Attached files
| file | filename |
|---|---|
| 8-K - CASCADE BANCORP | v164016_8k.htm |
| 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 |
October
29,
2009
NEWS
RELEASE
FOR
IMMEDIATE RELEASE
CONTACT: Patricia
L. Moss, President & Chief Executive Officer, Cascade Bancorp
(541)
385-6205
Gregory
D. Newton, EVP, Chief Financial Officer, Cascade Bancorp
(541)
617-3526
CASCADE
BANCORP (OREGON) ENTERS INTO AGREEMENTS TO SELL $65 MILLION OF COMMON STOCK IN
PRIVATE PLACEMENTS
On
October 29, 2009 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 our Common Stock (the “Bolger Purchase
Agreement”). 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 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 of the Company’s Common Stock (the “Public Offering”) registered
under the Securities Act of 1933, as amended (the “Securities Act”). The shares
of Common Stock to be offered in the Private Offerings will not be registered
under the Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
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 the 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 agreement providing for the repurchase by us of
our outstanding trust preferred securities.
Davis
Wright Tremaine LLP is acting as legal advisor to the Company in connection with
the Private Offerings. Sullivan & Cromwell LLP is acting as legal
advisor to Mr. Bolger and Simpson Thacher & Bartlett LLP is acting as legal
advisor to Lightyear.
FORWARD LOOKING
STATEMENTS
This
release 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 filed with the
Securities and Exchange Commission (the “SEC”) 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 release. 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.