0001209191-13-016955.txt : 20130315 0001209191-13-016955.hdr.sgml : 20130315 20130315173945 ACCESSION NUMBER: 0001209191-13-016955 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130313 FILED AS OF DATE: 20130315 DATE AS OF CHANGE: 20130315 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BankUnited, Inc. CENTRAL INDEX KEY: 0001504008 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 270162450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14817 OAK LANE CITY: MIAMI LAKES STATE: FL ZIP: 33016 BUSINESS PHONE: (305) 569-2000 MAIL ADDRESS: STREET 1: 14817 OAK LANE CITY: MIAMI LAKES STATE: FL ZIP: 33016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WL ROSS & CO LLC CENTRAL INDEX KEY: 0001202045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35039 FILM NUMBER: 13695392 BUSINESS ADDRESS: STREET 1: 600 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128261100 MAIL ADDRESS: STREET 1: 600 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-03-13 0 0001504008 BankUnited, Inc. BKU 0001202045 WL ROSS & CO LLC 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 Common Stock, par value $0.01 per share 2013-03-13 4 S 0 4810000 24.745 D 8911131 I See Footnotes Reflects the sale of BankUnited, Inc.'s common stock, par value $0.01 per share ("Common Stock"), consisting of 4,361,096 shares sold by WLR Recovery Fund IV, L.P., 17,514 shares sold by WLR IV Parallel ESC, L.P. and 431,390 shares sold by WLR/GS Master Co-Investment, L.P. in a secondary offering of BankUnited, Inc. that closed on March 13, 2013. Each of the reporting persons disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. WLR Recovery Fund IV, L.P. ("Fund IV") owns 8,079,479 shares of Common Stock of the issuer. Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. Accordingly, each of WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC may be deemed to be a beneficial owner of some or all the shares of Common Stock owned by Fund IV. WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 32,448 shares of Common Stock of the issuer. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC and the chairman and president of Invesco Private Capital, Inc. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which in turn is the general partner of the Parallel Fund. INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates IV LLC has been appointed as representative and attorney of the Parallel Fund to, among other things, exercise all rights, powers and privileges with respect to the Common Stock owned by the Parallel Fund and to take whatever action, including voting such Common Stock, as WLR Recovery Associates IV LLC (continued in footnote 5). (continued from footnote 4) in its discretion deems fit. Accordingly, each of Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to be a beneficial owner of some or all the shares of Common Stock owned by the Parallel Fund. WLR/GS Master Co-Investment L.P. (the "Co-Invest Fund") owns 799,204 shares of Common Stock of the issuer. Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Master Co-Investment GP, LLC. WLR Master Co-Investment GP, LLC is the general partner of the Co-Invest Fund. WL Ross & Co. LLC serves as the investment manager to the Co-Invest Fund. Accordingly, each of WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Master Co-Investment GP, LLC may be deemed to be a beneficial owner of some or all the shares of Common Stock owned by the Co-Invest Fund. Due to technical limitations in the number of reporting persons that can be included in a Section 16 filing, this Form 4 is being filed in two separate filings. Please see exhibit 99.1 (Joint Filer Information) attached hereto. This is filing no. 2 of 2. Filing no. 2 is made solely for the purpose of including WL Ross & Co. LLC as a reporting person in this Form 4. /s/ Rajinder P. Singh, as Attorney-in-Fact 2013-03-15 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT Unassociated Document
 
Exhibit 99.1

Joint Filer Information
 

Name of Joint Filer:
WLR RECOVERY FUND IV, L.P.

Address of Joint Filer:
c/o WL Ross & Co. LLC
 
1166 Avenue of the Americas

 
New York, NY 1136

Relationship of Joint Filer to Issuer:
10% Owner

Issuer Name and Ticker or Trading Symbol:
BankUnited, Inc. (BKU)
 
Date of Earliest Transaction
  
(Month/Day/Year):
      3/13/2013

Designated Filer:
Wilbur L. Ross Jr.

Signature:

WLR RECOVERY FUND IV, L.P.
 
By:
WLR Recovery Associates IV LLC,
 
its General Partner
By:
WL Ross Group, L.P.,
 
its Managing Member
By:
El Vedado, LLC,
 
its General Partner
   
By:
/s/ Michael Gibbons
  
 
Name: Michael Gibbons
 
Title: Authorized Person

March 15, 2013

 
 
 

Joint Filer Information
 

Name of Joint Filer:
WLR RECOVERY ASSOCIATES IV LLC

Address of Joint Filer:
c/o WL Ross & Co. LLC
 
1166 Avenue of the Americas

 
New York, NY 1136

Relationship of Joint Filer to Issuer:
10% Owner

Issuer Name and Ticker or Trading Symbol:
BankUnited, Inc. (BKU)
 
Date of Earliest Transaction
  
(Month/Day/Year):
      3/13/2013

Designated Filer:
Wilbur L. Ross Jr.

Signature:

WLR RECOVERY ASSOCIATES IV LLC
 
By:
WL Ross Group, L.P.,
 
its Managing Member
By:
El Vedado, LLC, its General Partner
   
By:
/s/ Michael Gibbons
  
 
Name: Michael Gibbons
 
Title: Authorized Person
   

March 15, 2013

 
 
 

Joint Filer Information
 

Name of Joint Filer:
WL ROSS GROUP, L.P.

Address of Joint Filer:
c/o WL Ross & Co. LLC
 
1166 Avenue of the Americas

 
New York, NY 1136

Relationship of Joint Filer to Issuer:
10% Owner

Issuer Name and Ticker or Trading Symbol:
BankUnited, Inc. (BKU)
 
Date of Earliest Transaction
  
(Month/Day/Year):
      3/13/2013

Designated Filer:
Wilbur L. Ross Jr.

Signature:

WL ROSS GROUP, L.P.
 
By:
El Vedado, LLC, its General Partner
   
By:
/s/ Michael Gibbons
  
 
Name: Michael Gibbons
 
Title: Authorized Person

March 15, 2013
 
 
 
 

Joint Filer Information
 

Name of Joint Filer:
EL VEDADO, LLC

Address of Joint Filer:
319 Clematis Street, Room 1000 (10th Floor)
 
West Palm Beach, FL 33401

   

Relationship of Joint Filer to Issuer:
10% Owner

Issuer Name and Ticker or Trading Symbol:
BankUnited, Inc. (BKU)
 
Date of Earliest Transaction
  
(Month/Day/Year):
      3/13/2013

Designated Filer:
Wilbur L. Ross Jr.

Signature:

EL VEDADO, LLC
 
By:
/s/ Michael Gibbons
  
 
Name: Michael Gibbons
 
Title: Authorized Person

March 15, 2013

 
 
 
 
 
Joint Filer Information
 

Name of Joint Filer:
WLR/GS MASTER CO-INVESTMENT, L.P.

Address of Joint Filer:
c/o WL Ross & Co. LLC
 
1166 Avenue of the Americas

 
New York, NY 1136

Relationship of Joint Filer to Issuer:
10% Owner

Issuer Name and Ticker or Trading Symbol:
BankUnited, Inc. (BKU)
 
Date of Earliest Transaction
  
(Month/Day/Year):
      3/13/2013

Designated Filer:
Wilbur L. Ross Jr.

Signature:

WLR/GS MASTER CO-INVESTMENT, L.P.
 
By:
WLR Master Co-Investment GP, LLC
 
its General Partner
By:
WL Ross Group, L.P.,
 
its Managing Member
By:
El Vedado, LLC,
 
its General Partner
   
By:
/s/ Michael Gibbons
  
 
Name: Michael Gibbons
 
Title: Authorized Person

March 15, 2013
 
 
 
 

Joint Filer Information
 

Name of Joint Filer:
WLR MASTER CO-INVESTMENT GP, LLC

Address of Joint Filer:
c/o WL Ross & Co. LLC
 
1166 Avenue of the Americas

 
New York, NY 1136

Relationship of Joint Filer to Issuer:
10% Owner

Issuer Name and Ticker or Trading Symbol:
BankUnited, Inc. (BKU)
 
Date of Earliest Transaction
  
(Month/Day/Year):
      3/13/2013

Designated Filer:
Wilbur L. Ross Jr.

Signature:

WLR MASTER CO-INVESTMENT GP, LLC
 
By:
WL Ross Group, L.P.,
 
its Managing Member
By:
El Vedado, LLC, its General Partner
   
By:
/s/ Michael Gibbons
  
 
Name: Michael Gibbons
 
Title: Authorized Person

March 15, 2013
 
 
 
 

Joint Filer Information
 

Name of Joint Filer:
WLR IV PARALLEL ESC, L.P.

Address of Joint Filer:
c/o WL Ross & Co. LLC
 
1166 Avenue of the Americas

 
New York, NY 1136

Relationship of Joint Filer to Issuer:
10% Owner

Issuer Name and Ticker or Trading Symbol:
BankUnited, Inc. (BKU)
 
Date of Earliest Transaction
  
(Month/Day/Year):
      3/13/2013

Designated Filer:
Wilbur L. Ross Jr.

Signature:

WLR IV PARALLEL ESC, L.P.  
     
By: INVESCO WLR IV ASSOCIATES LLC  
  its General Partner  
     
By:
INVESCO Private Capital, Inc.
  
 
its Managing Member
  
     
By:
/s/ Michael Gibbons
    
 
Name: Michael Gibbons
  
 
Title: Authorized Person
  

March 15, 2013
 
 
 
 

Joint Filer Information
 

Name of Joint Filer:
INVESCO WLR IV ASSOCIATES, LLC

Address of Joint Filer:
c/o WL Ross & Co. LLC
 
1166 Avenue of the Americas

 
New York, NY 1136

Relationship of Joint Filer to Issuer:
10% Owner

Issuer Name and Ticker or Trading Symbol:
BankUnited, Inc. (BKU)
 
Date of Earliest Transaction
  
(Month/Day/Year):
      3/13/2013

Designated Filer:
Wilbur L. Ross Jr.

Signature:

INVESCO WLR IV ASSOCIATES, LLC
 
By:
INVESCO Private Capital, Inc.
 
its Managing Member
   
By:
/s/ Michael Gibbons
  
 
Name: Michael Gibbons
 
Title: Authorized Person
   

March 15, 2013
 
 
 
 

Joint Filer Information
 

Name of Joint Filer:
INVESCO PRIVATE CAPITAL, INC.

Address of Joint Filer:
c/o WL Ross & Co. LLC
 
1166 Avenue of the Americas

 
New York, NY 1136

Relationship of Joint Filer to Issuer:
10% Owner

Issuer Name and Ticker or Trading Symbol:
BankUnited, Inc. (BKU)
 
Date of Earliest Transaction
  
(Month/Day/Year):
      3/13/2013

Designated Filer:
Wilbur L. Ross Jr.

Signature:

INVESCO PRIVATE CAPITAL, INC.
 
By:
/s/ Michael Gibbons
  
 
Name: Michael Gibbons
 
Title: Authorized Person
   

March 15, 2013
 
 
 
 

Joint Filer Information
 

Name of Joint Filer:
WL ROSS & CO. LLC

Address of Joint Filer:
1166 Avenue of the Americas
 
New York, NY 1136

   

Relationship of Joint Filer to Issuer:
10% Owner

Issuer Name and Ticker or Trading Symbol:
BankUnited, Inc. (BKU)
 
Date of Earliest Transaction
  
(Month/Day/Year):
      3/13/2013

Designated Filer:
Wilbur L. Ross Jr.

Signature:

WL ROSS & CO. LLC
 
By:
/s/ Michael Gibbons
  
 
Name: Michael Gibbons
 
Title: Authorized Person
   

March 15, 2013