Page 11 of 13 – SEC Filing
This Amendment No. 5 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, Amendment No. 2 filed on January 14, 2014, Amendment No. 3 filed on December 22, 2016 and Amendment No. 4 filed
on January 27, 2017, 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. 5 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 4. Purpose of Transaction
Item 4 of the
Schedule 13D is amended and supplemented by adding the following paragraphs at the end thereof:
On May 24, 2017, the shareholders of the Company and
the shareholders of First Interstate BancSystem, Inc. (FIBK) approved the Agreement and Plan of Merger (the FIBK Merger Agreement), dated as of November 17, 2016, by and among the Company and FIBK, pursuant to which the
Company would merge with and into FIBK (the FIBK Merger), with FIBK being the surviving corporation. The FIBK Merger was consummated on May 30, 2017 and pursuant to the FIBK Merger Agreement, Bank of the Cascades, a wholly owned
subsidiary of the Company, merged 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)) 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 (the Merger
Consideration). Lightyear Fund II, Co-Invest and Lightyear Capital II disposed of 11,438,500, 30,250 and 27,661 shares of Common Stock, respectively, in the FIBK Merger, in exchange for the Merger
Consideration.
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) and (b) Following the consummation of the FIBK Merger, none of the Reporting Persons directly or indirectly beneficially own any shares of Common
Stock of the Company.
(c) Except as set forth herein, none of the Reporting Persons has effected any transaction in any shares of Common Stock during the
past 60 days.
(d) Not applicable.
(e) On May 30,
2017 as a result of the consummation of the FIBK Merger, the Reporting Persons ceased to be beneficial owners of any shares of Common Stock of the Company.
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