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. ☐
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) ☒
|
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)
15.0%1
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
1
|
Based on 76,262,497 shares of Common Stock of the Company outstanding as of November 2, 2016, as reported by the Company in its Quarterly Report on Form 10-Q filed on November 4, 2016.
|
2
|
|
|
|
|
|
|
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) ☒
|
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)
Less than 0.1%2
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
2
|
Based on 76,262,497 shares of Common Stock of the Company outstanding as of November 2, 2016, as reported by the Company in its Quarterly Report on Form 10-Q filed on November 4, 2016.
|
3
|
|
|
|
|
|
|
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) ☒
|
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)
15.0%3
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
3
|
Based on 76,262,497 shares of Common Stock of the Company outstanding as of November 2, 2016, as reported by the Company in its Quarterly Report on Form 10-Q filed on November 4, 2016.
|
4
|
|
|
|
|
|
|
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) ☒
|
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)
15.0%4
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
4
|
Based on 76,262,497 shares of Common Stock of the Company outstanding as of November 2, 2016, as reported by the Company in its Quarterly Report on Form 10-Q filed on November 4, 2016.
|
5
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Lightyear Capital II, LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
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
27,661
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
27,661
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,661
|
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%5
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
5
|
Based on 76,262,497 shares of Common Stock of the Company outstanding as of November 2, 2016, as reported by the Company in its Quarterly Report on Form 10-Q filed on November 4, 2016.
|
6
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Lightyear Capital LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
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
27,661
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
27,661
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,661
|
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%6
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
6
|
Based on 76,262,497 shares of Common Stock of the Company outstanding as of November 2, 2016, as reported by the Company in its Quarterly Report on Form 10-Q filed on November 4, 2016.
|
7
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
LY Holdings, LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
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)
15.0%7
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
7
|
Based on 76,262,497 shares of Common Stock of the Company outstanding as of November 2, 2016, as reported by the Company in its Quarterly Report on Form 10-Q filed on November 4, 2016.
|
8
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Mark F. Vassallo
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
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
11,496,411
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
11,496,411
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,496,411
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
15.1%8
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
8
|
Based on 76,262,497 shares of Common Stock of the Company outstanding as of November 2, 2016, as reported by the Company in its Quarterly Report on Form 10-Q filed on November 4, 2016.
|
9
This Amendment No. 3 supplements and amends the Statement on Schedule 13D filed on February 4, 2011
(the Original Schedule 13D, as amended by Amendment No. 1 filed on October 25, 2013 and Amendment No. 2 filed on January 14, 2014, as amended, the Schedule 13D) 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),
(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) LY Holdings, LLC, a Delaware limited liability company (LY Holdings), (6) Mr. Mark F. Vassallo, an individual, (7) Lightyear Capital II, LLC, a Delaware limited
liability company (Lightyear Capital II), and (8) Lightyear Capital LLC, a Delaware limited liability company (Lightyear Capital) (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. 3 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 Schedule 13D.
Item 3.
Source and Amount of Funds or Other
Consideration
The information set forth in Item 5 hereof is incorporated by reference into this Item 3.
Item 4.
Purpose of Transaction
Item 4 of the
Schedule 13D is amended and supplemented by adding the following paragraphs at the end thereof:
Merger Agreement
On November 17, 2016, the Company entered into an Agreement and Plan of Merger (the FIBK Merger Agreement) with First
Interstate BancSystem, Inc. (FIBK). Subject to the terms and conditions of the FIBK Merger Agreement, the Company will merge with and into FIBK (the FIBK Merger), with FIBK being the surviving corporation. Immediately
following the consummation of the FIBK Merger, Bank of the Cascades, a wholly owned subsidiary of the Company, will merge with and into First Interstate Bank, a wholly owned subsidiary of FIBK, with First Interstate Bank being the surviving bank.
Under the FIBK Merger Agreement, at the effective time of the FIBK Merger, each outstanding share of the Companys common stock (except for the Cancelled Shares (as defined in the FIBK Merger Agreement)) will be converted into the right to
receive (i) 0.14864 shares of FIBKs Class A common stock and (ii) $1.91 in cash, without interest, with any fractional shares paid in cash. Completion of the FIBK Merger is subject to certain conditions, including, among others, the
approval of the FIBK Merger Agreement by the Companys stockholders.
Voting Agreement
On November 17, 2016, Lightyear Fund II,
Co-Invest
and Lightyear Capital (the
Investors) entered into a voting agreement, (the FIBK Voting Agreement), pursuant to which the Investors agreed, solely in their capacity as stockholders of the Company and not in any other capacity, to among other things,
(i) to vote their shares of Common Stock in favor of the approval of the FIBK Merger Agreement and the transactions contemplated thereby and (ii) without the prior written consent of FIBK, not to transfer any of their shares of Common
Stock prior to the FIBK Merger except for certain limited purposes described in the FIBK Voting Agreement.
In addition, the Investors
agreed, pursuant to the FIBK Voting Agreement, not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in the FIBK Voting
Agreement. The FIBK Voting Agreement will terminate automatically under the circumstances set forth in the FIBK Voting Agreement, including in the event that the FIBK Merger Agreement is terminated for any reason in accordance with its terms.
10
The foregoing summaries of the FIBK Merger Agreement and FIBK Voting Agreement do not purport to be complete and
are subject to, and qualified in their entirety by, reference to such agreements, which are filed as Exhibits 14 and 15 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 and LY Holdings may be deemed to be the beneficial owners 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, May 28, 2013, June 11, 2014, June 10, 2015 and
May 26, 2016 in respect of director compensation to Mr. Chris Casciato, Lightyear Capital II and Lightyear Capital may be deemed to be the beneficial owners of 27,661 shares of Common Stock. Mr. Vassallo may be deemed to be the
beneficial owner of 11,496,411 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 76,262,497 shares of Common Stock of the Company outstanding as of November 2, 2016, as reported by the Company in its Quarterly
Report on Form
10-Q
filed on November 4, 2016: (1) the shares of Common Stock owned by Lightyear Fund II represent approximately 15.0% of the issued and outstanding shares of Common Stock,
(2) the shares of Common Stock owned by
Co-Invest
represent less than 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 15.1% of the issued and outstanding shares of Common Stock. This
Schedule 13D is filed on behalf of the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(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, LY Holdings and Mr. Vassallo 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. Vassallo
could be deemed to have shared voting or dispositive power over the shares owned by Lightyear Capital II.
(c) None of the Reporting Persons has effected
any transaction in any shares of Common Stock during the past 60 days.
(d) Not applicable.
(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. 3 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:
|
14.
|
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 the Company on November 17, 2016).
|
|
15.
|
Form of Voting Agreement, dated as of November 17, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K
filed by the Company on November 17,
2016).
|
|
16.
|
Power of Attorney appointing Ellan Ben-Hayon and Lori Forlano as
Attorney-in-Fact.
|
11
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:
|
|
LY Holdings, LLC, its managing member
|
|
|
By:
|
|
/s/ Ellan Ben-Hayon
|
Name:
|
|
Ellan Ben-Hayon
|
Title:
|
|
Vice President
|
|
LIGHTYEAR
CO-INVEST
PARTNERSHIP II, L.P.
|
|
|
By:
|
|
Lightyear Fund II GP Holdings, LLC, its general partner
|
|
|
By:
|
|
LY Holdings, LLC, its managing member
|
|
|
By:
|
|
/s/ Ellan Ben-Hayon
|
Name:
|
|
Ellan Ben-Hayon
|
Title:
|
|
Vice President
|
|
LIGHTYEAR FUND II GP, L.P.
|
|
|
By:
|
|
Lightyear Fund II GP Holdings, LLC, its general partner
|
|
|
By:
|
|
LY Holdings, LLC, its managing member
|
|
|
By:
|
|
/s/ Ellan Ben-Hayon
|
Name:
|
|
Ellan Ben-Hayon
|
Title:
|
|
Vice President
|
|
LIGHTYEAR FUND II GP HOLDINGS, LLC
|
|
|
By:
|
|
LY Holdings, LLC, its managing member
|
|
|
By:
|
|
/s/ Ellan Ben-Hayon
|
Name:
|
|
Ellan Ben-Hayon
|
Title:
|
|
Vice President
|
12
|
|
|
LY HOLDINGS, LLC
|
|
|
By:
|
|
/s/ Ellan Ben-Hayon
|
Name:
|
|
Ellan Ben-Hayon
|
Title:
|
|
Vice President
|
|
LIGHTYEAR CAPITAL II, LLC
|
|
|
By:
|
|
/s/ Ellan Ben-Hayon
|
Name:
|
|
Ellan Ben-Hayon
|
Title:
|
|
Vice President
|
|
LIGHTYEAR CAPITAL LLC
|
|
|
By:
|
|
/s/ Ellan Ben-Hayon
|
Name:
|
|
Ellan Ben-Hayon
|
Title:
|
|
Managing Director & Chief Financial Officer
|
|
MARK F. VASSALLO, an individual
|
|
|
By:
|
|
/s/ Ellan Ben-Hayon
|
Name:
|
|
Ellan Ben-Hayon
|
Title:
|
|
Attorney-in-Fact
|
Dated: December 22, 2016
13
EXHIBIT LIST TO AMENDMENT NO. 3
|
14.
|
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 the Company on November 17, 2016).
|
|
15.
|
Form of Voting Agreement, dated as of November 17, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K
filed by the Company on November 17,
2016).
|
|
16.
|
Power of Attorney appointing Ellan Ben-Hayon and Lori Forlano as
Attorney-in-Fact.
|
14