0001209191-14-029568.txt : 20140428 0001209191-14-029568.hdr.sgml : 20140428 20140428193713 ACCESSION NUMBER: 0001209191-14-029568 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140418 FILED AS OF DATE: 20140428 DATE AS OF CHANGE: 20140428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landy Joseph P. CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790897 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: LANDY JOSEPH DATE OF NAME CHANGE: 20030225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790898 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790899 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO. CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790900 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS & CO DATE OF NAME CHANGE: 19940901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X Partners, L.P. CENTRAL INDEX KEY: 0001451560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790903 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS X PARTNERS, L.P. DATE OF NAME CHANGE: 20081208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X, L.P. CENTRAL INDEX KEY: 0001414561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790904 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790905 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 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: Warburg Pincus X LLC CENTRAL INDEX KEY: 0001414564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790902 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 14790901 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-04-18 0 0001077771 UMPQUA HOLDINGS CORP UMPQ 0001414565 Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001414561 Warburg Pincus X, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001451560 Warburg Pincus X Partners, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001414564 Warburg Pincus X LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0000929408 WARBURG PINCUS & CO. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001162870 WARBURG PINCUS LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock 21636286 I See Footnotes Warrant (the "Warrant") 12.88 2010-10-21 2017-08-26 Common Stock 2473278 I See Footnotes On April 18, 2014, pursuant to the Merger Agreement (the "Merger Agreement"), dated September 11, 2013, between Sterling Financial Corporation ("Sterling") and Umpqua Holdings Corporation ("Umpqua"), each share of Sterling common stock was converted into the right to receive 1.671 shares of Common Stock and $2.18 in cash (the "Merger Consideration"). Represents shares of the Issuer held by the following entities: 20,965,560 by Warburg Pincus Private Equity X, L.P. ("WP Private Equity X") and 670,726 by Warburg Pincus X Partners, L.P. ("WP X Partners," and together with Private Equity X, "WP X"). By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Warburg Pincus X L.P., a Delaware limited partnership ("WP X LP"), and the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") and the general partner of WP X LP; Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners") and the sole member of WP X LLC; Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WP Partners; Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X; and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC, and may be deemed to be the beneficial owner of the shares of Common Stock held by WP X and the Warrant held by WP X. (Continued from footnote 3) Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy are a "Reporting Person," and collectively, the "Warburg Pincus Reporting Persons." Exercise price, as adjusted for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions. Represents warrants of the Issuer owned by the following entities which were received in connection with the merger: 1,434,235 by WP Private Equity X and 45,884 by WP X Partners. Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP X, herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock or the Warrant covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Stock and the Warrant, except to the extent of its or his pecuniary interest in such Common Stock or Warrant. See Exhibit 99.1 2014-04-28 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                  EXHIBIT 99.1
                         SIGNATURES OF REPORTING PERSONS

After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this Form 3 is true,
complete and correct.

April 28, 2014
                            WARBURG PINCUS PRIVATE EQUITY X, L.P.

                            By:    Warburg Pincus X, L.P., its general partner

                            By:    Warburg Pincus X LLC, its general partner

                            By:    Warburg Pincus Partners, LLC, its sole member

                            By:    Warburg Pincus & Co., its managing member

                            By:    /s/ Robert B. Knauss
                                   --------------------------------------------
                            Name:  Robert B. Knauss
                            Title: Partner


                            WARBURG PINCUS X PARTNERS, L.P.

                            By:    Warburg Pincus X, L.P., its general partner

                            By:    Warburg Pincus X LLC, its general partner

                            By:    Warburg Pincus Partners, LLC, its sole member

                            By:    Warburg Pincus & Co., its managing member

                            By:    /s/ Robert B. Knauss
                                   --------------------------------------------
                            Name:  Robert B. Knauss
                            Title: Partner


                            WARBURG PINCUS X, L.P.

                            By:    Warburg Pincus X LLC, its general partner

                            By:    Warburg Pincus Partners, LLC, its sole member

                            By:    Warburg Pincus & Co., its managing member

                            By:    /s/ Robert B. Knauss
                                   --------------------------------------------
                            Name:  Robert B. Knauss
                            Title: Partner


                            WARBURG PINCUS X LLC

                            By:    Warburg Pincus Partners, LLC, its sole member

                            By:    Warburg Pincus & Co., its managing member

                            By:    /s/ Robert B. Knauss
                                   --------------------------------------------
                            Name:  Robert B. Knauss
                            Title: Partner


                            WARBURG PINCUS PARTNERS, LLC

                            By:    Warburg Pincus & Co., its managing member

                            By:    /s/ Robert B. Knauss
                                   --------------------------------------------
                            Name:  Robert B. Knauss
                            Title: Partner


                            WARBURG PINCUS & CO.

                            By:    /s/ Robert B. Knauss
                                   --------------------------------------------
                            Name:  Robert B. Knauss
                            Title: Partner


                            WARBURG PINCUS LLC

                            By:    /s/ Robert B. Knauss
                                   --------------------------------------------
                            Name:  Robert B. Knauss
                            Title: Managing Director


                            CHARLES R. KAYE

                            By:    /s/ Robert B. Knauss
                                   --------------------------------------------
                                   Robert B. Knauss, Attorney-in-fact*


                            JOSEPH P. LANDY

                            By:    /s/ Robert B. Knauss
                                   --------------------------------------------
                                   Robert B. Knauss, Attorney-in-fact*


*   Power of Attorney given by Mr. Kaye and Mr. Landy was previously filed with
    the United States Securities and Exchange Commission on November 26, 2013 as
    an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity
    IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby
    incorporated by reference.