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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
¨
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CUSIP No.
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|
859319303
|
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|
|
13D
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Page
2
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|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Warburg Pincus Private Equity X, 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)
N/A
|
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
14,385,404(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,385,404(1)(2)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,385,404(1)(2)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
|
(1)
|
The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.
|
(2)
|
Includes (i) 12,948,107 shares of common stock, no par value per share (Common Stock) and (ii) the warrant exercisable to purchase 1,437,297 shares of Common Stock (the Warrant).
|
(3)
|
Calculation based on 63,752,159 shares of Common Stock, which includes, as represented by Sterling Financial Corporation (Sterling) under the Agreement and Plan of Merger, dated as of September 11, 2013, by
and between Sterling and Umpqua Holdings Corporation, an Oregon corporation (Umpqua) (the Merger Agreement) (i) 62,314,862 shares of Common Stock issued and outstanding (not including shares held in treasury) as of September
5, 2013 and (ii) 1,437,297 shares of Common Stock reserved for issuance upon the exercise of the Warrant.
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CUSIP No.
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859319303
|
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|
13D
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Page
3
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|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Warburg Pincus X Partners, 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)
N/A
|
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
14,385,404(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,385,404(1)(2)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,385,404(1)(2)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
|
(1)
|
The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.
|
(2)
|
Includes (i) 12,948,107 shares of Common Stock, and (ii) the Warrant exercisable to purchase 1,437,297 shares of Common Stock.
|
(3)
|
Calculation based on 63,752,159 shares of Common Stock, which includes, as represented by Sterling under the Merger Agreement (i) 62,314,862 shares of Common Stock issued and outstanding (not including shares held in
treasury) as of September 5, 2013 and (ii) 1,437,297 shares of Common Stock reserved for issuance upon the exercise of the Warrant.
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CUSIP No.
|
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859319303
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13D
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Page
4
|
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|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Warburg Pincus X, 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)
N/A
|
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
14,385,404(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,385,404(1)(2)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,385,404(1)(2)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
|
(1)
|
The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.
|
(2)
|
Includes (i) 12,948,107 shares of Common Stock, and (ii) the Warrant exercisable to purchase 1,437,297 shares of Common Stock.
|
(3)
|
Calculation based on 63,752,159 shares of Common Stock, which includes, as represented by Sterling under the Merger Agreement (i) 62,314,862 shares of Common Stock issued and outstanding (not including shares held in
treasury) as of September 5, 2013 and (ii) 1,437,297 shares of Common Stock reserved for issuance upon the exercise of the Warrant.
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CUSIP No.
|
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859319303
|
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13D
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Page
5
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Warburg Pincus X 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)
N/A
|
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
14,385,404(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,385,404(1)(2)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,385,404(1)(2)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
|
(1)
|
The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.
|
(2)
|
Includes (i) 12,948,107 shares of Common Stock, and (ii) the Warrant exercisable to purchase 1,437,297 shares of Common Stock.
|
(3)
|
Calculation based on 63,752,159 shares of Common Stock, which includes, as represented by Sterling under the Merger Agreement (i) 62,314,862 shares of Common Stock issued and outstanding (not including shares held in
treasury) as of September 5, 2013 and (ii) 1,437,297 shares of Common Stock reserved for issuance upon the exercise of the Warrant.
|
|
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|
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|
CUSIP No.
|
|
859319303
|
|
|
|
13D
|
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Page
6
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Warburg Pincus Partners 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)
N/A
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
14,385,404(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,385,404(1)(2)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,385,404(1)(2)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
|
(1)
|
The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.
|
(2)
|
Includes (i) 12,948,107 shares of Common Stock, and (ii) the Warrant exercisable to purchase 1,437,297 shares of Common Stock.
|
(3)
|
Calculation based on 63,752,159 shares of Common Stock, which includes, as represented by Sterling under the Merger Agreement (i) 62,314,862 shares of Common Stock issued and outstanding (not including shares held in
treasury) as of September 5, 2013 and (ii) 1,437,297 shares of Common Stock reserved for issuance upon the exercise of the Warrant.
|
|
|
|
|
|
|
|
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|
CUSIP No.
|
|
859319303
|
|
|
|
13D
|
|
Page
7
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Warburg Pincus & Co.
|
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)
N/A
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
14,385,404(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,385,404(1)(2)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,385,404(1)(2)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
|
(1)
|
The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.
|
(2)
|
Includes (i) 12,948,107 shares of Common Stock, and (ii) the Warrant exercisable to purchase 1,437,297 shares of Common Stock.
|
(3)
|
Calculation based on 63,752,159 shares of Common Stock, which includes, as represented by Sterling under the Merger Agreement (i) 62,314,862 shares of Common Stock issued and outstanding (not including shares held in
treasury) as of September 5, 2013 and (ii) 1,437,297 shares of Common Stock reserved for issuance upon the exercise of the Warrant.
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
859319303
|
|
|
|
13D
|
|
Page
8
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Warburg Pincus 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)
N/A
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
14,385,404(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,385,404(1)(2)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,385,404(1)(2)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
|
(1)
|
The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.
|
(2)
|
Includes (i) 12,948,107 shares of Common Stock, and (ii) the Warrant exercisable to purchase 1,437,297 shares of Common Stock.
|
(3)
|
Calculation based on 63,752,159 shares of Common Stock, which includes, as represented by Sterling under the Merger Agreement (i) 62,314,862 shares of Common Stock issued and outstanding (not including shares held in
treasury) as of September 5, 2013 and (ii) 1,437,297 shares of Common Stock reserved for issuance upon the exercise of the Warrant.
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
859319303
|
|
|
|
13D
|
|
Page
9
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Charles R. Kaye
|
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)
N/A
|
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
14,385,404(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,385,404(1)(2)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,385,404(1)(2)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
|
(1)
|
The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.
|
(2)
|
Includes (i) 12,948,107 shares of Common Stock, and (ii) the Warrant exercisable to purchase 1,437,297 shares of Common Stock.
|
(3)
|
Calculation based on 63,752,159 shares of Common Stock, which includes, as represented by Sterling under the Merger Agreement (i) 62,314,862 shares of Common Stock issued and outstanding (not including shares held in
treasury) as of September 5, 2013 and (ii) 1,437,297 shares of Common Stock reserved for issuance upon the exercise of the Warrant.
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
859319303
|
|
|
|
13D
|
|
Page
10
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Joseph P. Landy
|
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)
N/A
|
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
14,385,404(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,385,404(1)(2)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,385,404(1)(2)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
|
(1)
|
The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.
|
(2)
|
Includes (i) 12,948,107 shares of Common Stock, and (ii) the Warrant exercisable to purchase 1,437,297 shares of Common Stock.
|
(3)
|
Calculation based on 63,752,159 shares of Common Stock, which includes, as represented by Sterling under the Merger Agreement (i) 62,314,862 shares of Common Stock issued and outstanding (not including shares held in
treasury) as of September 5, 2013, and (ii) 1,437,297 shares of Common Stock reserved for issuance upon the exercise of the Warrant.
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
859319303
|
|
|
|
13D
|
|
Page
11
|
This Amendment No. 2 (this Amendment No. 2) amends the Schedule 13D
(the Initial Statement) filed with the U.S. Securities and Exchange Commission (the SEC) on September 3, 2010, as amended and supplemented by amendment No. 1 (the Amendment No. 1), filed on
October 25, 2010 (the Initial Statement as amended and supplemented by the Amendment No. 1, the Amended Statement), and is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (together
with Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership, WP X), Warburg Pincus X, L.P., a Delaware limited partnership and the general partner of WP X (WP X LP), Warburg Pincus X LLC, a Delaware
limited liability company and the general partner of WP X LP (WP X LLC), Warburg Pincus Partners LLC, a New York limited liability company and the sole member of WP X LLC (WP Partners), Warburg Pincus & Co., a New
York general partnership and the managing member of WP Partners (WP), Warburg Pincus LLC, a New York limited liability company that manages WP X (WP LLC), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing
General Partner of WP and Managing Member and Co-President of WP LLC (each of the foregoing, a Reporting Person, and collectively, the Warburg Pincus Reporting Persons). Information in respect of each Warburg Pincus Reporting
Person is given solely by such Warburg Pincus Reporting Person and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Warburg Pincus Reporting Person. Capitalized terms used
herein which are not defined herein have the meanings given to them in the Initial Statement and any amendments thereto.
Except as
specifically amended by this Amendment No. 2, items in the Amended Statement are unchanged.
Item 4. Purpose of the Transaction
Item 4 of the Amended Statement is hereby amended and supplemented as follows:
On September 11, 2013, Sterling and Umpqua Holdings Corporation, an Oregon corporation (Umpqua), entered into the Agreement
and Plan of Merger (the Merger Agreement), pursuant to which (i) Sterling will, subject to the terms and conditions set forth therein, merge with and into Umpqua (the Merger), with Umpqua as the surviving corporation in
the Merger, (ii) each share of Common Stock shall be converted into the right to receive 1.671 shares of the common stock, no par value per share, of Umpqua and $2.18 in cash, and (iii) the Warrant shall automatically cease to represent a warrant to
purchase shares of Common Stock and will be converted into a warrant exercisable for the merger consideration into which the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the date and time when the Merger becomes
effective (the Effective Time) would have been entitled to receive upon consummation of the Merger and Umpqua will assume the Warrant subject to its terms, as so adjusted.
In connection with the Merger Agreement, WP X entered into the Investor Letter Agreement, dated as of September 11, 2013, by and among WP
X, Umpqua and Sterling (the Investor Letter Agreement), which provides, among other things, that (a) WP X agrees to vote all shares of Common Stock beneficially owned by WP X and entitled to vote at Sterlings shareholder
meeting in favor of approval and adoption of the Merger Agreement and the transactions contemplated thereby (including the Merger) unless the Board shall have changed its recommendation or other events shall have occurred, (b) WP X agrees that
it will not, directly or indirectly, solicit or take any other action designed to facilitate any offer that is reasonably likely to lead to any acquisition proposal of Sterling, (c) Sterling and WP X agree to amend, effective upon the Effective
Time, certain provisions of the Investment Agreement (the Investment Agreement as amended and as further amended by such amendment, the Amended Investment Agreement) as summarized below, and (d) Umpqua (as the surviving corporation
in the Merger) agrees to fully perform the provisions of the Amended Investment Agreement applicable to Sterling from and after the Effective Time.
Pursuant to the Investor Letter Agreement, from and after the Effective Time, the following provisions of the Investment Agreement shall be
amended: (w) WP X will no longer have the right to appoint a non-voting Board observer to attend meetings of the Board, (x) WP X will no longer be subject to the standstill provision, (y) WP X will no longer be subject to the transfer
restrictions set forth in Section 4.19 of the Investment Agreement, and (z) certain of WP Xs registration rights shall be amended. These amendments shall be effective, and shall relate to, WP Xs interests in Umpqua (as the
surviving corporation in the Merger) effective upon the Effective Time and shall not affect WP Xs interests in Sterling.
The
foregoing description of the Investor Letter Agreement is a summary only and is qualified in its entirety by reference to the Investor Letter Agreement, which is attached hereto as Exhibit 7 and is incorporated herein by reference.
In addition, on September 11, 2013, Sterling and Umpqua entered into an investor letter agreement on the same terms as WP X with Thomas
H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P. and Thomas H. Lee Parallel (DT) Fund VI, L.P.
Item 5. Interest in Securities of
the Issuer
Item 5 of the Amended Statement is hereby amended and restated as follows:
(a) On September 13, 2013, WP X may be deemed to beneficially own 14,385,404 shares of Common Stock (or 22.6% of Common Stock (based on
63,752,159 shares of Common Stock, which includes, as represented by Sterling under the Merger Agreement (i) 62,314,862 shares of Common Stock issued and outstanding (not including shares held in treasury)
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859319303
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13D
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as of September 5, 2013 and (ii) 1,437,297 shares of Common Stock reserved for issuance upon the exercise of the Warrant)). Because of their respective relationships with WP X and each
other, each of the Warburg Pincus Reporting Persons may be deemed to share voting and disposition power with respect to the 14,385,404 shares of Common Stock reported herein. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, Messrs. Kaye and Landy
disclaims beneficial ownership of the shares of Common Stock and the Warrant, of which WP X has beneficial ownership, except to the extent of any indirect pecuniary interest therein. Except as described in this Item 5(a), no person listed in
Item 2 of this Amended Statement is a beneficial owner of the Common Stock in which WP X has beneficial ownership. As disclosed in Sterlings Form 8-K, filed on November 18, 2010, Sterling announced that the Board of Directors of
Sterling approved a 1-for-66 share consolidation or reverse stock split, which became effective for trading purposes on November 19, 2010 (the Reverse Split). As a result of the Reverse Split, the Warrant was automatically adjusted
to purchase 1,437,297 shares of Common Stock.
(b) See Item 5(a) above.
(c) Not applicable.
(d) No
person (other than the Warburg Pincus Reporting Persons) has the right to receive or the power to direct the receipt of distributions with respect to, or the proceeds from the sale of, the Common Stock owned by the Warburg Pincus Reporting Persons.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Amended
Statement is hereby amended and supplemented as follows:
The responses set forth in Item 4 hereof are incorporated by reference in
their entirety.
On September 11, 2013, WP X entered into the Investor Letter Agreement, which provides, among other things, that
(a) WP X agrees to vote all shares of Common Stock beneficially owned by WP X and entitled to vote at Sterlings shareholder meeting in favor of approval and adoption of the Merger Agreement and the transactions contemplated thereby
(including the Merger) unless the Board shall have changed its recommendation or other events shall have occurred, (b) WP X agrees that it will not, directly or indirectly, solicit or take any other action designed to facilitate any offer that
is reasonably likely to lead to any acquisition proposal of Sterling, (c) Sterling and WP X agree to amend, effective upon the Effective Time, certain provisions of the Investment Agreement (the Investment Agreement as amended and as further
amended by such amendment, the Amended Investment Agreement) as summarized below, and (d) Umpqua (as the surviving corporation in the Merger) agrees to fully perform the provisions of the Amended Investment Agreement applicable to
Sterling from and after the Effective Time.
Item 7. Materials to Be Filed as Exhibits
In addition to the exhibits previously filed with the Amended Statement, the following additional exhibit is filed herewith:
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Exhibit 7
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Investor Letter Agreement, dated as of September 11, 2013, by and among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., Umpqua Holdings Corporation and Sterling Financial Corporation.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: September 13, 2013
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WARBURG PINCUS PRIVATE EQUITY X, L.P.
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By:
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Warburg Pincus X, L.P., its general partner
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By:
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Warburg Pincus X LLC, its general partner
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By:
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Warburg Pincus Partners LLC, its sole member
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By:
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Warburg Pincus & Co., its managing member
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By:
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/s/ Scott A. Arenare
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Name:
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Scott A. Arenare
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Title:
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Attorney-in-Fact*
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WARBURG PINCUS X PARTNERS, L.P.
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By:
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Warburg Pincus X, L.P., its general partner
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By:
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Warburg Pincus X LLC, its general partner
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By:
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Warburg Pincus Partners LLC, its sole member
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By:
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Warburg Pincus & Co., its managing member
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By:
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/s/ Scott A. Arenare
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Name:
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Scott A. Arenare
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Title:
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Attorney-in-Fact*
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WARBURG PINCUS X, L.P.
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By:
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Warburg Pincus X LLC, its general partner
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By:
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Warburg Pincus Partners LLC, its sole member
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By:
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Warburg Pincus & Co., its managing member
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By:
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/s/ Scott A. Arenare
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Name:
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Scott A. Arenare
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Title:
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Attorney-in-Fact*
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WARBURG PINCUS X LLC
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By:
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Warburg Pincus Partners LLC, its sole member
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By:
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Warburg Pincus & Co., its managing member
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By:
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/s/ Scott A. Arenare
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Name:
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Scott A. Arenare
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Title:
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Attorney-in-Fact*
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WARBURG PINCUS PARTNERS LLC
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By:
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Warburg Pincus & Co., its managing member
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By:
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/s/ Scott A. Arenare
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Name:
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Scott A. Arenare
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Title:
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Attorney-in-Fact*
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CUSIP No.
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13D
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Page
14
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WARBURG PINCUS & CO.
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By:
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/s/ Scott A. Arenare
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Name:
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Scott A. Arenare
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Title:
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Attorney-in-Fact*
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WARBURG PINCUS LLC
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By:
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/s/ Scott A. Arenare
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Name:
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Scott A. Arenare
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Title:
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Managing Director
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CHARLES R. KAYE
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By:
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/s/ Scott A. Arenare
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Scott A. Arenare, Attorney-in-fact*
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JOSEPH P. LANDY
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By:
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/s/ Scott A. Arenare
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Scott A. Arenare, Attorney-in-fact*
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*
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The power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on January 15, 2013 as an exhibit to a statement on
Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Talon Therapeutics, Inc. and is hereby incorporated by reference.
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CUSIP No.
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13D
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Page
15
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INDEX OF EXHIBITS
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Exhibit 1
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Joint Filing Agreement, dated as of September 3, 2010, by and among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus X, L.P., Warburg Pincus X LLC, Warburg Pincus Partners, LLC, Warburg
Pincus & Co., Warburg Pincus LLC, Charles R. Kaye and Joseph P. Landy.**
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Exhibit 2
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Investment Agreement, dated as of May 25, 2010, between Sterling Financial Corporation and Warburg Pincus Private Equity X, L.P. (incorporated by reference to Exhibit 10.2 to Sterlings Current Report on Form 8-K, filed on May
27, 2010) and amendment thereto, dated as of August 19, 2010 (incorporated by reference to Exhibit 10.2 to Sterlings Current Report on Form 8-K, filed on August 20, 2010).**
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Exhibit 3
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Shareholder Rights Plan, dated as of April 14, 2010, between Sterling Financial Corporation and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to Sterlings Current Report on Form
8-K, filed on April 15, 2010).**
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Exhibit 4
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Passivity Commitments Letter, dated as of August 23, 2010, from Warburg Pincus Private Equity X, L.P. to the Board of Governors of the Federal Reserve System.**
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Exhibit 5
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Articles of Amendment of Convertible Participating Voting Preferred Stock, Series B, Sterling Financial Corporation (incorporated by reference to Exhibit 3.3 to Sterlings Current Report on Form 8-K, filed on August 30,
2010).**
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Exhibit 6
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Warrant, dated as of August 26, 2010, between Sterling Financial Corporation and Warburg Pincus Private Equity X, L.P.**
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Exhibit 7
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Investor Letter Agreement, dated as of September 11, 2013, by and among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P. Umpqua Holdings Corporation and Sterling Financial Corporation.
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