Lightyear Capital has agreed to acquire $40 million of common stock in Bend, Ore.-based community bank Cascade Bancorp (Nasdaq: CACB). Existing Cascade shareholder David Bolger also agreed to buy an additional $25 million worth of common stock.
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.