CASCADE BANCORP
|
(Name of Issuer)
|
Common Stock, no par value
|
(Title and Class of Securities)
|
147154108
|
(CUSIP Number)
|
With a copy to:
David Ingles
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
Telephone: (212) 735-3000
Facsimile Number: (212) 735-2000
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
November 17, 2016
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 147154108
|
Page 2 of 13 Pages
|
CUSIP No. 147154108
|
Page 3 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
WL Ross & Co. LLC
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) x
(b) o
|
|||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
|
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
|
|||
11,478,529 (1)
|
|||
9. SOLE DISPOSITIVE POWER
|
|||
0
|
|||
10. SHARED DISPOSITIVE POWER
|
|||
11,478,529 (1)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
11,478,529 (1)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
15.05%
|
|||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
OO
|
(1)
|
The 11,478,529 shares of common stock are held directly by WLR CB AcquisitionCo LLC. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P., which is the sole manager of WLR CB AcquisitionCo LLC, and WL Ross & Co. LLC is the investment manager of WL Ross Group, L.P. Accordingly, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC, Wilbur L. Ross, Jr. and WL Ross & Co. LLC may be deemed to share voting and dispositive power over the common stock held by WLR CB AcquisitionCo LLC.
|
CUSIP No. 147154108
|
Page 4 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
WLR CB AcquisitionCo LLC (1)
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) x
(b) o
|
|||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
|
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
|
|||
11,478,529 (1)
|
|||
9. SOLE DISPOSITIVE POWER
|
|||
0
|
|||
10. SHARED DISPOSITIVE POWER
|
|||
11,478,529 (1)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
11,478,529 (1)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
15.05%
|
|||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
OO
|
(1)
|
The 11,478,529 shares of common stock are held directly by WLR CB AcquisitionCo LLC. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P., which is the sole manager of WLR CB AcquisitionCo LLC, and WL Ross & Co. LLC is the investment manager of WL Ross Group, L.P. Accordingly, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC, Wilbur L. Ross, Jr. and WL Ross & Co. LLC may be deemed to share voting and dispositive power over the common stock held by WLR CB AcquisitionCo LLC.
|
CUSIP No. 147154108
|
Page 5 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
El Vedado LLC
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) x
(b) o
|
|||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
|
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
|
|||
11,478,529 (1)
|
|||
9. SOLE DISPOSITIVE POWER
|
|||
0
|
|||
10. SHARED DISPOSITIVE POWER
|
|||
11,478,529 (1)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
11,478,529 (1)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
15.05%
|
|||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
OO
|
(1)
|
The 11,478,529 shares of common stock are held directly by WLR CB AcquisitionCo LLC. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P., which is the sole manager of WLR CB AcquisitionCo LLC, and WL Ross & Co. LLC is the investment manager of WL Ross Group, L.P. Accordingly, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC, Wilbur L. Ross, Jr. and WL Ross & Co. LLC may be deemed to share voting and dispositive power over the common stock held by WLR CB AcquisitionCo LLC.
|
CUSIP No. 147154108
|
Page 6 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
WL Ross Group, L.P.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) x
(b) o
|
|||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
|
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
|
|||
11,478,529 (1)
|
|||
9. SOLE DISPOSITIVE POWER
|
|||
0
|
|||
10. SHARED DISPOSITIVE POWER
|
|||
11,478,529 (1)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
11,478,529 (1)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
15.05%
|
|||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
OO
|
(1)
|
The 11,478,529 shares of common stock are held directly by WLR CB AcquisitionCo LLC. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P., which is the sole manager of WLR CB AcquisitionCo LLC, and WL Ross & Co. LLC is the investment manager of WL Ross Group, L.P. Accordingly, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC, Wilbur L. Ross, Jr. and WL Ross & Co. LLC may be deemed to share voting and dispositive power over the common stock held by WLR CB AcquisitionCo LLC.
|
CUSIP No. 147154108
|
Page 7 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
WLR Recovery Associates IV LLC(1)
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) x
(b) o
|
|||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
|
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
|
|||
11,478,529 (1)
|
|||
9. SOLE DISPOSITIVE POWER
|
|||
0
|
|||
10. SHARED DISPOSITIVE POWER
|
|||
11,478,529 (1)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
11,478,529 (1)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
15.05%
|
|||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
OO
|
(1)
|
The 11,478,529 shares of common stock are held directly by WLR CB AcquisitionCo LLC. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P., which is the sole manager of WLR CB AcquisitionCo LLC, and WL Ross & Co. LLC is the investment manager of WL Ross Group, L.P. Accordingly, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC, Wilbur L. Ross, Jr. and WL Ross & Co. LLC may be deemed to share voting and dispositive power over the common stock held by WLR CB AcquisitionCo LLC.
|
CUSIP No. 147154108
|
Page 8 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
WLR Recovery Fund IV, L.P. (1)
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) x
(b) o
|
|||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
|
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
|
|||
11,478,529 (1)
|
|||
9. SOLE DISPOSITIVE POWER
|
|||
0
|
|||
10. SHARED DISPOSITIVE POWER
|
|||
11,478,529 (1)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
11,478,529 (1)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
15.05%
|
|||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
OO
|
(1)
|
The 11,478,529 shares of common stock are held directly by WLR CB AcquisitionCo LLC. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P., which is the sole manager of WLR CB AcquisitionCo LLC, and WL Ross & Co. LLC is the investment manager of WL Ross Group, L.P. Accordingly, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC, Wilbur L. Ross, Jr. and WL Ross & Co. LLC may be deemed to share voting and dispositive power over the common stock held by WLR CB AcquisitionCo LLC.
|
CUSIP No. 147154108
|
Page 9 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Wilbur L. Ross, Jr. (1)
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) x
(b) o
|
|||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
|
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
|
|||
11,478,529 (1)
|
|||
9. SOLE DISPOSITIVE POWER
|
|||
0
|
|||
10. SHARED DISPOSITIVE POWER
|
|||
11,478,529 (1)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
11,478,529 (1)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
15.05%
|
|||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
OO
|
(1)
|
The 11,478,529 shares of common stock are held directly by WLR CB AcquisitionCo LLC. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P., which is the sole manager of WLR CB AcquisitionCo LLC, and WL Ross & Co. LLC is the investment manager of WL Ross Group, L.P. Accordingly, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC, Wilbur L. Ross, Jr. and WL Ross & Co. LLC may be deemed to share voting and dispositive power over the common stock held by WLR CB AcquisitionCo LLC.
|
CUSIP No. 147154108
|
Page 10 of 13 Pages
|
CUSIP No. 147154108
|
Page 11 of 13 Pages
|
Exhibit 1
|
Agreement among WL Ross & Co. LLC, WLR, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC and Wilbur L. Ross, Jr. as to Joint Filing of Schedule 13D (filed as Exhibit 1 to Schedule 13D filed by WLR CB AcquisitionCo LLC on February 7, 2011 and incorporated herein by reference).
|
|
Exhibit 2
|
Securities Purchase Agreement, dated as of November 16, 2010, between Cascade Bancorp and WLR (filed as Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on November 19, 2010 and incorporated herein by reference).
|
|
Exhibit 3
|
Amendment to Securities Purchase Agreement, dated as of January 27, 2011 (filed as Exhibit 3 to Schedule 13D filed by WLR CB AcquisitionCo LLC on February 7, 2011 and incorporated herein by reference).
|
|
Exhibit 4
|
Registration Rights Agreement, dated as of January 28, 2011, between Cascade Bancorp and the investors party thereto (filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on January 31, 2011 and incorporated herein by reference).
|
|
Exhibit 5
|
Form of Indemnification Agreement between the Company and certain of its directors (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on January 31, 2011 and incorporated herein by reference).
|
|
Exhibit 6
|
Form of Indemnification Agreement between the Bank and certain of its directors (filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on January 31, 2011 and incorporated herein by reference).
|
|
Exhibit 7
|
Form of Company Voting Agreement, dated as of November 17, 2016 (filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on November 17, 2016 and incorporated herein by reference).
|
WL ROSS & CO. LLC
|
||||
By:
|
/s/ Ben Gruder
|
|||
Name:
|
Ben Gruder
|
|||
Title:
|
Authorized Person
|
|||
WLR CB ACQUISITIONCO LLC
|
||||
By:
|
WLR Recovery Fund IV, L.P., its Sole Manager
|
|||
By:
|
WLR Recovery Associates IV LLC, its General Partner
|
|||
By:
|
WL Ross Group, L.P., its Managing Member
|
|||
By:
|
El Vedado, LLC, its General Partner
|
|||
By:
|
/s/ Ben Gruder
|
|||
Name:
|
Ben Gruder
|
|||
Title:
|
Authorized Person
|
|||
WLR RECOVERY FUND IV, L.P.
|
||||
By:
|
WLR Recovery Associates IV LLC, its General Partner
|
|||
By:
|
WL Ross Group, L.P., its Managing Member
|
|||
By:
|
El Vedado, LLC, its General Partner
|
|||
By:
|
/s/ Ben Gruder
|
|||
Name:
|
Ben Gruder
|
|||
Title:
|
Authorized Person
|
|||
WLR RECOVERY ASSOCIATES IV LLC
|
||||
By:
|
WL Ross Group, L.P., its Managing Member
|
|||
By:
|
El Vedado, LLC, its General Partner
|
|||
By:
|
/s/ Ben Gruder
|
|||
Name:
|
Ben Gruder
|
|||
Title:
|
Authorized Person
|
|||
WL ROSS GROUP, L.P.
|
||||
By:
|
El Vedado, LLC, its General Partner
|
|||
By:
|
/s/ Ben Gruder
|
|||
Name:
|
Ben Gruder
|
|||
Title:
|
Manager
|
|||
EL VEDADO, LLC
|
||||
By:
|
/s/ Ben Gruder
|
|||
Name:
|
Ben Gruder
|
|||
Title:
|
Manager
|
|||
By:
|
/s/ Wilbur L. Ross, Jr.
|
|||
Name:
|
Wilbur L. Ross, Jr.
|