Amended Statement of Beneficial Ownership (sc 13d/a)
June 01 2017 - 4:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
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)
May 30, 2017
(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.
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*
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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.
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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).
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CUSIP No. 147154108
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Schedule 13D/A
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Page
2
of 11 Pages
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(1)
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Name of
Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
Green Equity Investors V, L.P.
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(2)
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☒ (b) ☐
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See
Instructions):
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(5)
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of
Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
0
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
0
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0 shares of Common Stock
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(12)
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐
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(13)
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Percent of Class Represented by Amount
in Row (11):
0%
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(14)
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Type of Reporting Person (See
Instructions):
PN
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CUSIP No. 147154108
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Schedule 13D/A
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Page
3
of 11 Pages
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(1)
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Name of
Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
Green Equity Investors Side V, L.P.
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(2)
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☒ (b) ☐
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See
Instructions):
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(5)
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of
Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
0
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
0
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0 shares of Common Stock
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(12)
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐
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(13)
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Percent of Class Represented by Amount
in Row (11):
0%
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(14)
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Type of Reporting Person (See
Instructions):
PN
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CUSIP No. 147154108
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Schedule 13D/A
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Page
4
of 11 Pages
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(1)
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Name of
Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
GEI Capital V, LLC
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(2)
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☐ (b) ☐
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See
Instructions):
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(5)
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of
Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
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(7)
|
|
Sole Voting Power
0
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(8)
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Shared Voting Power
0
|
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(9)
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Sole Dispositive Power
0
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0 shares of Common Stock
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(12)
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐
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(13)
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Percent of Class Represented by Amount
in Row (11):
0%
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(14)
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Type of Reporting Person (See
Instructions):
OO (Limited Liability Company)
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CUSIP No. 147154108
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Schedule 13D/A
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Page
5
of 11 Pages
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(1)
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Name of
Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
Green V Holdings, LLC
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(2)
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☐ (b) ☐
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See
Instructions):
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(5)
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of
Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
0
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(8)
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Shared Voting Power
0
|
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(9)
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Sole Dispositive Power
0
|
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(10)
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Shared Dispositive Power
0
|
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0 shares of Common Stock
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(12)
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐
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(13)
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Percent of Class Represented by Amount
in Row (11):
0%
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(14)
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Type of Reporting Person (See
Instructions):
OO (Limited Liability Company)
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CUSIP No. 147154108
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Schedule 13D/A
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Page
6
of 11 Pages
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(1)
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Name of
Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
Leonard Green & Partners, L.P.
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(2)
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☒ (b) ☐
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See
Instructions):
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(5)
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of
Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
0
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(8)
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Shared Voting Power
0
|
|
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(9)
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Sole Dispositive Power
0
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(10)
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Shared Dispositive Power
0
|
|
(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0 shares of Common Stock
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|
(12)
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|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐
|
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(13)
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Percent of Class Represented by Amount
in Row (11):
0%
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(14)
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Type of Reporting Person (See
Instructions):
PN
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CUSIP No. 147154108
|
|
Schedule 13D/A
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Page
7
of 11 Pages
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(1)
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Name of
Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
LGP Management, Inc.
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(2)
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☐ (b) ☐
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(3)
|
|
SEC Use Only:
|
|
(4)
|
|
Source of Funds (See
Instructions):
|
|
(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
|
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|
(8)
|
|
Shared Voting Power
0
|
|
|
(9)
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Sole Dispositive Power
0
|
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(10)
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Shared Dispositive Power
0
|
|
(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0 shares of Common Stock
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|
(12)
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|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐
|
|
(13)
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Percent of Class Represented by Amount
in Row (11):
0%
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(14)
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Type of Reporting Person (See
Instructions):
CO
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CUSIP No. 147154108
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Schedule 13D/A
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Page
8
of 11 Pages
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ITEM 1.
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SECURITY AND ISSUER
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This Amendment No. 3 to Schedule 13D (this
“
Amendment
”) 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.
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ITEM 2.
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IDENTITY AND BACKGROUND
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The disclosure provided in Item 2 of the Schedule 13D
amended hereby is updated to include the following additional disclosure:
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(a)
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As of the date of this Amendment, none of the Reporting Persons is a beneficial owner of any Common Stock of the Issuer as a result of the Merger described in Item 4.
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ITEM 4.
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PURPOSE OF TRANSACTION
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The disclosure provided in Item 4 of the Schedule 13D
amended hereby is updated to include the following additional disclosure:
On November 17, 2016, the Issuer entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with First Interstate BancSystem, Inc. (“First Interstate”), pursuant to which, at the effective time of the Merger (as defined below), the Issuer would merge with and into First
Interstate, with First Interstate as the surviving entity (the “Merger”). On May 30, 2017, the Merger was consummated, and pursuant to the terms of the Merger Agreement, each outstanding Share held by the Reporting Persons were
converted into the right to receive (a) 0.14864 of a Class A share of First Interstate and (b) $1.91 in cash, and all outstanding Shares were cancelled. As a result, the Reporting Persons no longer hold any Common Stock of the Issuer.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference the Merger Agreement, filed herewith
as Exhibit 7.10.
Except as disclosed in this Item 4, neither GEI V, GEI Side V, LGP, 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
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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The disclosure provided in Item 5 of the
Schedule 13D amended hereby is updated to include the following additional disclosure:
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CUSIP No. 147154108
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Schedule 13D/A
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Page
9
of 11 Pages
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(a)
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and (b) As a result of the consummation of the Merger described in Item 4 of this Amendment, none of the Reporting Persons owns any Common Stock of the Issuer.
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(c)
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Other than the transactions reported herein, none of the Reporting Persons has effected any transactions involving the Common Stock in the 60 days prior to filing this Amendment.
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(e)
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The Reporting Persons ceased to be beneficial owners of more than 5% of the Common Stock on May 30, 2017.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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7.10
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Agreement and Plan of Merger by and between First Interstate BancSystem, Inc. and Cascade Bancorp, dated as of November 17, 2016 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by
Cascade Bancorp with the U.S. Securities and Exchange Commission on November 17, 2016).
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CUSIP No. 147154108
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Schedule 13D/A
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Page
10
of 11 Pages
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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
Amendment is true, complete and correct.
Dated as of June 1, 2017
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Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its General Partner
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By:
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/S/ ANDREW C. GOLDBERG
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Name:
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Andrew C. Goldberg
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Title:
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Vice President, General Counsel and Secretary
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Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its General Partner
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By:
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/S/ ANDREW C. GOLDBERG
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Name:
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Andrew C. Goldberg
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Title:
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Vice President, General Counsel and Secretary
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GEI Capital V, LLC
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By:
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/S/ ANDREW C. GOLDBERG
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Name:
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Andrew C. Goldberg
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Title:
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Vice President, General Counsel and Secretary
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Green V Holdings, LLC
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By:
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/S/ ANDREW C. GOLDBERG
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Name:
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Andrew C. Goldberg
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Title:
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Vice President, General Counsel and Secretary
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Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
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By:
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/S/ ANDREW C. GOLDBERG
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Name:
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Andrew C. Goldberg
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Title:
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Vice President, General Counsel and Secretary
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CUSIP No. 147154108
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Schedule 13D/A
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Page
11
of 11 Pages
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LGP Management, Inc.
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By:
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/S/ ANDREW C. GOLDBERG
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Name:
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Andrew C. Goldberg
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Title:
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Vice President, General Counsel and Secretary
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