Filing Details

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

139794 101

(CUSIP Number)

 

John Monsky

Oak Hill Capital Management, LLC

65 East 55^th Street, 32^nd Floor,

New York, NY 10022

With a copy to:

 

Elizabeth Cooper, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Telephone: (212) 455-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 which 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 ¨.

 

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 person’s 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, as amended, (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

CUSIP No. 139794 101					Page 2 of 8 Pages
1	Names of Reporting Persons   Oak Hill Capital Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)					(a) ¨   (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (see Instructions)   N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)					¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
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 (11) EXCLUDES CERTAIN SHARES (see instructions)					¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON (see instructions)   PN

 

CUSIP No. 139794 101					Page 3 of 8 Pages
1	Names of Reporting Persons   Oak Hill Capital Management Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)					(a) ¨   (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)					¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
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 (11) EXCLUDES CERTAIN SHARES (see instructions)					¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON (see instructions)   PN

 

CUSIP No. 139794 101					Page 4 of 8 Pages
1	Names of Reporting Persons   OHCP GenPar III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)					(a) ¨   (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)					¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
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 (11) EXCLUDES CERTAIN SHARES (see instructions)					¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON (see instructions)   PN

 

CUSIP No. 139794 101					Page 5 of 8 Pages
1	Names of Reporting Persons   OHCP MGP Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)					(a) ¨   (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)					¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
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 (11) EXCLUDES CERTAIN SHARES (see instructions)					¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON (see instructions)   PN

 

  

CUSIP No. 139794 101					Page 6 of 8 Pages
1	Names of Reporting Persons   OHCP MGP III, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)					(a) ¨   (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)					¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
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 (11) EXCLUDES CERTAIN SHARES (see instructions)					¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON (see instructions)   OO

 

  

This Amendment No. 2 (this “Amendment No. 2”), supplements and amends the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on October 28, 2016, as supplemented and amended by Amendment No. 1 filed on May 5, 2017 (the “Schedule 13D”), relating to shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Capital Bank Financial Corp., a Delaware corporation (the “Issuer”) and is being filed on behalf of the Reporting Persons. Capitalized terms used in this Amendment No. 2 and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13D. Except as otherwise specified in this Amendment No. 2, items in the Schedule 13D remain unchanged.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is amended and supplemented with the information contained in Item 6 of this Amendment No. 2, which is hereby incorporated by reference.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) and (b) As of the date hereof, none of the Reporting Persons and none of the Related Persons beneficially own any shares of Class A Common Stock.

 

(c) Except as otherwise described herein, none of the Reporting Persons nor, to the knowledge of each of the Reporting Persons, without independent verification, any of the Related Persons has effected any transactions in Common Stock in the past 60 days.

 

(d) Not applicable.

 

(e) Each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Class A Common Stock on the FHN Closing Date, as defined herein.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

On November 30, 2017 (the “FHN Closing Date”), pursuant to that Agreement and Plan of Merger (the “FHN Merger Agreement”) entered into on May 3, 2017 by and between the Issuer, First Horizon National Corp., a Tennessee corporation (“FHN”), and Firestone Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of FHN (“Merger Sub”), (i) Merger Sub merged with and into the Issuer, with the Issuer, as the surviving corporation, continuing its corporate existence under the laws of the State of Delaware (the “FHN Merger”), (ii) each share of the Issuer’s Class A Common Stock and each share of the Issuer’s Class B Non-Voting Common Stock, in each case issued and outstanding immediately prior to the FHN Closing Date (other than Exception Shares (as defined in the FHN Merger Agreement)) was converted into the right to receive, at the election of the holder but subject to proration, either $40.573 in cash or 2.1732 shares of common stock of FHN (based on the average closing sale price of FHN common stock for the ten full trading days prior to the FHN Closing Date).

 

Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. disposed of 2,403,328 and 78,931 shares of Class A Common Stock, respectively, in the Merger, in exchange for 5,222,912 and 171,532 shares of FHN common stock, respectively. The general partner of each of Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. is OHCP GenPar III, L.P., whose general partner is OHCP MGP Partners III, L.P., whose general partner is OHCP MGP III, Ltd.

 

 

SIGNATURES

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 1, 2017

 

	OAK HILL CAPITAL PARTNERS III, L.P.
	By: OHCP GENPAR III, L.P., its general partner
	By: OHCP MGP Partners III, L.P., its general partner
	By: OHCP MGP III, LTD., its general partner
	By:	/s/ John R. Monsky
	Name:	John R. Monsky
	Title:	Authorized Person
	OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
	By: OHCP GENPAR III, L.P., its general partner
	By: OHCP MGP Partners III, L.P., its general partner
	By: OHCP MGP III, LTD., its general partner
	By:	/s/ John R. Monsky
	Name:	John R. Monsky
	Title:	Authorized Person
	OHCP GENPAR III, L.P.
	By: OHCP MGP PARTNERS III, L.P., its general partner
	By: OHCP MGP III, LTD., its general partner
	By:	/s/ John R. Monsky
	Name:	John R. Monsky
	Title:	Authorized Person
	OHCP MGP PARTNERS III, L.P.
	By: OHCP MGP III, LTD., its general partner
	By:	/s/ John R. Monsky
	Name:	John R. Monsky
	Title:	Authorized Person
	OHCP MGP III, LTD.
	By:	/s/ John R. Monsky
	Name:	John R. Monsky
	Title:	Authorized Person