0001140361-14-028914.txt : 20140721 0001140361-14-028914.hdr.sgml : 20140721 20140721163808 ACCESSION NUMBER: 0001140361-14-028914 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140717 FILED AS OF DATE: 20140721 DATE AS OF CHANGE: 20140721 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 Managers VI, LLC CENTRAL INDEX KEY: 0001604098 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14984991 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: THL Sterling Equity Investors, L.P. CENTRAL INDEX KEY: 0001606596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14984992 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 Fund VI, L.P. CENTRAL INDEX KEY: 0001375663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14984994 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14984995 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 Equity Advisors VI, LLC CENTRAL INDEX KEY: 0001375547 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14984996 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 ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14984997 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 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14984993 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 4 1 doc1.xml FORM 4 X0306 4 2014-07-17 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 0001375547 THL Equity Advisors VI, 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 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 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 Common Stock 2014-07-17 4 J 0 622 0 A 21648070 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). 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 2014-07-21 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS mm07-2114_umpq4e991.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):
July 17, 2014


Footnotes to Form 4

(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. (“THL Partners”), which in turn is the sole member of Equity Advisors, which in turn is the general partner of the THL Funds.  In addition, THL Partners is the managing member of THL Managers.

(2)  Joshua D. Bresler was issued options to acquire shares of Sterling Financial Corporation (“Sterling”) for his service as a director of Sterling.  Such options were converted into options to acquire shares of the Issuer in connection with the April 2014 acquisition (by merger) of Sterling by the Issuer.  Mr. Bresler performed a cashless exercise of said options on July 10, 2014 and received 622 shares of the Issuer.  Pursuant to the operative agreements for THL Equity VI and THL Partners, any securities issued to persons serving as directors of portfolio companies of THL Equity VI (or their successors) are to be held by THL Managers, to the extent permitted by the portfolio company and/or the plan pursuant to which such securities were granted.  The acquisition of such 622 shares of the Issuer by the Reporting Persons from Mr. Bresler, for no consideration, as reported on this Form 4, are being effectuated as required by such operative agreements now that the restrictions on the shares have lapsed.

(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 11,777 shares of Common Stock held by THL Managers.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest.
 EX-99.2 3 misc2.htm MISCELLANEOUS EXHIBITS mm07-2114_umpq4e992.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):
July 17, 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:  July 21, 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):
July 17, 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:  July 21, 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):
July 17, 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:  July 21, 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):
July 17, 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:  July 21, 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):
July 17, 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:  July 21, 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):
July 17, 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:  July 21, 2014


 
6