0001341004-15-000134.txt : 20150213 0001341004-15-000134.hdr.sgml : 20150213 20150213153941 ACCESSION NUMBER: 0001341004-15-000134 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: EL VEDADO LLC GROUP MEMBERS: INVESCO PRIVATE CAPITAL INC. GROUP MEMBERS: INVESCO WLR IV ASSOCIATES LLC GROUP MEMBERS: WILBUR L. ROSS JR. GROUP MEMBERS: WL ROSS GROUP L.P. GROUP MEMBERS: WLR IV PARALLEL ESC L.P GROUP MEMBERS: WLR RECOVERY ASSOCIATES IV LLC GROUP MEMBERS: WLR RECOVERY FUND IV L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TALMER BANCORP, INC. CENTRAL INDEX KEY: 0001360683 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 611511150 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88644 FILM NUMBER: 15613680 BUSINESS ADDRESS: STREET 1: 2301 WEST BIG BEAVER ROAD STREET 2: SUITE 525 CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: (248) 498-2800 MAIL ADDRESS: STREET 1: 2301 WEST BIG BEAVER ROAD STREET 2: SUITE 525 CITY: TROY STATE: MI ZIP: 48084 FORMER COMPANY: FORMER CONFORMED NAME: First Michigan Bancorp, Inc. DATE OF NAME CHANGE: 20100316 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC FINANCIAL BANCORP INC DATE OF NAME CHANGE: 20060426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WL ROSS & CO LLC CENTRAL INDEX KEY: 0001202045 IRS NUMBER: 134106462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G 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 SC 13G 1 sc13g.htm SC 13G sc13g.htm

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 
TALMER BANCORP, INC.

(Name of Issuer)
 
Class A Common Stock, par value $1.00 per share

(Title and Class of Securities)
 
87482X101

(CUSIP Number)
 
December 31, 2014

(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o  Rule 13d-1(b)
 
o  Rule 13d-1(c)
 
x  Rule 13d-1(d)
 
 
*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 the disclosures provided in a prior cover page.
 
The information required in 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).
 
(Continued on following pages)
 

 
 

 

CUSIP No. 87482X101
 
Schedule 13G
 
     


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)  o
(b)  x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5    SOLE VOTING POWER
 
-0-
6    SHARED VOTING POWER
 
12,145,219 (1)
7    SOLE DISPOSITIVE POWER
 
-0-
8    SHARED DISPOSITIVE POWER
 
12,145,219 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,145,219 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
16.6%
12
TYPE OF REPORTING PERSON
 
OO

(1)
WL Ross & Co. LLC serves as the investment manager to WLR Recovery Fund IV, L.P. ("Fund IV"). Fund IV owns 9,625,921 shares of Class A Common Stock of the issuer and warrants to purchase 2,519,298 shares of Class A Common Stock of the issuer (1,616,669 expiring on April 30, 2020, 108,686 expiring on February 21, 2022 and 793,943 expiring on December 27, 2022). 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. Accordingly, WL Ross & Co. LLC may be deemed to share voting and dispositive power with Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares of Class A Common Stock owned by Fund IV.
 

 
2

 
 
CUSIP No. 87482X101
Schedule 13G
 
     


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)  o
(b)  x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5    SOLE VOTING POWER
 
-0-
6    SHARED VOTING POWER
 
12,145,219 (1)
7    SOLE DISPOSITIVE POWER
 
-0-
8    SHARED DISPOSITIVE POWER
 
12,145,219 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,145,219 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
16.6%
12
TYPE OF REPORTING PERSON
 
PN

(1)
WLR Recovery Fund IV, L.P. ("Fund IV") owns 9,625,921 shares of Class A Common Stock of the issuer and warrants to purchase 2,519,298 shares of Class A Common Stock of the issuer (1,616,669 expiring on April 30, 2020, 108,686 expiring on February 21, 2022 and 793,943 expiring on December 27, 2022). 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, 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 share voting and dispositive power over the shares of Class A Common Stock owned by Fund IV.
 

 
3

 
 
CUSIP No. 87482X101
Schedule 13G
 
     
 
 
1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WLR IV Parallel ESC, L.P. (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5    SOLE VOTING POWER
 
-0-
6    SHARED VOTING POWER
 
48,776 (1)
7    SOLE DISPOSITIVE POWER
 
-0-
8    SHARED DISPOSITIVE POWER
 
48,776 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
48,776 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 0.1%
12
TYPE OF REPORTING PERSON
 
PN

(1)
WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 38,658 shares of Class A Common Stock of the issuer and warrants to purchase 10,118 shares of Class A Common Stock of the issuer (6,493 expiring on April 30, 2020, 436 expiring on February 21, 2022 and 3,189 expiring on December 27, 2022). 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 Class A Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. Accordingly, 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 share voting and dispositive power over the shares of Class A Common Stock owned by the Parallel Fund.
 

 
4

 
 
CUSIP No. 87482X101
Schedule 13G
 
     


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)  o
(b)  x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5    SOLE VOTING POWER
 
-0-
6    SHARED VOTING POWER
 
12,193,995 (1)
7    SOLE DISPOSITIVE POWER
 
-0-
8    SHARED DISPOSITIVE POWER
 
12,193,995 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,193,995 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
16.7%
12
TYPE OF REPORTING PERSON
 
OO

(1)
WLR Recovery Fund IV, L.P. ("Fund IV") owns 9,625,921 shares of Class A Common Stock of the issuer and warrants to purchase 2,519,298 shares of Class A Common Stock of the issuer (1,616,669 expiring on April 30, 2020, 108,686 expiring on February 21, 2022 and 793,943 expiring on December 27, 2022). WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 38,658 shares of Class A Common Stock of the issuer and warrants to purchase 10,118 shares of Class A Common Stock of the issuer (6,493 expiring on April 30, 2020, 436 expiring on February 21, 2022 and 3,189 expiring on December 27, 2022). Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC, 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. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. 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 Class A Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. Accordingly, WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power with (i) WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC and WL Ross Group L.P. over the shares of Class A Common Stock owned by Fund IV, and (ii) Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group L.P., Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC over the shares of Class A Common Stock owned by the Parallel Fund.
 

 
5

 
 
CUSIP No. 87482X101
Schedule 13G
 
     

 
1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
INVESCO WLR IV Associates LLC (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5    SOLE VOTING POWER
 
-0-
6    SHARED VOTING POWER
 
48,776 (1)
7    SOLE DISPOSITIVE POWER
 
-0-
8    SHARED DISPOSITIVE POWER
 
48,776 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
48,776 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 0.1%
12
TYPE OF REPORTING PERSON
 
OO

(1)
WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 38,658 shares of Class A Common Stock of the issuer and warrants to purchase 10,118 shares of Class A Common Stock of the issuer (6,493 expiring on April 30, 2020, 436 expiring on February 21, 2022 and 3,189 expiring on December 27, 2022). 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 Class A Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. Accordingly, 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 share voting and dispositive power over the shares of Class A Common Stock owned by the Parallel Fund.
 

 
6

 
 
CUSIP No. 87482X101
Schedule 13G
 
     


1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Invesco Private Capital, Inc. (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5    SOLE VOTING POWER
 
-0-
6    SHARED VOTING POWER
 
48,776 (1)
7    SOLE DISPOSITIVE POWER
 
-0-
8    SHARED DISPOSITIVE POWER
 
48,776 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
48,776 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 0.1%
12
TYPE OF REPORTING PERSON
 
CO

(1)
WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 38,658 shares of Class A Common Stock of the issuer and warrants to purchase 10,118 shares of Class A Common Stock of the issuer (6,493 expiring on April 30, 2020, 436 expiring on February 21, 2022 and 3,189 expiring on December 27, 2022). 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 Class A Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. Accordingly, 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 share voting and dispositive power over the shares of Class A Common Stock owned by the Parallel Fund.
 

 
7

 
 
CUSIP No. 87482X101
Schedule 13G
 
     


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)  o
(b)  x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5    SOLE VOTING POWER
 
-0-
6    SHARED VOTING POWER
 
12,193,995 (1)
7    SOLE DISPOSITIVE POWER
 
-0-
8    SHARED DISPOSITIVE POWER
 
12,193,995 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,193,995 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
16.7%
12
TYPE OF REPORTING PERSON
 
IN

(1)
WLR Recovery Fund IV, L.P. ("Fund IV") owns 9,625,921 shares of Class A Common Stock of the issuer and warrants to purchase 2,519,298 shares of Class A Common Stock of the issuer (1,616,669 expiring on April 30, 2020, 108,686 expiring on February 21, 2022 and 793,943 expiring on December 27, 2022) and WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 38,658 shares of Class A Common Stock of the issuer and warrants to purchase 10,118 shares of Class A Common Stock of the issuer (6,493 expiring on April 30, 2020, 436 expiring on February 21, 2022 and 3,189 expiring on December 27, 2022). Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC, 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. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. 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 Class A Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. Accordingly, Wilbur L. Ross, Jr. may be deemed to share voting and dispositive power with (i) WL Ross & Co. LLC, El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares of Class A Common Stock owned by Fund IV and (ii) El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC over the shares of Class A Common Stock owned by the Parallel Fund.
 

 
8

 
 
CUSIP No. 87482X101
Schedule 13G
 
     


1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
El Vedado, LLC (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5    SOLE VOTING POWER
 
-0-
6    SHARED VOTING POWER
 
12,193,995 (1)
7    SOLE DISPOSITIVE POWER
 
-0-
8    SHARED DISPOSITIVE POWER
 
12,193,995 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,193,995 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
16.7%
12
TYPE OF REPORTING PERSON
 
OO

(1)
WLR Recovery Fund IV, L.P. ("Fund IV") owns 9,625,921 shares of Class A Common Stock of the issuer and warrants to purchase 2,519,298 shares of Class A Common Stock of the issuer (1,616,669 expiring on April 30, 2020, 108,686 expiring on February 21, 2022 and 793,943 expiring on December 27, 2022) and WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 38,658 shares of Class A Common Stock of the issuer and warrants to purchase 10,118 shares of Class A Common Stock of the issuer (6,493 expiring on April 30, 2020, 436 expiring on February 21, 2022 and 3,189 expiring on December 27, 2022). Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC, 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. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. 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 Class A Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. Accordingly, El Vedado, LLC may be deemed to share voting and dispositive power with (i) Wilbur L. Ross, Jr., WL Ross & Co. LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares of Class A Common Stock owned by Fund IV and (ii) Wilbur L. Ross, Jr., WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC over the shares of Class A Common Stock owned by the Parallel Fund.
 

 
9

 
 
CUSIP No. 87482X101
Schedule 13G
 
     


1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WL Ross Group, L.P. (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5    SOLE VOTING POWER
 
-0-
6    SHARED VOTING POWER
 
12,193,995 (1)
7    SOLE DISPOSITIVE POWER
 
-0-
8    SHARED DISPOSITIVE POWER
 
12,193,995 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,193,995 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
16.7%
12
TYPE OF REPORTING PERSON
 
PN

(1)
WLR Recovery Fund IV, L.P. ("Fund IV") owns 9,625,921 shares of Class A Common Stock of the issuer and warrants to purchase 2,519,298 shares of Class A Common Stock of the issuer (1,616,669 expiring on April 30, 2020, 108,686 expiring on February 21, 2022 and 793,943 expiring on December 27, 2022) and WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 38,658 shares of Class A Common Stock of the issuer and warrants to purchase 10,118 shares of Class A Common Stock of the issuer (6,493 expiring on April 30, 2020, 436 expiring on February 21, 2022 and 3,189 expiring on December 27, 2022). Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC, 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. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. 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 Class A Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. Accordingly, WL Ross Group, L.P. may be deemed to share voting and dispositive power with (i) Wilbur L. Ross, Jr., WL Ross & Co. LLC, El Vedado, LLC and WLR Recovery Associates IV LLC over the shares of Class A Common Stock owned by Fund IV and (ii) Wilbur L. Ross, Jr., El Vedado, LLC, WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC over the shares of Class A Common Stock owned by the Parallel Fund.
 

 
10

 
 
CUSIP No. 87482X101
Schedule 13G
 
     
 
 
Item 1.
 
 
(a)
The name of the issuer is Talmer Bancorp, Inc., a Michigan corporation (the "Issuer").
 
 
(b)
The Issuer's principal executive offices are located at 2301 W. Big Beaver Rd., Suite 525, Troy, MI 48084.
 
Item 2.                      
 
 
(a)
The names of the persons (collectively, the "Reporting Persons") filing this Schedule 13G (this "Statement") are:
 
 
·
WL Ross & Co. LLC
 
 
·
WLR Recovery Fund IV, L.P.
 
 
·
WLR IV Parallel ESC, L.P.
 
 
·
WLR Recovery Associates IV LLC
 
 
·
INVESCO WLR IV Associates LLC
 
 
·
Invesco Private Capital, Inc.
 
 
·
WL Ross Group, L.P.
 
 
·
El Vedado, LLC
 
 
·
Wilbur L. Ross, Jr.
 
 
(b)
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 of Mr. Ross and El Vedado, LLC is 319 Clematis Street, Room 1000 (10th Floor), West Palm Beach, Florida 33401.
 
 
(c)
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.
 
 
(d)
This Statement relates to the Class A Common Stock, par value $1.00 per share (the "Class A Common Stock"), of the Issuer.
 
 
(e)
The CUSIP Number of the Class A Common Stock is 87482X101.
 
Item 3.
 
Not Applicable.
 
 
Item 4.                      Ownership.
 
The percentages used in this Item 4 are calculated based on 73,033,336 shares of Class A Common Stock outstanding. This number assumes that all warrants to purchase shares of Class A Common Stock held by WLR
 

 
11

 
 
CUSIP No. 87482X101
Schedule 13G
 
     


Recovery Fund IV and WLR IV Parallel ESC, L.P. have been exercised, which increases the total of 70,503,920 shares of Class A Common Stock outstanding as of November 12, 2014 by 2,529,416.
 
WL Ross & Co. LLC
 
 
(a)
Amount beneficially owned:  12,145,219
 
(b) 
Percent of Class:  16.6%
 
(c)
(i)
Sole power to vote or to direct the vote:  -0-
   
(ii)
Shared power to vote or to direct the vote:  12,145,219
   
(iii)
Sole power to dispose or to direct the disposition of:  -0-
   
(iv) 
Shared power to dispose or to direct the disposition of:  12,145,219

WLR Recovery Fund IV, L.P.
 
 
(a)
Amount beneficially owned:  12,145,219
 
(b) 
Percent of Class:  16.6%
 
(c)
(i)
Sole power to vote or to direct the vote:  -0-
   
(ii)
Shared power to vote or to direct the vote:  12,145,219
   
(iii)
Sole power to dispose or to direct the disposition of:  -0-
   
(iv) 
Shared power to dispose or to direct the disposition of:  12,145,219

WLR IV Parallel ESC, L.P.
 
 
(a)
Amount beneficially owned:  48,776
 
(b) 
Percent of Class:  Less than 0.1%
 
(c)
(i)
Sole power to vote or to direct the vote:  -0-
   
(ii)
Shared power to vote or to direct the vote:  48,776
   
(iii)
Sole power to dispose or to direct the disposition of:  -0-
   
(iv) 
Shared power to dispose or to direct the disposition of:  48,776

WLR Recovery Associates IV LLC
 
 
(a)
Amount beneficially owned:  12,193,995
 
(b) 
Percent of Class:  16.7%
 
(c)
(i)
Sole power to vote or to direct the vote:  -0-
   
(ii)
Shared power to vote or to direct the vote:  12,193,995
   
(iii)
Sole power to dispose or to direct the disposition of:  -0-
   
(iv) 
Shared power to dispose or to direct the disposition of:  12,193,995

INVESCO WLR IV Associates LLC
 
 
(a)
Amount beneficially owned:  48,776
 
(b) 
Percent of Class:  Less than 0.1%
 
(c)
(i)
Sole power to vote or to direct the vote:  -0-
   
(ii)
Shared power to vote or to direct the vote:  48,776
   
(iii)
Sole power to dispose or to direct the disposition of:  -0-
   
(iv) 
Shared power to dispose or to direct the disposition of:  48,776

Invesco Private Capital, Inc.
 
 
(a)
Amount beneficially owned:  48,776
 
(b) 
Percent of Class:  Less than 0.1%
 
(c)
(i)
Sole power to vote or to direct the vote:  -0-
   
(ii) 
Shared power to vote or to direct the vote:  48,776
 

 
12

 
 
CUSIP No. 87482X101
Schedule 13G
 
     

 
   
(iii)
Sole power to dispose or to direct the disposition of:  -0-
   
(iv) 
Shared power to dispose or to direct the disposition of:  48,776
 
Wilbur L. Ross, Jr.
 
 
(a)
Amount beneficially owned:  12,193,995
 
(b) 
Percent of Class:  16.7%
 
(c)
(i)
Sole power to vote or to direct the vote:  -0-
   
(ii)
Shared power to vote or to direct the vote:  12,193,995
   
(iii)
Sole power to dispose or to direct the disposition of:  -0-
   
(iv) 
Shared power to dispose or to direct the disposition of:  12,193,995

El Vedado, LLC
 
 
(a)
Amount beneficially owned:  12,193,995
 
(b) 
Percent of Class:  16.7%
 
(c)
(i)
Sole power to vote or to direct the vote:  -0-
   
(ii)
Shared power to vote or to direct the vote:  12,193,995
   
(iii)
Sole power to dispose or to direct the disposition of:  -0-
   
(iv) 
Shared power to dispose or to direct the disposition of:  12,193,995

WL Ross Group, L.P.
 
 
(a)
Amount beneficially owned:  12,193,995
 
(b) 
Percent of Class:  16.7%
 
(c)
(i)
Sole power to vote or to direct the vote:  -0-
   
(ii)
Shared power to vote or to direct the vote:  12,193,995
   
(iii)
Sole power to dispose or to direct the disposition of:  -0-
   
(iv) 
Shared power to dispose or to direct the disposition of:  12,193,995
 
Item 5.
Ownership of 5 Percent or Less of a Class.
 
Not Applicable.
 
 
Item 6.
Ownership of More than 5 Percent on Behalf of Another Person.
 
Not Applicable.
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable.
 
 
Item 8.
Identification and Classification of Members of a Group.
 
Not Applicable.
 
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 

 
13

 
 
CUSIP No. 87482X101
Schedule 13G
 
     

 
Item 10.
Certifications
 
Not Applicable.
 
 
 
14

 
 
CUSIP No. 87482X101
Schedule 13G
 
     

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 13, 2015
 
 
WL ROSS & CO. LLC
 
     
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
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/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
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/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
WLR RECOVERY ASSOCIATES IV LLC
 
     
 
By:
WL Ross Group, L.P.,
 
   
its Managing Member
 
 
By:
El Vedado, LLC,
 
   
its General Partner
 
       
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         


 
15

 
 
CUSIP No. 87482X101
Schedule 13G
 
     


 
INVESCO WLR IV ASSOCIATES LLC
 
     
 
By:
Invesco Private Capital, Inc.,
 
   
its Managing Member
 
       
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
INVESCO PRIVATE CAPITAL, INC.
 
     
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
WL ROSS GROUP, L.P.
 
     
 
By:
El Vedado, LLC,
 
   
its General Partner
 
       
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
EL VEDADO, LLC
 
     
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
WILBUR L. ROSS, JR.
 
     
   
/s/ Wilbur L. Ross, Jr.
 
   
Wilbur L. Ross, Jr.
 
 

 
16

 
 
CUSIP No. 87482X101
Schedule 13G
 
     

 
EXHIBIT INDEX TO SCHEDULE 13G
 
 
Exhibit 1
Joint Filing Agreement among WL Ross & Co. LLC, WLR Recovery Fund IV, L.P., WLR IV Parallel ESC, L.P., WLR Recovery Associates IV LLC, INVESCO WLR IV Associates LLC, Invesco Private Capital, Inc., Wilbur L. Ross, Jr., WL Ross Group, L.P. and El Vedado, LLC
     
 
Exhibit 2
Disclaimer of Beneficial Ownership by WL Ross & Co. LLC, WLR Recovery Associates IV LLC, INVESCO WLR IV Associates LLC, Invesco Private Capital, Inc., Wilbur L. Ross, Jr., WL Ross Group, L.P. and El Vedado, LLC
 
 
EX-99.1 2 ex99-1.htm EXHIBIT 1 - JOINT FILING AGREEMENT ex99-1.htm


Exhibit 1

Joint Filing Agreement
 
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 13G and any further amendments thereto need to be filed with respect to the beneficial ownership by each of the undersigned of shares of Class A Common Stock of Talmer Bancorp, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13G 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 13, 2015

 
WL ROSS & CO. LLC
 
     
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
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/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         


 
 

 


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

 
INVESCO WLR IV ASSOCIATES LLC
 
     
 
By:
Invesco Private Capital, Inc.,
 
   
its Managing Member
 
       
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
INVESCO PRIVATE CAPITAL, INC.
 
     
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         


 
2

 


 
WL ROSS GROUP, L.P.
 
     
 
By:
El Vedado, LLC,
 
   
its General Partner
 
       
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
EL VEDADO, LLC
 
     
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
WILBUR L. ROSS, JR.
 
     
   
/s/ Wilbur L. Ross, Jr.
 
   
Wilbur L. Ross, Jr.
 

3

EX-99.2 3 ex99-2.htm EXHIBIT 2 - DISCLAIMER OF BENEFICIAL OWNERSHIP ex99-2.htm
Exhibit 2

Disclaimer of Beneficial Ownership
 
Each of the undersigned disclaims beneficial ownership of the securities referred to in the Schedule 13G to which this exhibit is attached, and the filing of such Schedule 13G shall not be construed as an admission that any of the undersigned is, for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities covered by such Schedule 13G.
 
Dated:  February 13, 2015

 
WL ROSS & CO. LLC
 
     
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
WLR RECOVERY ASSOCIATES IV LLC
 
     
 
By:
WL Ross Group, L.P.,
 
   
its Managing Member
 
 
By:
El Vedado, LLC,
 
   
its General Partner
 
       
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
INVESCO WLR IV ASSOCIATES LLC
 
     
 
By:
Invesco Private Capital, Inc.,
 
   
its Managing Member
 
       
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
 
 
 

 
 

 
INVESCO PRIVATE CAPITAL, INC.
 
     
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
WL ROSS GROUP, L.P.
 
     
 
By:
El Vedado, LLC,
 
   
its General Partner
 
       
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
EL VEDADO, LLC
 
     
 
By:
/s/ Wilbur L. Ross, Jr.
 
   
Name:
Wilbur L. Ross, Jr.
 
   
Title:
Authorized Person
 
         
 
WILBUR L. ROSS, JR.
 
     
   
/s/ Wilbur L. Ross, Jr.
 
   
Wilbur L. Ross, Jr.
 

2