You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Lightyear Fund II | 0 | 0 | 0 | 0 | 0 | 0% |
| Lightyear Co-Invest Partnership II | 0 | 0 | 0 | 0 | 0 | 0% |
| Lightyear Fund II GP | 0 | 0 | 0 | 0 | 0 | 0% |
| Lightyear Fund II GP Holdings | 0 | 0 | 0 | 0 | 0 | 0% |
| Lightyear Capital II | 0 | 0 | 0 | 0 | 0 | 0% |
| Lightyear Capital | 0 | 0 | 0 | 0 | 0 | 0% |
| LY Holdings | 0 | 0 | 0 | 0 | 0 | 0% |
| Mark F. Vassallo | 0 | 0 | 0 | 0 | 0 | 0% |
Page 1 of 13 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Cascade
Bancorp
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
147154108
(CUSIP Number)
Lightyear Fund II, L.P.
9 West 57th Street, 31st Floor
New York, New York 10019
(212) 328-0555
Copies to:
Caroline B. Gottschalk, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New
York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 30, 2017
(Date
of Event which Requires Filing of this Statement)
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. ☐
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Page 2 of 13 – SEC Filing
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
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Page 3 of 13 – SEC Filing
| CUSIP NO. 147154108 |
| 1. | Names of Lightyear Fund II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) OO | |||||
| 5. | Check if Disclosure of Legal | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 12. | Check if the Aggregate Amount in Row | |||||
| 13. | Percent of Class Represented by Amount 0% | |||||
| 14. | Type of Reporting Person (See PN | |||||
2
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Page 4 of 13 – SEC Filing
| CUSIP NO. 147154108 |
| 1. | Names of Lightyear Co-Invest | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) OO | |||||
| 5. | Check if Disclosure of Legal | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 12. | Check if the Aggregate Amount in Row | |||||
| 13. | Percent of Class Represented by Amount 0% | |||||
| 14. | Type of Reporting Person (See PN | |||||
3
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Page 5 of 13 – SEC Filing
| CUSIP NO. 147154108 |
| 1. | Names of Lightyear Fund II GP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) OO | |||||
| 5. | Check if Disclosure of Legal | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 12. | Check if the Aggregate Amount in Row | |||||
| 13. | Percent of Class Represented by Amount 0% | |||||
| 14. | Type of Reporting Person (See PN | |||||
4
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Page 6 of 13 – SEC Filing
| CUSIP NO. 147154108 |
| 1. | Names of Lightyear Fund II GP Holdings, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) OO | |||||
| 5. | Check if Disclosure of Legal | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 12. | Check if the Aggregate Amount in Row | |||||
| 13. | Percent of Class Represented by Amount 0% | |||||
| 14. | Type of Reporting Person (See OO | |||||
5
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Page 7 of 13 – SEC Filing
| CUSIP NO. 147154108 |
| 1. | Names of Lightyear Capital II, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) OO | |||||
| 5. | Check if Disclosure of Legal | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 12. | Check if the Aggregate Amount in Row | |||||
| 13. | Percent of Class Represented by Amount 0% | |||||
| 14. | Type of Reporting Person (See OO | |||||
6
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Page 8 of 13 – SEC Filing
| CUSIP NO. 147154108 |
| 1. | Names of Lightyear Capital LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) OO | |||||
| 5. | Check if Disclosure of Legal | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 12. | Check if the Aggregate Amount in Row | |||||
| 13. | Percent of Class Represented by Amount 0% | |||||
| 14. | Type of Reporting Person (See OO | |||||
7
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Page 9 of 13 – SEC Filing
| CUSIP NO. 147154108 |
| 1. | Names of LY Holdings, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) OO | |||||
| 5. | Check if Disclosure of Legal | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 12. | Check if the Aggregate Amount in Row | |||||
| 13. | Percent of Class Represented by Amount 0% | |||||
| 14. | Type of Reporting Person (See OO | |||||
8
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Page 10 of 13 – SEC Filing
| CUSIP NO. 147154108 |
| 1. | Names of Mark F. Vassallo | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) OO | |||||
| 5. | Check if Disclosure of Legal | |||||
| 6. | Citizenship or Place of United | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 12. | Check if the Aggregate Amount in Row | |||||
| 13. | Percent of Class Represented by Amount 0% | |||||
| 14. | Type of Reporting Person (See IN | |||||
9
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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.
10
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Page 12 of 13 – SEC Filing
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 | |
| By: | Lightyear Fund II GP Holdings, LLC, its general | |
| 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 | |
| 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 | |
| By: | /s/ Ellan Ben-Hayon | |
| Name: | Ellan Ben-Hayon | |
| Title: | Vice President | |
| LIGHTYEAR FUND II GP HOLDINGS, LLC | ||
| By: | /s/ Ellan Ben-Hayon | |
| Name: | Ellan Ben-Hayon | |
| Title: | Vice President | |
| LY HOLDINGS, LLC | ||
| By: | /s/ Ellan Ben-Hayon | |
| Name: | Ellan Ben-Hayon | |
| Title: | Vice President | |
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Page 13 of 13 – SEC Filing
| 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: May 31, 2017
