Attached files
| file | filename |
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| EX-10.3 - CASCADE BANCORP | v164016_ex10-3.htm |
| EX-10.1 - CASCADE BANCORP | v164016_ex10-1.htm |
| EX-10.2 - CASCADE BANCORP | v164016_ex10-2.htm |
| EX-99.2 - CASCADE BANCORP | v164016_ex99-2.htm |
| EX-99.1 - CASCADE BANCORP | v164016_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Current
Report Pursuant to Section 13 or 15(d) of The Securities Act of
1934
Date of
Report (Date of earliest event reported): October 26, 2009
CASCADE
BANCORP
(Exact
name of registrant as specified in its charter)
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Oregon
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0-23322
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93-1034484
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
No.)
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1100
NW Wall Street
Bend,
Oregon 97701
(Address
of principal executive offices (Zip Code)
(541)
385-6205
Registrant’s
telephone number, including area code:
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive
Agreement.
On October 29, 2009, Cascade Bancorp
(NASDAQ: CACB) (the “Company”) entered into a Securities Purchase Agreement with
David F. Bolger (“Mr. Bolger”) for the purchase and sale of $25
million of shares of common stock, no par value per share (the “Common Stock”),
of the Company (the “Bolger Purchase Agreement”). Mr. Bolger
currently holds 21.44% of our outstanding Common Stock. In addition,
under an existing shareholders agreement between Mr. Bolger and the Company, Mr.
Bolger currently is entitled to nominate two directors to the Company’s
Board of Directors. This right will continue under the Bolger Purchase
Agreement. The Bolger Purchase Agreement is filed as Exhibit 10.1 to this report
and incorporated herein by reference.
In addition, on October 29, 2009 the
Company entered into a Securities Purchase Agreement with an affiliate of
Lightyear Fund II, L.P. (“Lightyear”), for the purchase and sale of $40 million
of shares of our Common Stock (the “Lightyear Purchase Agreement”, and together
with the Bolger Purchase Agreement, the “Securities Purchase Agreements”). The
Lightyear Purchase Agreement is filed as Exhibit 10.2 to this report and
incorporated herein by reference. The total gross proceeds from the sales of
Common Stock to Mr. Bolger and Lightyear (the “Private Offerings”) will be
$65 million. The shares of our Common Stock in the Private
Offerings are being sold at a per share purchase price equal to the lesser of
(A) $0.87 per share, and (B) the net proceeds per share to the Company
in connection with the previously announced Public Offering (as defined
below).
We previously filed a registration
statement on Form S-1 with the Securities and Exchange Commission (the “SEC”)
for the proposed public offering of shares of our Common Stock (the “Public
Offering”).
The Private Offerings are subject to
several closing conditions, including, among others, (i) the completion of
the Public Offering and the receipt of aggregate proceeds for the Private
Offerings and Public Offering of at least $150 million (net of underwriting
commissions and discounts); (ii) receipt of the necessary regulatory
approvals by the Company and Lightyear, which will include rebuttal of control
under the Change in Bank Control Act of 1978, as amended, with respect to
Lightyear; (iii) receipt of all necessary approvals under our charter and
applicable law; and (iv) no material amendment or termination of the Letter
Agreement described below providing for the repurchase by us of our outstanding
trust preferred securities.
Subject to certain customary
conditions, the Company has granted each of Mr. Bolger and Lightyear preemptive
rights on any subsequent offering of the Company’s securities (excluding the
Public Offering) at a purchase price of less than 95% of the market price of the
Company’s Common Stock on the last trading day preceding the date of the
Securities Purchase Agreement with respect to such issuance of securities.
Mr. Bolger and Lightyear will each have such rights until such time as Mr.
Bolger or Lightyear, as applicable, or their respective affiliates, cease to own
5% or more of the outstanding Common Stock of the Company.
Under the Securities Purchase
Agreements, the Company has granted registration rights to each of Mr. Bolger
and Lightyear. Within thirty days of the closing date of the Private Offerings,
the Company must file a shelf registration statement covering the registrable
securities held by Mr. Bolger and Lightyear, including all securities purchased
by each of Mr. Bolger and Lightyear pursuant to the Securities Purchase
Agreements. In addition, each of Mr. Bolger and Lightyear have piggy-back
registration rights, pursuant to which they may include registrable securities
held by them in any subsequent registration of securities by the Company,
subject to certain conditions.
The Company has also agreed to take all
necessary action to eliminate or minimize the effect of any anti-takeover laws,
including anti-takeover provisions of the Company’s Articles of Incorporation,
on the Private Offerings. In addition, so long as either Mr. Bolger or
Lightyear owns at least 5% of the outstanding Common Stock of the Company, the
Company has agreed not to enter into any poison pill agreement, stockholders’
rights plan or similar agreement, unless such agreement contains an exemption
for each of Mr. Bolger, Lightyear and their affiliates.
We intend to use the net proceeds from
the Public Offering and Private Offerings to provide capital to the Bank to
support its regulatory capital needs and future growth, and to effect the
repurchase of our trust preferred securities described below. A copy of the press
release related to the Private Offerings is filed as Exhibit 99.1 to this report
and incorporated herein by reference.
On October 26, 2009, the Company
entered into a binding letter agreement with Cohen & Company Financial
Management, LLC (the “Letter Agreement”) for the restructuring of the Company’s
trust preferred securities in an aggregate principal amount of $66,500,000 (the
“TPS”). The Letter Agreement is filed as Exhibit 10.3 to this report and
incorporated herein by reference. Pursuant to the Letter Agreement,
the Company will exchange the TPS for senior notes in the aggregate
principal amount of $13,300,000, representing 20% of the original balance of the
TPS (the “Notes”). Interest will accrue on the Notes at a fixed rate of 7.5% per
annum, payable quarterly, and the Notes will mature five years from the date of
issuance. The Company will be obligated to redeem the Notes for cash
upon the fifth day following the closing of the Public Offering discussed
above. The consummation of the exchange of the TPS is subject to
prior approval by the Federal Reserve Bank of San Francisco and the Oregon Division of Finance and Corporate
Securities, the Company’s primary regulators.
The foregoing description of the
Securities Purchase Agreements and the Letter Agreement is a summary of the
material terms of such agreements and does not purport to be a complete
description of all of the terms of such agreements. Copies of the
Securities Purchase Agreements and the Letter Agreement are attached to this
Current Report on Form 8-K as Exhibits 10.1, 10.2, and 10.3 respectively, and
the foregoing description is qualified in its entirety by such
agreements.
Item
2.02. Results of Operations and
Financial Condition.
On October 29, 2009, the Company
announced by press release its financial results for the third quarter ended
September 30, 2009, including certain forward looking statements. A copy
of the press release is furnished as Exhibit 99.2 to this report and
incorporated herein by reference.
Item
2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
As discussed above under Item 1.01, on
October 26, 2009, the Company entered into a binding Letter Agreement with Cohen
& Company Financial Management, LLC for the restructuring of the Company’s
TPS in an aggregate principal amount of $66,500,000. Pursuant to the
Letter Agreement, the Company will exchange the TPS for senior notes in the
aggregate principal amount of $13,300,000, representing 20% of the original
balance of the TPS. Interest will accrue on the Notes at a fixed rate of 7.5%
per annum, payable quarterly, and the Notes will mature five years from the date
of issuance. The Company will be obligated to redeem the Notes for
cash upon the fifth day following the closing of the Public Offering discussed
above. The consummation of the exchange of the TPS is subject to
prior approval by the Federal Reserve Bank of San Francisco and the Oregon Division of Finance and Corporate
Securities, the Company’s primary regulators.
Item
3.02 Unregistered Sales of Equity
Securities.
The Securities Purchase Agreements
described in Item 1.01 above, which description is incorporated herein by
reference, constitute a sale of unregistered securities by the
Company.
Forward Looking
Statements.
This Current Report on Form 8-K
contains forward-looking statements about Cascade Bancorp’s plans and
anticipated results of operations and financial condition. These statements
include, but are not limited to, our plans, objectives, expectations and
intentions and are not statements of historical fact. When used in
this report, the word “expects,”
“believes,” “anticipates,” “could,” “may,” “will,” “should,” “plan,” “predicts,”
“projections,” “continue” and
other similar expressions constitute forward-looking statements, as do any other
statements that expressly or implicitly predict future events, results or
performance, and such statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Certain
risks and uncertainties and the Company’s success in managing such risks and
uncertainties cause actual results to differ materially from those projected,
including among others, the risk factors described in our quarterly report on
Form 10-Q for the quarter ended September 30, 2009 as well as the following factors:
our inability to comply in a timely manner with the cease and desist
order with the Federal Deposit Insurance Corporation (“FDIC”) and the Oregon
Division of Finance and Corporate Securities (“DFCS”), under which we are
currently operating, could lead to further regulatory sanctions or orders, which
could further restrict our operations and negatively affect our results of
operations and financial condition; local and national economic conditions could
be less favorable than expected or could have a more direct and pronounced
effect on us than expected and adversely affect our results of operations and
financial condition; the local housing/real estate market could continue to
decline for a longer period than we anticipate; the risks presented by a
continued economic recession, which could continue to adversely affect credit
quality, collateral values, including real estate collateral and OREO
properties, investment values, liquidity and loan originations, reserves for
loan losses and charge offs of loans and loan portfolio delinquency rates and
may be exacerbated by our concentration of operations in the States of Oregon
and Idaho generally, and the Oregon communities of Central Oregon, Northwest
Oregon, Southern Oregon and the greater Boise area, specifically; we may be
compelled to seek additional capital in the future to augment capital levels or
ratios or improve liquidity, but capital or liquidity may not be available when
needed or on acceptable terms; interest rate changes could significantly reduce
net interest income and negatively affect funding sources; competition among
financial institutions could increase significantly; competition or changes in
interest rates could negatively affect net interest margin, as could other
factors listed from time to time in the Company’s SEC reports; the reputation of
the financial services industry could further deteriorate, which could adversely
affect our ability to access markets for funding and to acquire and retain
customers; and current regulatory requirements, changes in regulatory
requirements and legislation and our inability to meet those requirements,
including capital requirements and increases in our deposit insurance premium,
could adversely affect the businesses in which we are engaged, our results of
operations and financial condition.
These
forward-looking statements speak only as of the date of this Current Report on
Form 8-K. The Company undertakes no obligation to publish revised
forward-looking statements to reflect the occurrence of unanticipated events or
circumstances after the date hereof. Readers should carefully review
all disclosures filed by the Company from time to time with the
SEC.
Item
9.01 Financial Statements and
Exhibits
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10.1
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Securities
Purchase Agreement, dated October 29, 2009 between the Company and David
F. Bolger.
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10.2
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Securities
Purchase Agreement, dated October 29, 2009 between the Company and BOTC
Holdings LLC.
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10.3
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Letter
Agreement dated October 26, 2009 between the Company and Cohen &
Company Financial Management, LLC.
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99.1
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Press
Release dated October 29, 2009.
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99.2
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Press
Release dated October 29, 2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CASCADE
BANCORP
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Date:
October 29, 2009
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By:
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/s/ Patricia L. Moss
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Patricia
L. Moss
Chief
Executive
Officer
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