sc13d.htm

-----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, F5u+QTi2y9ykSvZzwL/ELSuR1wSuFrBr1drWgKi45Ij3skcvCN1Lce/e28ynRPMl 9xvZg0UiqoeZ6NrOINHiYQ== 0001341004-11-000435.txt : 20110207 0001341004-11-000435.hdr.sgml : 20110207 20110207160620 ACCESSION NUMBER: 0001341004-11-000435 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110207 DATE AS OF CHANGE: 20110207 GROUP MEMBERS: EL VEDADO, LLC GROUP MEMBERS: WILBUR L. ROSS, JR. GROUP MEMBERS: WL ROSS & CO. LLC GROUP MEMBERS: WL ROSS GROUP, L.P. GROUP MEMBERS: WLR RECOVERY ASSOCIATES IV LLC GROUP MEMBERS: WLR RECOVERY FUND IV, L.P. 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: 11578711 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: WLR CB AcquisitionCo LLC CENTRAL INDEX KEY: 0001512122 IRS NUMBER: 274358040 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-826-1100 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D 1 sc13d.htm FORM - SCHEDULE 13D sc13d.htm

CUSIP No. 147154108	Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

CASCADE BANCORP

(Name of Issuer)

Common Stock, no par value

(Title and Class of Securities)

147154108

(CUSIP Number)

WL Ross & Co. LLC

1166 Avenue of the Americas

New York, New York 10036

Attention: Michael J. Gibbons

Telephone Number: (212) 826-1100

Facsimile Number: (212) 278-9645

With a copy to:

David Ingles

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

Telephone: (212) 735-3000

Facsimile Number: (212) 735-2000

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

January 28, 2011

(Date of Event which Requires Filing of this Statement)

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

(Continued on following pages)

CUSIP No. 147154108	Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WL Ross & Co. LLC (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) c
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
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 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 11,468,750 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,468,750 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES □
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4%
14	TYPE OF REPORTING PERSON OO

(1)

The 11,468,750 shares of common stock are held directly by WLR CB AcquisitionCo LLC. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC, 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 WLR Recovery Fund IV, L.P., which is the sole manager of WLR CB AcquisitionCo LLC, and WL Ross & Co. LLC is the investment manager of WL Ross Group, L.P. Accordingly, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC, Wilbur L. Ross, Jr. and WL Ross & Co. LLC may be deemed to share voting and dispositive power over the common stock held by WLR CB AcquisitionCo LLC.

CUSIP No. 147154108	Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WLR CB AcquisitionCo LLC (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) c
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
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 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 11,468,750 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,468,750 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES □
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4%
14	TYPE OF REPORTING PERSON OO

(1)

CUSIP No. 147154108	Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) El Vedado, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) c
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) □
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 11,468,750 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 11,468,750 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,468,750 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES □
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4%
14	TYPE OF REPORTING PERSON OO

(1)

CUSIP No. 147154108	Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WL Ross Group, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) c
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) □
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 11,468,750 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 11,468,750 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,468,750 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES □
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4%
14	TYPE OF REPORTING PERSON PN

(1)

CUSIP No. 147154108	Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WLR Recovery Associates IV LLC (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) c
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
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 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 11,468,750 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,468,750 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES □
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4%
14	TYPE OF REPORTING PERSON OO

(1)

CUSIP No. 147154108	Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WLR Recovery Fund IV, L.P. (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) c
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
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 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 11,468,750 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,468,750 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES □
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4%
14	TYPE OF REPORTING PERSON PN

(1)

CUSIP No. 147154108	Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wilbur L. Ross, Jr. (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) c
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) □
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 11,468,750 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 11,468,750 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,468,750 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES □
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4%
14	TYPE OF REPORTING PERSON IN

(1)

CUSIP No. 147154108	Schedule 13D

Item 1. Security and Issuer.

This Schedule 13D (this “Statement”) relates to the common stock, no par value (the “Common Stock”), of Cascade Bancorp (the “Company”). The Company’s principal executive offices are located at 1100 N.W. Wall Street, Bend, Oregon 97701.

Item 2. Identity and Background.

The names of the persons filing this Statement (collectively, the “Reporting Persons”) are:

·	WL Ross & Co. LLC, the investment manager of WL Ross Group, L.P.

·	WLR CB AcquisitionCo LLC (“WLR”)

·	WLR Recovery Fund IV, L.P., the sole manager of WLR

·	WLR Recovery Associates IV LLC, the general partner of WLR Recovery Fund IV, L.P.

·	WL Ross Group, L.P., the managing member of WLR Recovery Associates IV LLC

·	El Vedado, LLC, the general partner of WL Ross Group, L.P.

·	Wilbur L. Ross, Jr., the managing member of El Vedado, LLC

The principal business office for each of the Reporting Persons other than Wilbur L. Ross, Jr. and El Vedado, LLC is c/o WL Ross Group, L.P., 1166 Avenue of the Americas, New York, New York 10036. The principal business office for Mr. Ross and El Vedado, LLC is 319 Clematis Street, Room 1000 (10th Floor), West Palm Beach, Florida 33401. The principal occupation of each of the Reporting Persons is investments.

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

Mr. Ross is a citizen of the United States of America. WL Ross Group, L.P. and El Vedado, LLC are organized under the laws of the State of New York. Each of the other Reporting Persons that is an entity is organized under the laws of the State of Delaware.

Item 3. Source and Amount of Funds or Other Consideration.

On November 16, 2010, WLR entered into a securities purchase agreement (the “Agreement”) with the Company to invest approximately $46 million of new capital in exchange for newly issued securities of the Company. The Agreement is filed as Exhibit 2 hereto. On January 27, 2011, WLR and the Company entered into an amendment to the Agreement, which is filed as Exhibit 3 hereto.

On January 28, 2011, pursuant to the terms of the Agreement, WLR acquired 11,468,750 newly issued shares of Common Stock at a purchase price of $4.00 per share with cash consideration of $45,875,000. The funding for the purchase price of the shares of Common Stock was obtained through equity contributions from the limited partners of WLR’s affiliated funds.

CUSIP No. 147154108	Schedule 13D

Item 4. Purpose of Transaction.

Upon completion of the transaction, WLR directly owned approximately 24.4% of the outstanding voting Common Stock. Pursuant to the terms of the Agreement, on January 28, 2011, James B. Lockhart III, Vice Chairman of WL Ross & Co. LLC, joined the Company’s Board of Directors (the “Company Board”) and the Board of Directors (the “Bank Board”) of Bank of the Cascades, the Company’s principal depository institution subsidiary (the “Bank”). Mr. Lockhart also joined the Compensation and Nominating and Governance committees of each of the Company Board and the Bank Board. Pursuant to the Agreement, so long as WLR beneficially owns in excess of 5% of the outstanding Common Stock, a representative of WLR shall be nominated to each of the Company Board and the Bank Board, and WLR will have the right to have a representative attend meetings of each of the Company Board and the Bank Board in a non-voting observer capacity.

WLR intends to continually review its investment in the Company. Pending the results of such review and other factors that WLR deems relevant to an investment in the Company (but subject to the limitations described in Item 6 of this Statement), WLR may take or propose to take, alone or in conjunction with others including the Company, other actions intended to increase or decrease WLR’s investment in the Company or the value of its investment in the Company, which could include one or more of the transactions or actions referred to in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.

Notwithstanding anything contained herein, WLR specifically reserves the right to change its intentions with respect to any or all of the matters referred to in this Statement, subject to the limitations in the Agreement, the passivity commitments described in Item 6 below and applicable regulation governing non-control investments in banks and bank holding companies.

Item 5. Interest in Securities of the Issuer.

As of the date on which this Statement was initially filed, WLR beneficially owns a total of 11,468,750 shares of Common Stock, which in the aggregate represents approximately 24.4% of the outstanding Common Stock as of January 28, 2011.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3 and 4 above is incorporated by reference herein.

In addition to the Agreement, on November 16, 2010, the Company entered into securities purchase agreements with certain other institutional and accredited investors, including the Company’s largest shareholder prior to the private placement, Mr. David F. Bolger and certain affiliates (collectively “Bolger”), an affiliate of Lightyear Fund II, L.P. (“Lightyear”), and private equity funds affiliated with Leonard Green & Partners, L.P. (“Leonard Green”). Bolger, Lightyear, Leonard Green and certain other investors consummated their investments in the Company on January 28, 2011, resulting in gross proceeds to the Company of approximately $177 million, including the investment made by WLR.

The Agreement provides WLR with customary preemptive rights in connection with certain stock issuances by the Company, so long as WLR owns 5% or more of the outstanding Common Stock.

Pursuant to the Agreement, the Company has also agreed to take all necessary action to eliminate or minimize the effect of any anti-takeover laws, including anti-takeover provisions of the Company’s Articles of Incorporation. In addition, so long as WLR and its affiliates own at least 5% of the outstanding shares of Common Stock, the Company has agreed not to enter into any poison pill agreement, stockholders’ rights plan or similar agreement, unless such agreement contains an exemption for WLR and its affiliates.

On January 28, 2011, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with WLR, Bolger, Lightyear, Leonard Green and certain other investors, granting customary registration rights, including “shelf” registration rights and “piggyback” registration rights with respect to the

CUSIP No. 147154108	Schedule 13D

securities purchased under the Agreement and the agreements entered into by the other investors. The Registration Rights Agreement is filed as Exhibit 4 hereto.

In connection with joining the Company Board and the Bank Board, Mr. Lockhart entered into an indemnification agreement with each of the Company and the Bank (the “Directors and Officers Indemnification Agreements”) in substantially the forms filed herewith as Exhibits 5 and 6, respectively.

In connection with the Agreement, WLR and certain of its affiliates made customary 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 Company or any of its subsidiaries under the Bank Holding Company Act of 1956, as amended.

Item 7. Material to be Filed As Exhibits.

Exhibit 1	Agreement among WL Ross & Co. LLC, WLR, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC and Wilbur L. Ross, Jr. as to Joint Filing of Schedule 13D.

Exhibit 2	Securities Purchase Agreement, dated as of November 16, 2010, between Cascade Bancorp and WLR (filed as Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on November 19, 2010 and incorporated herein by reference).

Exhibit 3	Amendment to Securities Purchase Agreement, dated as of January 27, 2011.

Exhibit 4	Registration Rights Agreement, dated as of January 28, 2011, between Cascade Bancorp and the investors party thereto (filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on January 31, 2011 and incorporated herein by reference).

Exhibit 5	Form of Indemnification Agreement between the Company and certain of its directors (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on January 31, 2011 and incorporated herein by reference).

Exhibit 6	Form of Indemnification Agreement between the Bank and certain of its directors (filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on January 31, 2011 and incorporated herein by reference).

CUSIP No. 147154108	Schedule 13D

SIGNATURE

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

Dated: February 7, 2011

	WL ROSS & CO. LLC

	By:	/s/ Michael Gibbons
	Name:	Michael Gibbons
	Title:	Authorized Person

	WLR CB ACQUISITIONCO LLC

	By:	WLR Recovery Fund IV, L.P.,
		its Sole Manager

	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

	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

CUSIP No. 147154108	Schedule 13D

	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

	WL ROSS GROUP, L.P.

	By:	El Vedado, LLC, its General Partner

	By:	/s/ Michael Gibbons
	Name:	Michael Gibbons
	Title:	Authorized Person

	EL VEDADO, LLC

	By:	/s/ Michael Gibbons
	Name:	Michael Gibbons
	Title:	Authorized Person

		/s/ Wilbur L. Ross, Jr.
		Wilbur L. Ross, Jr.

EX-99 2 ex1.htm EXHIBIT 1 - JOINT FILING AGREEMENT ex1.htm

CUSIP No. 147154108	Schedule 13D

EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13D and any further amendments thereto need to be filed with respect to the beneficial ownership by each of the undersigned of shares of common stock of Cascade Bancorp, an Oregon corporation, and further agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13D provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: February 7, 2011

	WL ROSS & CO. LLC

	By:	/s/ Michael Gibbons
	Name:	Michael Gibbons
	Title:	Authorized Person

	WLR CB ACQUISITIONCO LLC

	By:	WLR Recovery Fund IV, L.P.,
		its Sole Manager

	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

	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

CUSIP No. 147154108	Schedule 13D

	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

	WL ROSS GROUP, L.P.

	By:	El Vedado, LLC, its General Partner

	By:	/s/ Michael Gibbons
	Name:	Michael Gibbons
	Title:	Authorized Person

	EL VEDADO, LLC

	By:	/s/ Michael Gibbons
	Name:	Michael Gibbons
	Title:	Authorized Person

		/s/ Wilbur L. Ross, Jr.
		Wilbur L. Ross, Jr.

EX-99 3 ex3.htm EXHIBIT 3 - AMENDMENT TO SECURITIES PURCHASE AGREEMENT ex3.htm

EXHIBIT 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 WLR CB AcquisitionCo LLC (the “Investor”).

I. RECITALS

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

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

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.

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).

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.

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.

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.

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.

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


	WLR CB ACQUISITIONCO LLC

	By:	WLR Recovery Fund IV, L.P.,
	Its:	Sole Manager

	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

[SIGNATURE PAGE TO FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

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