0001140361-14-017746.txt : 20140428 0001140361-14-017746.hdr.sgml : 20140428 20140428194801 ACCESSION NUMBER: 0001140361-14-017746 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140418 FILED AS OF DATE: 20140428 DATE AS OF CHANGE: 20140428 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UMPQUA HOLDINGS CORP CENTRAL INDEX KEY: 0001077771 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 931261319 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE SW COLUMBIA STREET STREET 2: SUITE 1200 CITY: PORTLAND STATE: OR ZIP: 97258 BUSINESS PHONE: 503-727-4100 MAIL ADDRESS: STREET 1: ONE SW COLUMBIA STREET STREET 2: SUITE 1200 CITY: PORTLAND STATE: OR ZIP: 97258 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Sterling Equity Investors, L.P. CENTRAL INDEX KEY: 0001606596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790935 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Parallel (DT) Fund VI, L.P. CENTRAL INDEX KEY: 0001429870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790937 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Parallel Fund VI, L.P. CENTRAL INDEX KEY: 0001375663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790938 BUSINESS ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Equity Fund VI, L.P. CENTRAL INDEX KEY: 0001375668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790939 BUSINESS ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Managers VI, LLC CENTRAL INDEX KEY: 0001604098 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790936 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790940 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 3 1 doc1.xml FORM 3 X0206 3 2014-04-18 0 0001077771 UMPQUA HOLDINGS CORP UMPQ 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 0 0 1 0 0001375668 Thomas H. Lee Equity Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 0 0 1 0 0001375663 Thomas H. Lee Parallel Fund VI, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001429870 Thomas H. Lee Parallel (DT) Fund VI, L.P. 100 FEDERAL STREET C/O THOMAS H. LEE PARTNERS, L.P. BOSTON MA 02110 0 0 1 0 0001604098 THL Managers VI, LLC C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 0 0 1 0 0001606596 THL Sterling Equity Investors, L.P. C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 0 0 1 0 Common Stock 21647448 I See footnotes Warrant 12.88 2010-10-21 2017-08-26 Common Stock 2473278 I See Footnotes See Exhibit 99.1 for text of footnote (1) See Exhibit 99.1 for text of footnote (2) See Exhibit 99.1 for text of footnote (3) See Exhibit 99.1 for text of footnote (4) See Exhibit 99.1 for text of footnote (5) See Exhibit 99.1 for text of footnote (6) Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. THOMAS H. LEE ADVISORS, LLC, By: THL Holdco, LLC its Managing Member, /s/ Charles P. Holden, Managing Director 2014-04-28 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS mm04-2814_umpq3e991.htm
Exhibit 99.1


Name and Address of Reporting Person:
Thomas H. Lee Advisors, LLC
 
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Issuer Name and Ticker or Trading Symbol:
Umpqua Holdings Corporation
   
Date of Event Requiring Statement
  
(Month/Day/Year):
April 18, 2014



Footnotes to Form 3
(1) This statement is being filed by the following Reporting Persons:  Thomas H. Lee Advisors, LLC (“THL Advisors”), THL Equity Advisors VI, LLC (“Equity Advisors”), Thomas H. Lee Equity Fund VI, L.P. (“THL Equity VI”), Thomas H. Lee Parallel Fund VI, L.P. (“Parallel Fund VI”), Thomas H. Lee Parallel (DT) Fund VI, L.P. (“DT Fund VI”), THL Sterling Equity Investors L.P. (“THL Sterling”; together with THL Equity VI, Parallel Fund VI, DT Fund VI, the “THL Funds”) and THL Managers VI, LLC (“THL Managers”).

THL Advisors is the general partner of Thomas H. Lee Partners, L.P., which in turn is the sole member of Equity Advisors, which in turn is the general partner of the THL Funds.  In addition, Thomas H. Lee Partners, L.P. is the managing member of THL Managers.

(2) Pursuant to the terms of the Agreement and Plan of Merger (“Merger Agreement”), dated September 11, 2013, by and between Sterling Financial Corporation (“Sterling”) and Umpqua Holdings Corporation (“Umpqua”), each of the shares of Sterling common stock held by the Reporting Persons was converted into the right to receive 1.671 shares of common stock, no par value per share of the Umpqua (“Common Stock”) and $2.18 in cash, without interest.

(3) Represents shares of the Issuer directly held by the following entities:  11,922,549 shares of Common Stock held by THL Equity VI, 8,073,324 shares of Common Stock held by Parallel Fund VI, 1,410,250 shares of Common Stock held by DT Fund VI, 230,170 shares of Common Stock held by THL Sterling and 11,155 shares of Common Stock held by THL Managers.

(4) Pursuant to the Merger Agreement, the warrants held by the Reporting Persons to purchase shares of Sterling common stock were converted into a Warrant exercisable, in whole or in part, for 2,473,278 shares of Umpqua Common Stock (along with $3,226,675 in cash), subject to adjustment for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions.  Assuming the pro-rata allocation of the Warrant among the holders thereof, based on their respective percentage ownership in Umpqua, the following number of shares of Common Stock would be issued to the following entities:  1,362,896 shares of Common Stock to THL Equity VI, 922,871 shares of Common Stock to Parallel Fund VI, 161,206 shares of Common Stock to DT Fund VI and 26,305 shares of Common Stock to THL Sterling.

(5) As such exercise price was adjusted pursuant to the terms of the Warrant and the Merger Agreement and will be adjusted for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions.

(6) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest.
 EX-99.2 3 misc2.htm MISCELLANEOUS EXHIBITS mm04-2814_umpq3e992.htm
Exhibit 99.2

Joint Filer Information


Name of Joint Filer:
THL Equity Advisors VI, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Umpqua Holdings Corporation
   
Date of Event Requiring Statement
  
(Month/Day/Year):
April 18, 2014
   
Designated Filer:
Thomas H. Lee Advisors, LLC
   

Signature:

THL EQUITY ADVISORS VI, LLC
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partners
 
By: THL Holdco, LLC, its Managing Member


By:
/s/  Charles P. Holden
  
 
Name:
Charles P. Holden
  
 
Title:
Managing Director
  

Dated:  April 28, 2014


 
1
 

Exhibit 99.2

Joint Filer Information


Name of Joint Filer:
Thomas H. Lee Equity Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Umpqua Holdings Corporation
   
Date of Event Requiring Statement
  
(Month/Day/Year):
April 18, 2014
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

THOMAS H. LEE EQUITY FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partners
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name:
Charles P. Holden
  
 
Title:
Managing Director
  

Dated:  April 28, 2014


 
2
 

Exhibit 99.2

Joint Filer Information


Name of Joint Filer:
Thomas H. Lee Parallel Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Umpqua Holdings Corporation
   
Date of Event Requiring Statement
  
(Month/Day/Year):
April 18, 2014
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THOMAS H. LEE PARALLEL FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name:
Charles P. Holden
  
 
Title:
Managing Director
  

Dated:  April 28, 2014


 
3
 

Exhibit 99.2

Joint Filer Information

(continued)



Name of Joint Filer:
Thomas H. Lee Parallel (DT) Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Umpqua Holdings Corporation
   
Date of Event Requiring Statement
  
(Month/Day/Year):
April 18, 2014
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name:
Charles P. Holden
  
 
Title:
Managing Director
  

Dated:  April 28, 2014


 
4
 

Exhibit 99.2

Joint Filer Information

(continued)



Name of Joint Filer:
THL Sterling Equity Investors L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Umpqua Holdings Corporation
   
Date of Event Requiring Statement
  
(Month/Day/Year):
April 18, 2014
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THL STERLING EQUITY INVESTORS L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name:
Charles P. Holden
  
 
Title:
Managing Director
  

Dated:  April 28, 2014

 
5
 

Exhibit 99.2

Joint Filer Information

(continued)




Name of Joint Filer:
THL Managers VI, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Umpqua Holdings Corporation
   
Date of Event Requiring Statement
  
(Month/Day/Year):
April 18, 2014
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THL MANAGERS VI, LLC
By: Thomas H. Lee Partners, L.P., its Managing Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name:
Charles P. Holden
  
 
Title:
Managing Director
  

Dated:  April 28, 2014

 
 
6