-----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, JMA32kR5A6uXc9Q3BAWdrzaPDEclx/Z/H3dbirFhGvw648wBFihCUxTVQSW1DN9A zKl2sK6b4NkfMKpIgGew6w== 0001193125-11-025860.txt : 20110207 0001193125-11-025860.hdr.sgml : 20110207 20110207163551 ACCESSION NUMBER: 0001193125-11-025860 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110207 DATE AS OF CHANGE: 20110207 GROUP MEMBERS: GEI CAPITAL V, LLC GROUP MEMBERS: GREEN EQUITY INVESTORS SIDE V, L.P. GROUP MEMBERS: GREEN V HOLDINGS, LLC GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE BANCORP CENTRAL INDEX KEY: 0000865911 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 931034484 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81598 FILM NUMBER: 11579008 BUSINESS ADDRESS: STREET 1: 1100 N W WALL ST STREET 2: P O BOX 369 CITY: BEND STATE: OR ZIP: 97709 BUSINESS PHONE: 5413856205 MAIL ADDRESS: STREET 1: 1100 NW WALL STREET STREET 2: P.O. BOX CITY: BEND STATE: OR ZIP: 97709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Green Equity Investors V, L.P. CENTRAL INDEX KEY: 0001449644 IRS NUMBER: 205864271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

 

 

Cascade Bancorp

(Name of Issuer)

 

 

Common Stock, no par value

(Title and Class of Securities)

147154108

(CUSIP Number)

Jennifer Bellah Maguire

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071-3197

(213) 229-7986

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

January 28, 2011

(Date of Event Which Requires Filing of Statement on Schedule 13D)

 

 

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), checking the following box.  ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. 147154108   Schedule 13D   Page 2 of 16 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green Equity Investors V, L.P.

     
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  x        (b)  ¨

 

     
  (3)  

SEC Use Only:

 

     
  (4)  

Source of Funds (See Instructions):

 

    WC

     
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

    ¨
  (6)  

Citizenship or Place of Organization:

 

    Delaware

     

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

    0

     
     (8)   

Shared Voting Power

 

    11,468,750 shares of Common Stock

     
     (9)   

Sole Dispositive Power

 

    0

     
   (10)   

Shared Dispositive Power

 

    11,468,750 shares of Common Stock

     

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    11,468,750 shares of Common Stock

     

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

    ¨

(13)

  

Percent of Class Represented by Amount in Row (11):

 

    24.4% beneficial ownership of the voting stock based on 47,047,403 shares of Common Stock outstanding after consummation of the offering referenced herein

(14)

  

Type of Reporting Person (See Instructions):

 

    PN

     

CUSIP No. 147154108   Schedule 13D   Page 3 of 16 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green Equity Investors Side V, L.P.

     
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  x        (b)  ¨

 

     
  (3)  

SEC Use Only:

 

     
  (4)  

Source of Funds (See Instructions):

 

    WC

     
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

    ¨
  (6)  

Citizenship or Place of Organization:

 

    Delaware

     

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

    0

     
     (8)   

Shared Voting Power

 

    11,468,750 shares of Common Stock

     
     (9)   

Sole Dispositive Power

 

    0

     
   (10)   

Shared Dispositive Power

 

    11,468,750 shares of Common Stock

     

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    11,468,750 shares of Common Stock

     

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

    ¨

(13)

  

Percent of Class Represented by Amount in Row (11):

 

    24.4% beneficial ownership of the voting stock based on 47,047,403 shares of Common Stock outstanding after consummation of the offering referenced herein

(14)

  

Type of Reporting Person (See Instructions):

 

    PN

     

CUSIP No. 147154108   Schedule 13D   Page 4 of 16 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

GEI Capital V, LLC

     
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

     
  (3)  

SEC Use Only:

 

     
  (4)  

Source of Funds (See Instructions):

 

    AF

     
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

    ¨
  (6)  

Citizenship or Place of Organization:

 

    Delaware

     

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

    0

     
     (8)   

Shared Voting Power

 

    11,468,750 shares of Common Stock

     
     (9)   

Sole Dispositive Power

 

    0

     
   (10)   

Shared Dispositive Power

 

    11,468,750 shares of Common Stock

     

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    11,468,750 shares of Common Stock

     

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

    ¨

(13)

  

Percent of Class Represented by Amount in Row (11):

 

    24.4% beneficial ownership of the voting stock based on 47,047,403 shares of Common Stock outstanding after consummation of the offering referenced herein

(14)

  

Type of Reporting Person (See Instructions):

 

    OO (Limited Liability Company)

     

CUSIP No. 147154108   Schedule 13D   Page 5 of 16 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green V Holdings, LLC

     
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

     
  (3)  

SEC Use Only:

 

     
  (4)  

Source of Funds (See Instructions):

 

    AF

     
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

    ¨
  (6)  

Citizenship or Place of Organization:

 

    Delaware

     

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

    0

     
     (8)   

Shared Voting Power

 

    11,468,750 shares of Common Stock

     
     (9)   

Sole Dispositive Power

 

    0

     
   (10)   

Shared Dispositive Power

 

    11,468,750 shares of Common Stock

     

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    11,468,750 shares of Common Stock

     

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

    ¨

(13)

  

Percent of Class Represented by Amount in Row (11):

 

    24.4% beneficial ownership of the voting stock based on 47,047,403 shares of Common Stock outstanding after consummation of the offering referenced herein

(14)

  

Type of Reporting Person (See Instructions):

 

    OO (Limited Liability Company)

     

CUSIP No. 147154108   Schedule 13D   Page 6 of 16 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Leonard Green & Partners, L.P.

     
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

     
  (3)  

SEC Use Only:

 

     
  (4)  

Source of Funds (See Instructions):

 

    AF

     
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

    ¨
  (6)  

Citizenship or Place of Organization:

 

    Delaware

     

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

    0

     
     (8)   

Shared Voting Power

 

    11,468,750 shares of Common Stock

     
     (9)   

Sole Dispositive Power

 

    0

     
   (10)   

Shared Dispositive Power

 

    11,468,750 shares of Common Stock

     

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    11,468,750 shares of Common Stock

     

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

    ¨

(13)

  

Percent of Class Represented by Amount in Row (11):

 

    24.4% beneficial ownership of the voting stock based on 47,047,403 shares of Common Stock outstanding after consummation of the offering referenced herein

(14)

  

Type of Reporting Person (See Instructions):

 

    PN

     

CUSIP No. 147154108   Schedule 13D   Page 7 of 16 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

LGP Management, Inc.

     
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

     
  (3)  

SEC Use Only:

 

     
  (4)  

Source of Funds (See Instructions):

 

    AF

     
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

    ¨
  (6)  

Citizenship or Place of Organization:

 

    Delaware

     

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

    0

     
     (8)   

Shared Voting Power

 

    11,468,750 shares of Common Stock

     
     (9)   

Sole Dispositive Power

 

    0

     
   (10)   

Shared Dispositive Power

 

    11,468,750 shares of Common Stock

     

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    11,468,750 shares of Common Stock

     

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

    ¨

(13)

  

Percent of Class Represented by Amount in Row (11):

 

    24.4% beneficial ownership of the voting stock based on 47,047,403 shares of Common Stock outstanding after consummation of the offering referenced herein

(14)

  

Type of Reporting Person (See Instructions):

 

    CO

     

CUSIP No. 147154108   Schedule 13D   Page 8 of 16 Pages

 

 

ITEM 1. SECURITY AND ISSUER

This Schedule 13D (this “Schedule”) relates to shares (the “Shares”) of Common Stock, no par value per share (the “Common Stock”), of Cascade Bancorp, an Oregon corporation (the “Issuer”).

The address of the Issuer’s principal executive offices is 1100 N.W. Wall Street, Bend, Oregon 97701.

 

ITEM 2. IDENTITY AND BACKGROUND

 

(a)    This Schedule is being filed by Green Equity Investors V, L.P., a Delaware limited partnership (“GEI V”), Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEI Side V,” and, together with GEI V, the “Investors”), GEI Capital V, LLC, a Delaware limited liability company (“Capital”), Green V Holdings, LLC, a Delaware limited liability company (“Holdings”), Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”), and LGP Management, Inc., a Delaware corporation (“LGPM”) (collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, filed herewith as Exhibit 7.1 (the “Joint Filing Agreement”).
   GEI V is the record owner of 8,822,279 shares of Common Stock as of the date of this Schedule. GEI Side V is the record owner of 2,646,471 shares of Common Stock as of the date of this Schedule. GEI V is primarily engaged in the business of investing in securities, and GEI Side V is an affiliated fund of GEI V in the same business. Capital is the general partner of GEI V and GEI Side V. Capital’s principal business is to act as the general partner of GEI V and GEI Side V. Holdings is a limited partner of GEI V and GEI Side V. Holdings’ principal business is to serve as a limited partner of GEI V and GEI Side V. LGP is an affiliate of Capital. LGP’s principal business is to act as the management company of GEI V, GEI Side V and other affiliated funds. LGPM is the general partner of LGP. LGPM’s principal business is to act as the general partner of LGP. Due to their relationships with GEI V and GEI Side V, each of Capital, Holdings, LGP and LGPM may be deemed to have shared voting power with respect to the Common Stock deemed to be beneficially owned by GEI V and GEI Side V. As such, GEI V, GEI Side V, Capital, Holdings, LGP and LGPM may be deemed to have shared beneficial ownership over such Shares of Common Stock. Each of GEI V, GEI Side V, Capital, Holdings, LGP and LGPM, however, disclaims beneficial ownership of such Shares of Common Stock as to which they are not the record owner.
   The names of the directors and executive officers of LGPM are set forth on Schedule 1, which is incorporated herein by reference.

CUSIP No. 147154108   Schedule 13D   Page 9 of 16 Pages

 

  (b) The address of each of the Reporting Persons and each of the directors and executive officers of LGPM is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.

 

  (c) Not applicable to GEI V, GEI Side V, Capital, Holdings, LGP, or LGPM.

The present principal occupation of each of the directors and officers of LGPM is set forth on Schedule 1, which is incorporated herein by reference.

 

  (d) None of the persons referred to in paragraph (a) above has been convicted in a criminal proceeding during the last five years.

 

  (e) None of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws, or finding any violation with respect to such laws during the last five years.

 

  (f) Each of the Reporting Persons is organized under the laws of Delaware. Each of the directors and executive officers of LGPM, other than J. Kristofer Galashan, Michael Kirton, and Todd M. Purdy, is a United States citizen. Each of Messrs. Galashan, Kirton, and Purdy is a Canadian citizen.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As of the date of this Schedule, GEI V held 8,822,279 shares of Common Stock and GEI Side V held 2,646,471 shares of Common Stock, representing an aggregate of 11,468,750 shares of Common Stock, purchased in a single transaction from the Issuer. The aggregate purchase price of the shares purchased by GEI V was $35,289,116, and the aggregate purchase price of the shares purchase by GEI Side V was $10,585,884, representing a total aggregate purchase price of $45,875,000. The purchase of the Shares will be funded through the call of capital contributions from GEI V and GEI Side V’s investors, but for administrative reasons, funds were temporarily advanced through borrowings under GEI V and GEI Side V’s revolving credit facility.

 

ITEM 4. PURPOSE OF TRANSACTION

The Investors and the other Reporting Persons acquired the Common Stock for investment purposes pursuant to a securities purchase agreement entered into by LG C-Co, LLC, an affiliate of the Investors (“LG C-Co”), and the Issuer on November 16, 2010 (the “Purchase Agreement”), filed herewith as Exhibit 7.2, as amended January 27, 2011, which amendment is filed herewith as Exhibit 7.3. Prior to the issuance of the Common Stock by the Issuer, LG C-Co assigned its rights and obligations under the Purchase Agreement, including its right to receive the Shares and its obligation to pay for the Shares, to the Investors, such assignment being made severally except with respect to the right to fill a seat on the Issuer’s board of directors (the “Issuer Board”) and related rights as discussed in the next paragraph and Item 6, pursuant to an assignment and assumption agreement dated as of January 28, 2011 (the “Assignment Agreement”), filed herewith as Exhibit 7.4.

CUSIP No. 147154108   Schedule 13D   Page 10 of 16 Pages

 

LG C-Co assigned its right under the Purchase Agreement to designate a representative to sit on the Issuer Board and related rights solely to GEI V. For further information, see Items 2 and 6 hereof.

Except as disclosed in this Item 4, neither GEI V nor GEI Side V, nor any of the other Reporting Persons, has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to the Investors’ investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserve the right to dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans or proposals in the future depending on market conditions and/or other factors, subject to the passivity commitments described in Item 6 below and applicable regulations governing non-control investments in banks and bank holding companies.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b)

 

Reporting

Persons

  

Number of

Shares With

Sole Voting and

Dispositive

Power

  

Number of

Shares With

Shared Voting

and Dispositive

Power

  

Aggregate

Number of

Shares

Beneficially

Owned

  

Percentage

of Class

Beneficially

Owned

GEI V

   0   11,468,750   11,468,750   24.4%

GEI Side V

   0   11,468,750   11,468,750   24.4%

Other

Reporting Persons

   0   11,468,750   11,468,750   24.4%

 

  (c) The following table sets forth all transactions with respect to shares of Common Stock effected during the past 60 days by any of the Reporting Persons. All such acquisitions were effected in a single transaction as part of the offering described in Item 4.

 

Reporting Person

  

Date of Transaction

  

Number of Shares

Purchased

  

Price per Share

GEI V

   Jan. 28, 2011   8,822,279   $4.00

GEI Side V

   Jan. 28, 2011   2,646,471   $4.00

 

  (d) Not applicable.

 

  (e) Not applicable.

CUSIP No. 147154108   Schedule 13D   Page 11 of 16 Pages

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

On November 16, 2010, the Issuer entered into the Purchase Agreement, agreeing to issue and sell shares of Common Stock to LG C-Co, or its permitted transferees, for an aggregate purchase price of $45,875,000. On January 28, 2011, LG C-Co assigned its rights and obligations under the Purchase Agreement to the Investors. Also on January 28, 2011, the transactions contemplated by the Purchase Agreement closed, and pursuant thereto, GEI V bought 8,822,279 shares of Common Stock for $35,289,116, and GEI Side V bought 2,646,471 shares of Common Stock for $10,585,884 (such purchases, the “Transaction”). Upon consummation of the Transaction, GEI V and GEI Side V directly owned approximately 18.8% and 5.6%, respectively, of the outstanding voting Common Stock.

GEI V is entitled to designate a person for election to the Issuer Board and the board of directors (the “Bank Board”) of Bank of the Cascades, an Oregon chartered stock bank and wholly owned subsidiary of the Issuer (the “Bank”). Accordingly, pursuant to the terms of the Purchase Agreement, Michael J. Connolly of LGP joined the Issuer Board and the Bank Board on January 28, 2011. GEI V is further entitled to have its board designee named to two committees of the Issuer Board and the Bank Board (other than the Audit Committee). Accordingly, Mr. Connolly was named to the Nominating and Governance committees, respectively, of each of the Issuer Board and the Bank Board. The Purchase Agreement also gives GEI V the right to have a representative attend board meetings of each of the Issuer Board and the Bank Board in a non-voting observer capacity. The foregoing rights terminate if GEI V and its affiliates cease to own, in the aggregate, shares acquired in the Transaction constituting at least 5% of all of the shares of Common Stock outstanding as of the consummation of the Transaction.

Pursuant to the Purchase Agreement, the Issuer has agreed not to enter into any poison pill agreement, shareholders’ rights plan, or similar agreements that would limit the rights of the Investors and their Affiliates and associates to hold any shares of Common Stock or acquire additional securities of the Company for so long as the Investors and their Affiliates own, in the aggregate, at least 5% of all of the outstanding shares of Common Stock. Furthermore the Investors are entitled to acquire a proportionate share (equivalent to the then-aggregate holdings of the Issuer’s securities by the Investors expressed as a percentage) of any newly issued securities of the Company for so long as the Investors and their Affiliates own, in the aggregate, at least 5% of all of the then-outstanding shares of Common Stock.

The Investors have certain rights to require the Issuer to register the Common Stock held by the Investors as set forth in a registration rights agreement entered into by the Issuer and the Investors (the “Registration Rights Agreement”) on January 28, 2011, and filed herewith as Exhibit 7.5. The Investors’ rights include customary registration rights, including “shelf” registration rights and “piggyback” registration rights with respect to the Common Stock.

In connection with joining the Issuer Board and the Bank Board, Mr. Connolly entered into an indemnification agreement with each of the Issuer and the Bank (the “Directors and Officers Indemnification Agreements”) in substantially the forms filed herewith as Exhibit 7.6 and 7.7, respectively.

CUSIP No. 147154108   Schedule 13D   Page 12 of 16 Pages

 

In connection with the Purchase Agreement, the Investors and certain of their affiliates made customary passivity commitments to the Board of Governors of the Federal Reserve System to ensure that they will not, among other things, exercise or attempt to exercise a controlling influence over the management or policies of the Issuer or any of its subsidiaries under the Bank Holding Company Act of 1956, as amended.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the amended Purchase Agreement, the Registration Rights Agreement, and the form of Directors and Officers Indemnification Agreement, filed herewith as Exhibits 7.2, 7.3, 7.5, 7.6 and 7.7 respectively, and incorporated herein by reference. Capitalized terms used without definition in this Item 6 have the meanings attributed to them in the foregoing agreements.

None of the Reporting Persons is party to any other contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

7.1    Joint Filing Agreement, dated February 7, 2011.
7.2    Securities Purchase Agreement, dated as of November 16, 2010 (incorporated by reference to Exhibit 10.3 to Cascade Bancorp’s Form 8-K, filed with the Securities and Exchange Commission on November 19, 2010).
7.3    Amendment No. 1 to the Securities Purchase Agreement, dated as of January 27, 2011, between the Issuer and LG C-Co.
7.4    Assignment and Assumption Agreement, dated as of January 28, 2011, between LG C-Co, GEI V, and GEI Side V.
7.5    Registration Rights Agreement, dated as of January 28, 2011, between the Issuer, the Investors, and the other parties thereto (incorporated by reference to Exhibit 10.3 to Cascade Bancorp’s Form 8-K, filed with the Securities and Exchange Commission on January 31, 2011).
7.6    Form of Indemnification Agreement between the Issuer and certain of its directors (incorporated by reference to Exhibit 10.1 to Cascade Bancorp’s Form 8-K, filed with the Securities and Exchange Commission on January 31, 2011).
7.7    Form of Indemnification Agreement between the Bank and certain of its directors (incorporated by reference to Exhibit 10.2 to Cascade Bancorp’s Form 8-K, filed with the Securities and Exchange Commission on January 31, 2011).
7.8    Power of Attorney, dated February 7, 2011.

CUSIP No. 147154108   Schedule 13D   Page 13 of 16 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated as of February 7, 2011

Green Equity Investors V, L.P.
By:   GEI Capital V, LLC, its General Partner
By:  

/s/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary
Green Equity Investors Side V, L.P.
By:   GEI Capital V, LLC, its General Partner
By:  

/s/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary
GEI Capital V, LLC
By:  

/s/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary
Green V Holdings, LLC
By:  

/s/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary
Leonard Green & Partners, L.P.
By:   LGP Management, Inc., its General Partner
By:  

/s/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary

CUSIP No. 147154108   Schedule 13D   Page 14 of 16 Pages

 

LGP Management, Inc.
By:  

/s/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary

CUSIP No. 147154108   Schedule 13D   Page 15 of 16 Pages

 

EXHIBIT INDEX

 

EXHIBIT NO.

  

DESCRIPTION

7.1   Joint Filing Agreement, dated February 7, 2011.
7.2   Securities Purchase Agreement, dated as of November 16, 2010 (incorporated by reference to Exhibit 10.3 to Cascade Bancorp’s Form 8-K, filed with the Securities and Exchange Commission on November 19, 2010).
7.3   Amendment No. 1 to the Securities Purchase Agreement, dated as of January 27, 2011, between the Issuer and LG C-Co.
7.4   Assignment and Assumption Agreement, dated as of January 28, 2011, between LG C-Co, GEI V, and GEI Side V.
7.5   Registration Rights Agreement, dated as of January 28, 2011, between the Issuer, the Investors, and the other parties thereto (incorporated by reference to Exhibit 10.3 to Cascade Bancorp’s Form 8-K, filed with the Securities and Exchange Commission on January 31, 2011).
7.6   Form of Indemnification Agreement between the Issuer and certain of its directors (incorporated by reference to Exhibit 10.1 to Cascade Bancorp’s Form 8-K, filed with the Securities and Exchange Commission on January 31, 2011).
7.7   Form of Indemnification Agreement between the Bank and certain of its directors (incorporated by reference to Exhibit 10.2 to Cascade Bancorp’s Form 8-K, filed with the Securities and Exchange Commission on January 31, 2011).
7.8   Power of Attorney, dated February 7, 2011.

CUSIP No. 147154108   Schedule 13D   Page 16 of 16 Pages

 

SCHEDULE 1

Directors and Executive Officers of LGPM

 

Name

   

Position with LGPM

John G. Danhakl    Director, Executive Vice President and Managing Partner
Peter J. Nolan    Director, Executive Vice President and Managing Partner
Jonathan D. Sokoloff    Director, Executive Vice President and Managing Partner
Michael Gennaro    Chief Operating Officer and Secretary
Cody L. Franklin    Chief Financial Officer and Assistant Secretary
Jonathan A. Seiffer    Senior Vice President
John M. Baumer    Senior Vice President
Timothy J. Flynn    Senior Vice President
James D. Halper    Senior Vice President
Michael J. Connolly    Senior Vice President
Todd M. Purdy   

Senior Vice President

Michael S. Solomon   

Senior Vice President

Usama N. Cortas    Principal
J. Kristofer Galashan    Principal
Alyse M. Wagner    Principal
Lily W. Chang    Vice President
Michael Kirton    Vice President
John Yoon    Vice President
Lance Schumacher    Vice President – Tax
 EX-7.1 2 dex71.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 7.1

Joint Filing Agreement

dated as of February 7, 2011

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date, and any further amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock (“Shares”) of Cascade Bancorp, an Oregon corporation (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time, is filed on behalf of all the undersigned. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, that no party is responsible for the completeness and accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Green Equity Investors V, L.P.
By:   GEI Capital V, LLC, its General Partner
By:  

/S/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary
Green Equity Investors Side V, L.P.
By:   GEI Capital V, LLC, its General Partner
By:  

/S/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary
GEI Capital V, LLC
By:  

/S/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary

Green V Holdings, LLC
By:  

/S/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary
Leonard Green & Partners, L.P.
By:   LGP Management, Inc., its General Partner
By:  

/S/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary
LGP Management, Inc.
By:  

/S/ MICHAEL GENNARO

Name:   Michael Gennaro
Title:   Chief Operating Officer and Secretary
 EX-7.3 3 dex73.htm AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT Amendment No. 1 to the Securities Purchase Agreement

Exhibit 7.3

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This First Amendment to the Securities Purchase Agreement (“Amendment”) is made as of January 27, 2011, between Cascade Bancorp (the “Company”) and LG C-Co, LLC (the “Investor”).

I. RECITALS

 

  1. The parties to this Amendment entered into that certain Securities Purchase Agreement dated November 16, 2010 (the “Agreement”);

 

  2. The parties to this Amendment wish to amend the Agreement as set forth below.

The parties to this Amendment hereby agree as follows:

II. AMENDMENT

 

  A. Amendment to Section 3.3(a).

The Agreement is amended by deleting current Section 3.3(a) in its entirety and replacing it with the following new Section 3.3(a):

(a) From the date of this Agreement, until the date when the shares of Common Stock owned by the Investor in the aggregate represent less than 4.9% of all of the outstanding Common Shares (counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investor are directly or indirectly convertible or exercisable and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date), the Company will ensure that upon reasonable notice, the Company and its subsidiaries will afford to the Investor and its representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) no more than once in each calendar quarter such access during normal business hours to its books, records, properties and personnel and to such other information as the Investor may reasonably request.

 

  B. Amendment to Section 4.2(f).

The Agreement is amended by deleting current Section 4.2(f) in its entirety and replacing it with the following new Section 4.2(f):

(f) The Company hereby agrees that, from and after the Closing Date, for so long as the Investor, together with its respective Affiliates, owns at least 5% or more of all of the outstanding shares of Common Stock (counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investor are directly or indirectly convertible or exercisable and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date), the Company shall, subject to applicable law, invite a person designated by the Investor and reasonably acceptable to the Board of Directors (the “Board Observer”) to attend meetings of the Board of Directors and the board of

directors of the Company Bank in a nonvoting observer capacity. If the Investor no longer beneficially owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 4.2(f), the Investor shall have no further rights under this Section 4.2(f).

 

  C. Conflict.

To the extent there is a conflict between the terms and provisions of this Amendment and the Agreement, the terms and provisions of this Amendment will govern.

 

  D. No Further Amendment.

Except as expressly modified by this Amendment, the Agreement shall remain unmodified and in full force and effect. The Company and the Investor hereby ratify their respective obligations thereunder.

 

  E. Governing Law.

This Amendment will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. The parties hereto irrevocably and unconditionally agree that any suit or proceeding arising out of or relating to this Amendment and the transactions contemplated hereby will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the parties agree to submit to the jurisdiction of, and to venue in, such courts.

 

  F. Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

  G. Counterparts and Facsimile.

For the convenience of the parties hereto, this Amendment may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Amendment may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein above written.

 

CASCADE BANCORP
By:  

/s/    PATRICIA L. MOSS

Name: Patricia L. Moss
Title: Chief Executive Officer
LG C-CO, LLC

By: Green Equity Investors V, L.P., its Sole

Member

By: GEI Capital V, LLC, its General Partner
By:  

/s/    MICHAEL J. CONNOLLY

Name: Michael J. Connolly
Title: Vice President
 EX-7.4 4 dex74.htm ASSIGNMENT AND ASSUMPTION AGREEMENT Assignment and Assumption Agreement

Exhibit 7.4

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of January 28, 2011, is entered into by and among LG C-Co, LLC, a Delaware limited liability company (“Assignor”), Green Equity Investors V, L.P., a Delaware limited partnership (“GEI V”), and Green Equity Investors Side V, L.P., a Delaware limited partnership (“Side V” and together with GEI V, the “Assignees”).

WHEREAS, Assignor is party to that certain Securities Purchase Agreement (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Purchase Agreement”), dated as of November 16, 2010, by and between Assignor and Cascade Bancorp (the “Company”), pursuant to which Assignor has agreed to purchase 11,468,750 shares of common stock, no par value, of the Company (the “Purchased Shares”);

WHEREAS, Section 6.8 of the Purchase Agreement provides that Assignor may assign its rights and obligations under the Purchase Agreement, in whole or in part, to one or more Affiliates, parallel investment funds, co-investment funds or successor investment funds and that such assignees shall be included in the term Investor as defined in the Purchase Agreement; and

WHEREAS, in accordance with the terms of Section 6.8 of the Purchase Agreement, Assignor desires to assign severally to the Assignees, and the Assignees desire to assume severally, all of Assignor’s rights and obligations under the Purchase Agreement, effective immediately prior to the Closing.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Certain Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

2. Assignment and Assumption. Effective immediately prior to the Closing, Assignor hereby assigns, transfers, conveys, sets over and delivers to the Assignees, and the Assignees hereby acquire, accept and assume from Assignor, all of Assignor’s rights and obligations under the Purchase Agreement; provided, however, that:

(a) Purchased Shares. Assignor’s rights and obligations to purchase the Purchased Shares pursuant to Sections 1.1 and 1.2 of the Purchase Agreement are being assigned to the Assignees and assumed by them severally, in the proportions set forth on Schedule A hereto.

(b) Governance Matters. The rights of Assignor with respect to the designation of the Investor Nominee and the Board Observer pursuant to Section 4.2 of the Purchase Agreement shall be assigned solely to GEI V, such that GEI V (and not Side V) shall have the independent right to designate the Investor Nominee and the Board Observer (including any replacements thereof) pursuant to the terms of Section 4.2 of the Purchase Agreement.

(c) Indemnification. Without limiting the foregoing, all rights to receive, and obligations to make, indemnification payments pursuant to Section 4.5 are assigned to and assumed by the Assignees severally in accordance with Schedule A hereto.

(d) Gross-Up Rights. The Gross-Up Rights provided for in Section 4.7 of the Purchase Agreement are assigned to and shall become the rights of the Assignees severally, in the proportions set forth on Schedule A hereto.

3. Miscellaneous.

(a) Severability. Any term or provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction, and if any provision of this Agreement is determined to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

(b) Waiver; Amendments. None of the provisions of this Agreement may be waived, changed or altered except in a writing executed by each of the parties hereto and specifically referring to this Agreement.

(c) Counterparts. This Agreement may be executed by facsimile and in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties.

(d) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth in the first paragraph hereof.

 

ASSIGNOR:
LG C-CO, LLC

By: Green Equity Investors V, L.P.,

its Sole Member

By: GEl Capital V, LLC, its General Partner
By:  

/s/    MICHAEL J. CONNOLLY

  Michael J. Connolly
  Vice President
ASSIGNEES:
GREEN EQUITY INVESTORS V, L.P.
By: GEI Capital V, LLC, its General Partner
By:  

/s/    MICHAEL J. CONNOLLY

  Michael J. Connolly
  Vice President
GREEN EQUITY INVESTORS SIDE V, L.P.
By: GEI Capital V, LLC, its General Partner
By:  

/s/    MICHAEL J. CONNOLLY

  Michael J. Connolly
  Vice President

[Signature Page to Assignment of SPA]

Schedule A

 

Name of Assignee

    Pro Rata Percentage     Purchased Shares  

Green Equity Investors V, L.P.

      76.9245 %      8,822,279   

Green Equity Investors Side V, L.P.

      23.0755 %      2,646,471   
 EX-7.8 5 dex78.htm POWER OF ATTORNEY Power of Attorney

Exhibit 7.8

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints Michael Gennaro, Lily W. Chang, and Cody L. Franklin, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or beneficial owner of the shares of Series A Preferred Stock, which are convertible into shares of Common Stock, of Cascade Bancorp, an Oregon corporation (the “Issuer”), the Statement on Schedule 13D (or Schedule 13G, if applicable) in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13D (or Schedule 13G, if applicable) and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Statement on Schedule 13D or Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[Signatures on following page]

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 7th day of February, 2011.

 

Green Equity Investors V, L.P.
By:   GEI Capital V, LLC, its General Partner
By:  

/S/ MICHAEL J. CONNOLLY

Name:   Michael J. Connolly
Title:   Senior Vice President
Green Equity Investors Side V, L.P.
By:   GEI Capital V, LLC, its General Partner
By:  

/S/ MICHAEL J. CONNOLLY

Name:   Michael J. Connolly
Title:   Senior Vice President
GEI Capital V, LLC
By:  

/S/ MICHAEL J. CONNOLLY

Name:   Michael J. Connolly
Title:   Senior Vice President
Green V Holdings, LLC
By:  

/S/ MICHAEL J. CONNOLLY

Name:   Michael J. Connolly
Title:   Senior Vice President
Leonard Green & Partners, L.P.
By:   LGP Management, Inc., its General Partner
By:  

/S/ MICHAEL J. CONNOLLY

Name:   Michael J. Connolly
Title:   Senior Vice President
LGP Management, Inc.
By:  

/S/ MICHAEL J. CONNOLLY

Name:   Michael J. Connolly
Title:   Senior Vice President
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