UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Cascade Bancorp
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
147154108
(CUSIP Number)
Lightyear Fund II, L.P.
9 West 57th Street, 31st Floor
New York, New York 10019
(212) 328-0555
Copies to:
Caroline B. Gottschalk, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 22, 2013
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. | Names of Reporting Persons.
Lightyear Fund II, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check 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
11,438,500 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
11,438,500 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,438,500 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
24.0%1 | |||||
14. | Type of Reporting Person (See Instructions)
PN |
1 | Based on 47,595,370 shares of Common Stock of the Company outstanding as of August 6, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 9, 2013. |
1. | Names of Reporting Persons.
Lightyear Co-Invest Partnership II, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check 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
30,250 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
30,250 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
30,250 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.1%2 | |||||
14. | Type of Reporting Person (See Instructions)
PN |
2 | Based on 47,595,370 shares of Common Stock of the Company outstanding as of August 6, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 9, 2013. |
1. | Names of Reporting Persons.
Lightyear Fund II GP, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check 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
11,438,500 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
11,438,500 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,438,500 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
24.0%3 | |||||
14. | Type of Reporting Person (See Instructions)
PN |
3 | Based on 47,595,370 shares of Common Stock of the Company outstanding as of August 6, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 9, 2013. |
1. | Names of Reporting Persons.
Lightyear Fund II GP Holdings, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check 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 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
11,468,750 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,468,750 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
24.1%4 | |||||
14. | Type of Reporting Person (See Instructions)
OO |
4 | Based on 47,595,370 shares of Common Stock of the Company outstanding as of August 6, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 9, 2013. |
1. | Names of Reporting Persons.
Marron & Associates, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check 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 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
11,468,750 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,468,750 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
24.1%5 | |||||
14. | Type of Reporting Person (See Instructions)
OO |
5 | Based on 47,595,370 shares of Common Stock of the Company outstanding as of August 6, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 9, 2013. |
1. | Names of Reporting Persons.
Chestnut Venture Holdings, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check 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 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
11,468,750 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,468,750 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
24.1%6 | |||||
14. | Type of Reporting Person (See Instructions)
OO |
6 | Based on 47,595,370 shares of Common Stock of the Company outstanding as of August 6, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 9, 2013. |
1. | Names of Reporting Persons.
Lightyear Capital II, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check 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
12,466 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
12,466 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,466 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
Less than 0.1%7 | |||||
14. | Type of Reporting Person (See Instructions)
OO |
7 | Based on 47,595,370 shares of Common Stock of the Company outstanding as of August 6, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 9, 2013. |
1. | Names of Reporting Persons.
Lightyear Capital LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check 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
12,466 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
12,466 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,466 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
Less than 0.1%8 | |||||
14. | Type of Reporting Person (See Instructions)
OO |
8 | Based on 47,595,370 shares of Common Stock of the Company outstanding as of August 6, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 9, 2013. |
1. | Names of Reporting Persons.
Donald B. Marron | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
11,481,216 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
11,481,216 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,481,216 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
24.1%9 | |||||
14. | Type of Reporting Person (See Instructions)
IN |
9 | Based on 47,595,370 shares of Common Stock of the Company outstanding as of August 6, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 9, 2013. |
This Amendment No. 1 supplements and amends the Statement on Schedule 13D (the Original Schedule 13D and together with Amendment No. 1, the Schedule 13D) filed on February 4, 2011 and is being filed by (1) Lightyear Fund II, L.P., a Delaware limited partnership (Lightyear Fund II), (2) Lightyear Co-Invest Partnership II, L.P., a Delaware limited partnership (Co-Invest and, together with Lightyear Fund II, the Lightyear Voting Parties and each a Lightyear Voting Party), (3) Lightyear Fund II GP, L.P., a Delaware limited partnership (Lightyear Fund II GP), (4) Lightyear Fund II GP Holdings, LLC, a Delaware limited liability company (Lightyear Fund II GP Holdings), (5) Marron & Associates, LLC, a Delaware limited liability company (Marron & Associates), (6) Chestnut Venture Holdings, LLC, a Delaware limited liability company (Chestnut Venture Holdings), (7) Lightyear Capital II, LLC, a Delaware limited liability company (Lightyear Capital II), (8) Lightyear Capital LLC, a Delaware limited liability company (Lightyear Capital), and (9) Mr. Donald B. Marron, an individual (collectively, the Reporting Persons), relating to the Common Stock, no par value (the Common Stock), of Cascade Bancorp, an Oregon corporation (the Company). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Original Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is amended and restated to read in its entirety as follows:
(a) (c)This statement is being filed jointly by the Reporting Persons.
Lightyear Fund II is a private investment firm that invests in leveraged buyouts, recapitalizations and growth capital opportunities. The address of the principal business and principal office of Lightyear Fund II is 9 West 57th Street, 31st Floor, New York, New York 10019.
Co-Invest is a private investment firm that invests in leveraged buyouts, recapitalizations and growth capital opportunities. The address of the principal business and principal office of Co-Invest is 9 West 57th Street, 31st Floor, New York, New York 10019.
Lightyear Fund II GP is the general partner of Lightyear Fund II. The principal business of Lightyear Fund II GP is acting as general partner of Lightyear Fund II. The address of the principal business and principal office of Lightyear Fund II GP is 9 West 57th Street, 31st Floor, New York, New York 10019.
Lightyear Fund II GP Holdings is the general partner of Lightyear Fund II GP and Co-Invest. The principal business of Lightyear Fund II GP Holdings is acting as general partner of Lightyear Fund II GP and Co-Invest. The address of the principal business and principal office of Lightyear Fund II GP Holdings is 9 West 57th Street, 31st Floor, New York, New York 10019.
The managing member of Lightyear Fund II GP Holdings is Marron & Associates. The principal business of Marron & Associates is acting as managing member of Lightyear Fund II GP Holdings. The address of the principal business and principal office of Marron & Associates is 9 West 57th Street, 31st Floor, New York, New York 10019.
The sole member of Marron & Associates is Chestnut Venture Holdings. The principal business of Chestnut Venture Holdings is acting as the sole member of Marron & Associates. The address of the principal business and principal office of Chestnut Venture Holdings is 9 West 57th Street, 31st Floor, New York, New York 10019.
Lightyear Capital II is an investment advisory firm. The address of the principal business and principal office of Lightyear Fund II is 9 West 57th Street, 31st Floor, New York, New York 10019.
The sole member of Lightyear Capital II is Lightyear Capital. Lightyear Capital is an investment advisory firm. The address of the principal business and principal office of Lightyear Capital is 9 West 57th Street, 31st Floor, New York, New York 10019.
The managing member of Chestnut Venture Holdings and Lightyear Capital is Mr. Donald B. Marron. The present principal occupation of Mr. Marron is as Chairman of Lightyear Capital. The business address of Mr. Marron is 9 West 57th Street, 31st Floor, New York, New York 10019. Mr. Marron is a United States citizen.
(d) (e) During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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 violations with respect to such laws.
(f) The citizenship of each of the Reporting Persons is set forth above in this Item 2.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended and supplemented by adding the following paragraphs as subsection (b) immediately following subsection (a):
Merger Agreement
On October 23, 2013, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) by and between the Company and Home Federal Bancorp, Inc. (Home), a Maryland corporation, by which Home will merge into the Company (the Merger). Pursuant to the Merger Agreement, the Company has agreed to issue 24,309,066 shares of Common Stock (subject to adjustment described in the Merger Agreement) (the Common Stock Issuance) as a portion of the aggregate merger consideration payable to shareholders of Home. The Merger is conditioned upon, among other things, an affirmative vote of the majority of the votes cast by holders of Common Stock approving the Common Stock Issuance.
Voting Agreements
As a condition of, and inducement to Home entering into, the Merger Agreement, the Lightyear Voting Parties each entered into a voting agreement with the Company (each, a Voting Agreement and together, the Voting Agreements) on October 22, 2013. Pursuant to the Voting Agreements, each Lightyear Voting Party has agreed to vote all the shares of Common Stock over which it has sole or shared voting power to approve the Common Stock Issuance. Each Lightyear Voting Party has additionally agreed, except under certain limited circumstances, not to sell or otherwise dispose of Common Stock until after the meeting of Company shareholders to vote on the Common Stock Issuance. The obligations of the Lightyear Voting Parties under the Voting Agreements terminate concurrently with any termination of the Merger Agreement; provided, however, that in the event of a withdrawal or change of recommendation by the Board or any committee thereof with respect to the Common Stock Issuance or the transactions contemplated by the Merger Agreement, the number of shares of Common Stock subject to such Voting Agreement shall be reduced pro rata with respect to all other shares of Common Stock subject to voting agreements in connection with the Merger such that the total number of shares of Common Stock subject to voting agreements in connection with the Merger shall equal 40% of the total issued and outstanding shares of Common Stock.
The foregoing descriptions of the Merger Agreement and each Voting Agreement contained in this Amendment No. 1 do not purport to be complete and are subject to, and qualified in their entirety by, reference to such agreements, which are filed Exhibits 10, 11 and 12 hereto.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated to read in its entirety as follows:
(a) Lightyear Fund II and Lightyear Fund II GP may be deemed to be the beneficial owners of 11,438,500 shares of Common Stock and Co-Invest may be deemed to be the beneficial owner of 30,250 shares of Common Stock. Lightyear Fund II GP Holdings, Marron & Associates and Chestnut Venture Holdings may be deemed to be the beneficial owner of 11,468,750 shares of Common Stock owned by Lightyear Fund II and Co-Invest. As a result of grants of restricted shares to Lightyear Capital II on May 9, 2011, May 9, 2012 and May 28, 2013, in respect of director compensation to Mr. Chris Casciato, Lightyear Capital may be deemed to be the beneficial owner of 12,466 shares of Common Stock. Mr. Marron may be deemed to be the beneficial owner of 11,481,216 shares of Common Stock owned by Lightyear Fund II, Co-Invest and Lightyear Capital II. The filing of this statement on Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this statement. Based upon 47,595,370 shares of Common Stock of the Company outstanding as of August 6, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 9, 2013: (1) the shares of Common Stock owned by Lightyear Fund II represent approximately 24.0% of the issued and outstanding shares of Common Stock, (2) the shares of Common Stock owned by Co-Invest represent approximately 0.1% of the issued and outstanding shares of Common Stock, (3) the shares of Common Stock owned by Lightyear Capital II represent less than 0.1% of the issued and outstanding shares of Common Stock and (4) the shares of Common Stock owned in the aggregate by the Reporting Persons represent approximately 24.1% of the issued and outstanding shares of Common Stock.
(b) Lightyear Fund II GP could be deemed to have shared voting or dispositive power over the shares owned by Lightyear Fund II. Each of Lightyear Fund II GP Holdings, Marron & Associates, Chestnut Venture Holdings and Mr. Marron could be deemed to have shared voting or dispositive power over the shares owned by Lightyear Fund II and Co-Invest. Each of Lightyear Capital and Mr. Marron could be deemed to have shared voting or dispositive power over the shares owned by Lightyear Capital II.
(c) Except as set forth in Item 4 with respect to the entry into the Voting Agreement, none of the Reporting Persons has effected any transaction in any shares of Common Stock during the past 60 days.
(d) (e) Not applicable.
Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is amended and supplemented by adding the information contained in Item 4 of this Amendment No. 1 immediately before the final paragraph of Item 6.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following additional exhibits:
9. | Joint Filing Agreement, dated October 25, 2013 |
10. | Agreement and Plan of Merger by and between the Company and Home Federal Bancorp, Inc. dated October 23, 2013 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 24, 2013) |
11. | Voting Agreement between Lightyear Fund II, L.P. and the Company, dated October 22, 2013 (filed herewith) |
12. | Voting Agreement between Lightyear Co-Invest Partnership II, L.P. and the Company, dated October 22, 2013 (filed herewith) |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
LIGHTYEAR FUND II, L.P. | ||
By: | Lightyear Fund II GP, L.P., its general partner | |
By: | Lightyear Fund II GP Holdings, LLC, its general partner | |
By: | Marron & Associates, LLC, its managing member | |
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory | |
LIGHTYEAR CO-INVEST PARTNERSHIP II, L.P. | ||
By: | Lightyear Fund II GP Holdings, LLC, its general partner | |
By: | Marron & Associates, LLC, its managing member | |
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory | |
LIGHTYEAR FUND II GP, L.P. | ||
By: | Lightyear Fund II GP Holdings, LLC, its general partner | |
By: | Marron & Associates, LLC, its managing member | |
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory | |
LIGHTYEAR FUND II GP HOLDINGS, LLC | ||
By: | Marron & Associates, LLC, its managing member | |
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory |
MARRON & ASSOCIATES, LLC | ||
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Vice President | |
CHESTNUT VENTURE HOLDINGS, LLC | ||
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Vice President | |
LIGHTYEAR CAPITAL II, LLC | ||
/s/ Timothy J. Kacani | ||
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory | |
LIGHTYEAR CAPITAL LLC | ||
/s/ Timothy J. Kacani | ||
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory | |
DONALD B. MARRON, an individual | ||
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Attorney-in-Fact |
Dated: October 25, 2013
Exhibit 9
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock of Cascade Bancorp and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing.
The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other parties, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 25th day of October, 2013.
LIGHTYEAR FUND II, L.P. | ||
By: | Lightyear Fund II GP, L.P., its general partner | |
By: | Lightyear Fund II GP Holdings, LLC, its general partner | |
By: | Marron & Associates, LLC, its managing member | |
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory | |
LIGHTYEAR CO-INVEST PARTNERSHIP II, L.P. | ||
By: | Lightyear Fund II GP Holdings, LLC, its general partner | |
By: | Marron & Associates, LLC, its managing member | |
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory |
LIGHTYEAR FUND II GP, L.P. | ||
By: | Lightyear Fund II GP Holdings, LLC, its general partner | |
By: | Marron & Associates, LLC, its managing member | |
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory | |
LIGHTYEAR FUND II GP HOLDINGS, LLC | ||
By: | Marron & Associates, LLC, its managing member | |
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory | |
MARRON & ASSOCIATES, LLC | ||
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Vice President | |
CHESTNUT VENTURE HOLDINGS, LLC | ||
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Vice President | |
LIGHTYEAR CAPITAL II, LLC | ||
/s/ Timothy J. Kacani | ||
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory | |
LIGHTYEAR CAPITAL LLC | ||
/s/ Timothy J. Kacani | ||
Name: | Timothy J. Kacani | |
Title: | Authorized Signatory | |
DONALD B. MARRON, an individual | ||
By: | /s/ Timothy J. Kacani | |
Name: | Timothy J. Kacani | |
Title: | Attorney-in-Fact |
Exhibit 11
October 22, 2013
Cascade Bancorp
1100 N.W. Wall Street
Bend, Oregon 97701
Ladies and Gentlemen:
Cascade Bancorp (Cascade) and Home Federal Bancorp, Inc. (Home) have entered into an Agreement and Plan of Merger dated as of October , 2013 (the Agreement) pursuant to which, among other things, and subject to the terms and conditions set forth therein, (a) Home will be merged with and into Cascade (the Merger); and (b) the shareholders of Home will receive cash and Cascade common stock from Cascade as stated in the Agreement.
Home has requested, as a condition to its execution and delivery to Cascade of the Agreement, that selected shareholders of Cascade execute and deliver to Home a voting agreement (each a Voting Agreement).
The undersigned, being a shareholder of Cascade, in order to induce Home to execute and deliver to Cascade the Agreement, and intending to be legally bound, hereby irrevocably:
(a) Agrees to be present (in person or by proxy) at all meetings of shareholders of Cascade called to vote for approval of the issuance of Cascade common stock pursuant to the Agreement so that all shares of common stock of Cascade over which the undersigned now, or at the time of any such shareholder meeting, has sole or shared voting power (as set forth on Exhibit A hereto) will be counted for the purpose of determining the presence of a quorum at such meetings and to vote, or cause to be voted, all such shares, except shares as to which the undersigned has ownership or voting control in a fiduciary capacity, in favor of approval of the issuance of Cascade common stock pursuant to the Agreement or otherwise in favor of the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the Board of Directors of Cascade);
(b) Agrees not to sell, transfer or otherwise dispose of any common stock of Cascade until after the meeting of Cascade shareholders to vote on the issuance of Cascade common stock pursuant to the Agreement, except for transfers to charities, charitable trusts, or other charitable organizations under Section 50l(c)(3) of the Internal Revenue Code of 1986, as amended, lineal descendants or a spouse of the undersigned, or to a trust or other entity for the benefit of one or more of the foregoing persons, provided that the transferee agrees in writing to be bound by the terms of this Voting Agreement; and
(c) Represents that the undersigned has the capacity to enter into this Voting Agreement and that it is a valid and binding obligation enforceable against the undersigned in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors rights and general equitable principles.
Nothing herein shall impose any obligation on the undersigned to take any action or omit to take any action in the undersigneds or any of its affiliates or associates capacity as a member of the Board of Directors or as an officer of Cascade. This Voting Agreement is being entered into by the undersigned solely in his or her capacity as a shareholder of Cascade.
The obligations set forth herein shall terminate concurrently with any termination of the Agreement; provided, however, that in the event of a withdrawal or change of recommendation by the Board of Directors (or any committee thereof) of Cascade with respect to the issuance of Cascade common stock pursuant to the Agreement or the transactions contemplated thereby (the Transaction), the number of shares of Cascade common stock subject to this Agreement shall be reduced pro rata with respect to all other shares of Cascade common stock subject to voting agreements in connection with the Transaction such that the total number of shares of Cascade common stock that is subject to voting agreements in connection with the Transaction shall be equal to 40% of the total number of issued and outstanding shares of Cascade common stock.
The undersigned intends to be legally bound hereby.
Sincerely, | ||
Lightyear Fund II, L.P. | ||
By: Lightyear Fund II GP, L.P. | ||
By: Lightyear Fund II GP Holdings, LLC | ||
By: | /s/ Timothy Kacani | |
Name: Timothy Kacani | ||
Its: Authorized Signatory |
EXHIBIT A
Number of shares as to which this Voting Agreement is subject as of the date hereof because the party hereto has sole or shared voting power and excluding shares for which the ownership or voting control are held in a fiduciary capacity:
11,438,500
Exhibit 12
October 22, 2013
Cascade Bancorp
1100 N.W. Wall Street
Bend, Oregon 97701
Ladies and Gentlemen:
Cascade Bancorp (Cascade) and Home Federal Bancorp, Inc. (Home) have entered into an Agreement and Plan of Merger dated as of October , 2013 (the Agreement) pursuant to which, among other things, and subject to the terms and conditions set forth therein, (a) Home will be merged with and into Cascade (the Merger); and (b) the shareholders of Home will receive cash and Cascade common stock from Cascade as stated in the Agreement.
Home has requested, as a condition to its execution and delivery to Cascade of the Agreement, that selected shareholders of Cascade execute and deliver to Home a voting agreement (each a Voting Agreement).
The undersigned, being a shareholder of Cascade, in order to induce Home to execute and deliver to Cascade the Agreement, and intending to be legally bound, hereby irrevocably:
(a) Agrees to be present (in person or by proxy) at all meetings of shareholders of Cascade called to vote for approval of the issuance of Cascade common stock pursuant to the Agreement so that all shares of common stock of Cascade over which the undersigned now, or at the time of any such shareholder meeting, has sole or shared voting power (as set forth on Exhibit A hereto) will be counted for the purpose of determining the presence of a quorum at such meetings and to vote, or cause to be voted, all such shares, except shares as to which the undersigned has ownership or voting control in a fiduciary capacity, in favor of approval of the issuance of Cascade common stock pursuant to the Agreement or otherwise in favor of the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the Board of Directors of Cascade);
(b) Agrees not to sell, transfer or otherwise dispose of any common stock of Cascade until after the meeting of Cascade shareholders to vote on the issuance of Cascade common stock pursuant to the Agreement, except for transfers to charities, charitable trusts, or other charitable organizations under Section 50l(c)(3) of the Internal Revenue Code of 1986, as amended, lineal descendants or a spouse of the undersigned, or to a trust or other entity for the benefit of one or more of the foregoing persons, provided that the transferee agrees in writing to be bound by the terms of this Voting Agreement; and
(c) Represents that the undersigned has the capacity to enter into this Voting Agreement and that it is a valid and binding obligation enforceable against the undersigned in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors rights and general equitable principles.
Nothing herein shall impose any obligation on the undersigned to take any action or omit to take any action in the undersigneds or any of its affiliates or associates capacity as a member of the Board of Directors or as an officer of Cascade. This Voting Agreement is being entered into by the undersigned solely in his or her capacity as a shareholder of Cascade.
The obligations set forth herein shall terminate concurrently with any termination of the Agreement; provided, however, that in the event of a withdrawal or change of recommendation by the Board of Directors (or any committee thereof) of Cascade with respect to the issuance of Cascade common stock pursuant to the Agreement or the transactions contemplated thereby (the Transaction), the number of shares of Cascade common stock subject to this Agreement shall be reduced pro rata with respect to all other shares of Cascade common stock subject to voting agreements in connection with the Transaction such that the total number of shares of Cascade common stock that is subject to voting agreements in connection with the Transaction shall be equal to 40% of the total number of issued and outstanding shares of Cascade common stock.
The undersigned intends to be legally bound hereby.
Sincerely, | ||
Lightyear Co-Invest Partnership II, L.P. | ||
By: Lightyear Fund II GP Holdings, LLC | ||
By: | /s/ Timothy Kacani | |
Name: Timothy Kacani | ||
Its: Authorized Signatory |
EXHIBIT A
Number of shares as to which this Voting Agreement is subject as of the date hereof because the party hereto has sole or shared voting power and excluding shares for which the ownership or voting control are held in a fiduciary capacity:
30,250