.

The approval of the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. The ASBB Board of Directors unanimously recommends that shareholders vote “FOR” this proposal.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF FIRST BANCORP

We are providing the following information to help you analyze the financial aspects of the merger. The following tables set forth summary historical operations and financial condition data and summary performance, asset quality and other information of First Bancorp at and for the periods indicated. You should read this data in conjunction with First Bancorp’s consolidated financial statements and notes thereto incorporated herein by reference from First Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2016 and First Bancorp’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. Financial amounts as of and for the three months ended March 31, 2017 and 2016 are unaudited and are not necessarily indicative of the results of operations for the full year or any other interim period, and management of First Bancorp believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the three months ended March 31, 2017 and 2016 indicate results for any future period. Ratios for the three months ended March 31, 2017 and 2016 have been annualized, where appropriate.

	At and for the Three Months Ended March 31,						At and for the Years Ended December 31,
	2017			2016			2016			2015			2014			2013			2012
	(in thousands, except per share data)
STATEMENTS OF INCOME
Interest income		$	36,468		$	32,063		$	130,987		$	126,655		$	139,832		$	147,511		$	152,520
Interest expense			2,172			1,868			7,607			6,908			8,223			10,985			17,320
Net interest income			34,296			30,195			123,380			119,747			131,609			136,526			135,200
Provision (reversal) for loan losses			723			258			(23)			(780)			10,195			30,616			79,672
Net interest income after provision for loan losses			33,573			29,937			123,403			120,527			121,414			105,910			55,528
Non interest income			9,809			5,002			25,551			18,764			14,368			23,489			1,389
Non interest expense			32,072			24,773			106,821			98,131			97,251			96,619			97,275
Net income before income taxes			11,310			10,166			42,133			41,160			38,531			32,780			(40,358)
Income tax expense (benefit)			3,755			3,329			14,624			14,126			13,535			12,081			(16,952)
Net income			7,555			6,837			27,509			27,034			24,996			20,699			(23,406)
Preferred stock dividends and discount accretion			—			58			175			603			868			895			2,809
Net income available to common shareholders		$	7,555		$	6,779		$	27,334		$	26,431		$	24,128		$	19,804		$	(26,215)
COMMON AND PER SHARE DATA
Net income (loss) per common share:
Basic		$	0.34		$	0.34		$	1.37		$	1.34		$	1.22		$	1.01		$	(1.54)
Diluted			0.34			0.33			1.33			1.30			1.19			0.98			(1.54)
Cash dividends declared per common share			0.08			0.08			0.32			0.32			0.32			0.32			0.32
Stated book value – common			19.85			17.24			17.66			16.96			16.08			15.30			14.51
Tangible book value – common		$	13.53		$	13.75		$	13.85		$	13.56		$	12.63		$	11.81		$	11.00
Outstanding common shares			24,663,241			19,865,779			20,844,505			19,747,509			19,709,881			19,679,659			19,669,302
Weighted average basic common shares			21,983,963			19,783,747			19,964,727			19,767,470			19,699,801			19,675,597			17,049,513
Weighted average diluted common shares			22,064,923			20,553,858			20,732,917			20,499,727			20,434,007			20,404,303			17,049,513
Dividend payout ratio – basic			23.53%			23.53%			23.36%			23.88%			26.23%			31.68%			-20.78%
PERIOD-END BALANCES
Total assets		$	4,441,846		$	3,382,966		$	3,614,862		$	3,362,065		$	3,218,383		$	3,185,070		$	3,244,910
Investment securities – carrying value			347,997			395,625			329,042			320,224			336,705			223,142			223,416
Total loans			3,289,355			2,539,353			2,710,712			2,518,926			2,396,174			2,463,194			2,376,457
Deposits			3,629,170			2,826,821			2,947,353			2,811,285			2,695,906			2,751,019			2,821,360
Borrowings			290,403			186,394			271,394			186,394			116,394			46,394			46,394
Shareholders’ equity			489,461			349,832			368,101			342,190			387,699			371,922			356,117

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	At and for the Three Months Ended March 31,						At and for the Years Ended December 31,
	2017			2016			2016			2015			2014			2013			2012
	(in thousands, except per share data)
AVERAGE BALANCES
Total assets		$	3,856,589		$	3,332,492		$	3,422,267		$	3,230,302		$	3,219,915		$	3,208,458		$	3,311,289
Interest-earning assets			3,478,525			3,028,775			3,108,918			2,936,624			2,907,098			2,805,112			2,857,541
Investment securities – carrying value			339,305			336,216			348,069			348,630			221,732			229,969			217,689
Total loans			2,903,279			2,528,317			2,603,327			2,434,602			2,434,331			2,419,679			2,436,997
Deposits			3,152,778			2,775,391			2,827,513			2,687,381			2,723,758			2,779,032			2,809,357
Borrowings			244,864			186,394			209,659			149,792			99,380			46,394			119,541
Shareholders’ equity			426,842			349,484			360,715			376,287			383,055			362,770			345,981
SELECT PERFORMANCE RATIOS
Return on average assets			0.79%			0.82%			0.80%			0.82%			0.75%			0.62%			-0.79%
Return on average common equity			7.18%			7.97%			7.73%			8.04%			7.73%			6.78%			-9.29%
Net interest margin – tax-equivalent			4.07%			4.07%			4.03%			4.13%			4.58%			4.92%			4.78%
CAPITAL RATIOS
Shareholders’ equity as a percentage of assets			11.02%			10.34%			10.18%			10.18%			12.05%			11.68%			10.97%
Tangible common equity to tangible assets			7.79%			8.24%			8.16%			8.13%			7.90%			7.46%			6.81%
Common equity Tier 1 to Tier 1 risk weighted assets			10.33%			11.35%			10.92%			11.22%			n/a			n/a			n/a
Tier 1 risk-based capital			11.85%			13.40%			12.49%			13.30%			16.35%			15.53%			15.41%
Total risk-based capital			12.56%			14.45%			13.36%			14.45%			17.60%			16.79%			16.67%
Tier 1 leverage			11.05%			10.40%			10.17%			10.38%			11.61%			11.18%			10.24%
ASSET QUALITY INFORMATION
Nonperforming assets – Total		$	60,032		$	82,261		$	59,138		$	89,293		$	114,011		$	152,588		$	202,351
Nonperforming assets – Non-covered			60,032			71,563			59,138			77,193			95,330			81,965			106,105
Nonperforming assets to total assets			1.35%			2.43%			1.64%			2.66%			3.54%			4.79%			6.24%
Nonperforming assets to total assets – non-covered			1.35%			2.18%			1.64%			2.37%			3.09%			2.78%			3.64%
Net loan charge-offs to average total loans			0.13%			0.35%			0.14%			0.46%			0.74%			1.18%			3.06%
Net loan charge-offs to average total loans – non-covered			0.13%			0.52%			0.14%			0.58%			0.65%			0.72%			3.02%
Allowance for loan losses to total loans			0.72%			1.05%			0.88%			1.13%			1.70%			1.97%			1.95%
Allowance for loan losses to total loans – non-covered			0.72%			1.03%			0.88%			1.11%			1.69%			1.96%			1.99%
OTHER DATA
Number of full-service branches			95			88			88			88			87			96			97
Number of full-time equivalent employees			1,009			814			827			812			798			864			831

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF ASBB

We are providing the following information to help you analyze the financial aspects of the merger. The following tables set forth summary historical operations and financial condition data and summary performance, asset quality and other information of ASBB at and for the periods indicated. You should read this data in conjunction with ASBB’s Consolidated Financial Statements and notes thereto incorporated herein by reference from ASBB’s Annual Report on Form 10-K for the year ended December 31, 2016 and ASBB’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. Financial amounts as of and for the three months ended March 31, 2017 and 2016 are unaudited and are not necessarily indicative of the results of operations for the full year or any other interim period, and management of ASBB believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the three months ended March 31, 2017 and 2016 indicate results for any future period. Ratios for the three months ended March 31, 2017 and 2016 have been annualized, where appropriate.

	At and for the Three Months Ended March 31,						At and for the Years Ended December 31,
	2017			2016			2016			2015			2014			2013			2012
	(in thousands, except per share data)
STATEMENTS OF INCOME
Interest income		$	6,923		$	6,677		$	27,348		$	25,435		$	23,502		$	22,952		$	24,992
Interest expense			816			844			3,444			3,485			3,536			4,194			6,492
Net interest income			6,107			5,833			23,904			21,950			19,966			18,758			18,500
Provision (reversal) for loan losses			57			399			548			361			(998)			(681)			1,700
Net interest income after provision for loan losses			6,050			5,434			23,356			21,589			20,964			19,439			16,800
Noninterest income			1,946			2,049			8,756			7,509			6,333			8,034			9,456
Noninterest expense			5,588			5,761			30,450			23,540			23,548			25,394			25,092
Net income before income taxes			2,408			1,722			1,662			5,558			3,749			2,079			1,164
Income tax expense (benefit)			574			601			444			1,983			1,260			625			302
Net income			1,834			1,121			1,218			3,575			2,489			1,454			862
COMMON AND PER SHARE DATA
Net income per common share:
Basic		$	0.53		$	0.31		$	0.35		$	0.92		$	0.60		$	0.31		$	0.17
Diluted			0.50			0.30			0.33			0.89			0.59			0.31			0.17
Cash dividends declared per common share			—			—			—			—			—			—			—
Stated book value – common			24.75			23.10			24.06			22.50			21.56			20.06			19.97
Tangible book value – common		$	24.75		$	23.10		$	24.06		$	22.50		$	21.56		$	20.06		$	19.97
Outstanding common shares			3,788,025			3,985,475			3,788,025			3,985,475			4,378,411			5,040,057			5,584,551
Weighted average basic common shares			3,452,400			3,578,367			3,505,387			3,884,691			4,150,706			4,691,470			5,160,830
Weighted average diluted common shares			3,697,194			3,720,127			3,659,575			4,004,385			4,197,689			4,698,997			5,160,830
Dividend payout ratio – basic			0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			0.00%
PERIOD-END BALANCES
Total assets		$	803,499		$	783,523		$	795,823		$	782,853		$	760,040		$	733,026		$	749,345
Investment securities – carrying value			101,106			122,374			103,581			141,364			145,461			189,570			243,385
Total loans			605,826			595,832			603,582			576,087			521,820			449,234			387,721
Deposits			682,069			628,415			647,623			630,904			603,379			572,786			578,299
Borrowings			20,000			50,000			50,000			50,000			50,000			50,000			50,000
Shareholders’ equity			93,740			92,064			91,137			89,682			94,397			101,088			111,529
AVERAGE BALANCES
Total assets		$	799,954		$	776,623		$	790,831		$	781,974		$	747,491		$	751,406		$	781,633
Interest-earning assets			759,148			746,263			755,451			746,531			708,733			706,496			749,024
Investment securities – carrying value			102,438			125,753			115,392			137,424			156,062			231,396			269,252
Total loans			611,614			593,341			601,654			557,221			476,782			421,415			418,569
Deposits			655,719			622,630			636,800			621,741			588,511			582,858			595,183
Borrowings			44,444			50,000			50,000			50,000			50,000			50,000			59,208
Shareholders’ equity			92,821			91,414			92,102			96,308			98,981			105,941			116,208

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	At and for the Three Months Ended March 31,						At and for the Years Ended December 31,
	2017			2016			2016			2015			2014			2013			2012
	(in thousands, except per share data)
SELECT PERFORMANCE RATIOS
Return on average assets			0.93%			0.58%			0.15%			0.46%			0.33%			0.19%			0.11%
Return on average common equity			8.01%			4.93%			1.32%			3.71%			2.51%			1.37%			0.74%
Net interest margin – tax-equivalent			3.33%			3.21%			3.23%			3.00%			2.87%			2.72%			2.50%
CAPITAL RATIOS
Shareholders’ equity as a percentage of assets			11.67%			11.75%			11.45%			11.46%			12.42%			13.79%			14.88%
Tangible common equity to tangible assets			11.67%			11.75%			11.45%			11.46%			12.42%			13.79%			14.88%
Common equity Tier 1 to Tier 1 risk weighted assets			15.97%			16.65%			15.54%			16.66%			n/a			n/a			n/a
Tier 1 risk-based capital			15.97%			16.65%			15.54%			16.66%			19.83%			24.14%			27.72%
Total risk-based capital			17.07%			17.81%			16.63%			17.77%			21.01%			25.39%			28.98%
Tier 1 leverage			11.89%			12.33%			11.58%			11.87%			13.17%			14.35%			14.69%
ASSET QUALITY INFORMATION
Nonperforming assets		$	10,268		$	12,472		$	10,814		$	12,813		$	16,345		$	20,727		$	25,683
Nonperforming assets to total assets			1.28%			1.59%			1.36%			1.64%			2.15%			2.83%			3.43%
Net loan charge-offs to average total loans			0.02%			-0.02%			0.05%			0.00%			0.08%			0.12%			0.91%
Allowance for loan losses to total loans			1.08%			1.13%			1.08%			1.09%			1.14%			1.63%			2.20%
OTHER DATA
Number of full-service branches			13			13			13			13			13			13			13
Number of full-time equivalent employees			153			153			155			152			160			173			168

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information and explanatory notes show the impact on the historical financial positions and results of operations of First Bancorp and ASBB and have been prepared to illustrate the effects of the merger involving First Bancorp and ASBB under the acquisition method of accounting with First Bancorp treated as the acquirer. Under the acquisition method of accounting, the assets and liabilities of ASBB, as of the effective date of the merger, will be recorded by First Bancorp at their respective fair values and the excess of the merger consideration over the fair value of ASBB’s net assets will be allocated to goodwill. The unaudited pro forma condensed combined income statements for the fiscal year ended December 31, 2016 and the three months ended March 31, 2017 are presented as if the merger had occurred on January 1, 2016. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the income statements only, expected to have a continuing impact on consolidated results of operations.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined company had the companies actually been combined at the beginning of the periods presented. The adjustments included in these unaudited pro forma condensed combined financial statements are preliminary and may be revised. The unaudited pro forma condensed combined financial information also does not consider any potential impacts of potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors.

As explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the pro forma allocation of purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed.

The unaudited pro forma condensed combined financial information is provided for informational purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed combined financial information and related adjustments required management to make certain assumptions and estimates.

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2017

	First Bancorp			ASBB		Pro Forma Adjustments		Notes	Pro Forma Combined
	($ in thousands)
ASSETS
Cash & due from banks, noninterest-bearing		$	81,514		10,742		—			92,256
Due from banks, interest-bearing			323,646		49,709		(35,050)	1		338,305
Total cash and cash equivalents			405,160		60,451		(35,050)			430,561
Securities available for sale			214,743		97,463		—			312,206
Securities held to maturity			133,254		3,643		195	2		137,092
Loans and leases held for sale			11,661		4,238		—			15,899
Loans			3,289,355		605,826		(5,300)	3		3,889,881
Allowance for loan losses			(23,546)		(6,573)		6,573	4		(23,546)
Net loans			3,265,809		599,253		1,273			3,866,335
Premises and equipment			97,142		10,997		8,624	5		116,763
Other real estate			12,789		5,055		(1,800)	6		16,044
Goodwill			142,872		—		68,140	7		211,012
Other intangible assets			12,811		—		9,200	8		22,011
Bank-owned life insurance			86,923		10,271		—			97,194
Other			58,682		12,128		—			70,810
Total assets		$	4,441,846		803,499		50,582			5,295,927
LIABILITIES
Deposits: Demand – noninterest-bearing		$	958,175		133,201		—			1,091,376
Interest-bearing			2,670,995		548,868		(1,280)	9		3,218,583
Total deposits			3,629,170		682,069		(1,280)			4,309,959
Borrowings			236,752		20,708		394	10		257,854
Subordinated notes and debentures			53,651		—		—			53,651
Other liabilities			32,812		6,982		6,791	11		46,585
Total liabilities			3,952,385		709,759		5,905			4,668,049
SHAREHOLDERS’ EQUITY
Common stock			262,180		38		143,754	12		405,972
Additional paid-in-capital			—		19,976		(19,976)	13		—
Retained earnings			231,503		79,140		(84,515)	14		226,128
Stock in directors’ rabbi trust assumed in acquisition			(7,688)		(2,015)		—			(9,703)
Directors’ deferred fee obligation			7,688		2,015		—			9,703
Unearned Employee Stock Ownership Plan (ESOP) shares			—		(2,747)		2,747	15		—
Unearned equity incentive plan shares			—		(661)		661	16		—
Stock-based deferral plan shares			—		(380)		380	16		—
Accumulated other comprehensive income			(4,222)		(1,626)		1,626	16		(4,222)
Total shareholders’ equity			489,461		93,740		44,677			627,878
Total liabilities and shareholders’ equity		$	4,441,846		803,499		50,582			5,295,927

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Unaudited Pro Forma Condensed Combined Statement of Income
For the Three Months Ended March 31, 2017

	First Bancorp			ASBB			Pro Forma Adjustments			Notes	First Bancorp and ASBB — Pro Forma Combined
	($ in thousands, except per share data)
Interest income
Interest and fees on loans		$	33,703		$	6,294		$	—			$	39,997
Interest on investment securities			2,267			520			(8)	17		$	2,779
Other, principally overnight investments			498			109			(191)	18			416
Total interest income			36,468			6,923			(199)				43,192
Interest expense
Savings, checking and money market accounts			522			144			—				666
Time deposits			880			246			44	19			1,170
Borrowings			770			426			(48)	20			1,148
Total interest expense			2,172			816			(4)				2,984
Net interest income			34,296			6,107			(195)				40,208
Provision for loan losses			723			57			—				780
Net interest income after provision (reversal) for loan losses			33,573			6,050			(195)				39,428
Noninterest income
Service charges on deposit accounts			2,614			478			—				3,092
Other charges, commissions and fees			3,173			785			—				3,958
Mortgage banking income			768			493			—				1,261
Commissions from sales of insurance and financial products			840			60			—				900
SBA consulting fees			1,260			—							1,260
SBA loan sale gains			622			—							622
Bank-owned life insurance income			508			87			—				595
Securities gains (losses)			(235)			27			—				(208)
Foreclosed property gains (losses)			25			16			—				41
Other gain (losses)			234			—			—				234
Total noninterest income			9,809			1,946			—				11,755
Noninterest expenses
Salaries and employee benefits			17,671			3,231			—				20,902
Occupancy and equipment expense			3,242			430			—				3,672
Merger and acquisition expense			2,373			—			—				2,373
Intangibles amortization			576			—			418	21			994
Other			8,210			1,927			—				10,137
Total noninterest expenses			32,072			5,588			418				38,078
Income before income taxes			11,310			2,408			(613)				13,105
Income taxes			3,755			574			(227)				4,102
Net income			7,555			1,834			(386)				9,003
Preferred stock dividends			—			—			—				—
Net income available to common shareholders		$	7,555		$	1,834		$	(386)			$	9,003
Basic earnings per share		$	0.34		$	0.53						$	0.33
Diluted earnings per share		$	0.34		$	0.50						$	0.33
Weighted average common shares – basic			21,983,963			3,452,400			1,456,880	22			26,893,243
Weighted average common shares – diluted			22,064,923			3,697,194			1,212,086	22			26,974,203

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Unaudited Pro Forma Condensed Combined Statement of Income
For the Year Ended December 31, 2016

	First Bancorp			ASBB			Pro Forma Adjustments			Notes	First Bancorp and ASBB — Pro Forma Combined
	($ in thousands, except per share data)
Interest income
Interest and fees on loans		$	121,322		$	24,769		$	—