Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate Box:
o Preliminary
Proxy Statement
o Confidential
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive
Proxy Statement
o Definitive
Additional Materials
x Soliciting
Material Pursuant to Rule 14a-12
CASCADE
BANCORP
(Name of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
x No fee
required.
o Fee computed
on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
1) Title
of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11
(Set
forth the amount on which the filing fee is calculated and state how it was
determined):
4)
Proposed maximum aggregate value of transaction:
5) Total
fee paid:
o Fee paid
previously with preliminary materials.
o Check box if
any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount
Previously Paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed:
Set forth
below is a letter from Cascade Bancorp ( “Cascade”), dated November 29, 2010,
which was sent to Cascade shareholders concerning the previously announced
Securities Purchase Agreements between Cascade and certain investors for the
purchase and sale of approximately $177 million of shares of Cascade’s common
stock.
November
29, 2010
Dear
Fellow Shareholder:
We are
very pleased to inform you that, as recently announced, Cascade Bancorp has
entered into Securities Purchase Agreements with private investors for aggregate
gross proceeds to Cascade Bancorp of approximately $177 million. This total
includes the previously reported commitments of David F. Bolger (“Mr. Bolger”)
and an affiliate of Lightyear Fund II, L.P. (“Lightyear”). Private
placement investors who have entered into separate agreements with Cascade
Bancorp include: Mr. Bolger, Lightyear, private equity funds affiliated with
Leonard Green & Partners, L.P., and private equity funds affiliated with WL
Ross & Co. LLC. These agreements are subject to several closing conditions,
including, among others, (i) the receipt of required shareholder and regulatory
approvals; (ii) the receipt by Cascade Bancorp of gross proceeds of at least
$165 million; and (iii) the completion of Cascade Bancorp’s previously announced
repurchase of its outstanding trust preferred securities at an 80%
discount. Subject to the satisfaction of these conditions, we
anticipate that we will be able to close the financing in late 2010 or early
2011.
We
believe that the resulting capital position of Cascade Bancorp from these
transactions will provide the financial strength to sustain our market position
as a premier local bank serving our customers in the communities of Oregon and
Idaho.
As we
have worked to achieve this capital raise, and manage during a challenged
economy, we recognize that many businesses and individuals have been
significantly impacted by the recession. During these difficult
times, we remain most grateful for the valued and meaningful support shown by
our shareholders, customers, employees and communities.
Recognizing
the priority of this capital raise, your Board and Management have worked with
our financial advisors, Keefe Bruyette & Woods and Macquarie Capital
(USA) Inc., to identify achievable solutions that are in the best interests
of our shareholders. Your Board of Directors and Management believes this
private capital raise transaction represents the best value for shareholders and
the best future opportunities for our customers, communities, and employees.
Upon closing this capital raise, the Company will exceed the 10% leverage ratio
required by our regulatory order. That will allow us to focus our energies and
talents on moving the business forward at this important time for the Bank and
for our communities and markets.
The
capital raise has received unanimous approval from your Board of Directors.
While recognizing it is dilutive, the Board believes wholeheartedly that this
capital raise presents shareholders with the best method for maximizing their
investment with the least amount of risk. A proxy statement with respect to the
Special Meeting of Shareholders will be sent to you soon. The Board
will ask for your vote in favor of raising this needed capital by approving,
among other things, an amendment to the Articles of Incorporation to increase
the number of authorized shares of Common Stock and the issuance of those
additional shares.
We
sincerely thank you for your continuing support and are available to answer any
questions.
Regards,
Patricia
L Moss
Chief
Executive Officer
* *
*
This communication may be deemed to be
solicitation material in respect of approval of the capital raise described
herein. In connection with the proposed capital raise, Cascade
Bancorp intends to file relevant materials with the Securities and Exchange
Commission (the “SEC”), including a proxy statement on Schedule 14A, which will
be mailed to shareholders of Cascade Bancorp.
Cascade
Bancorp shareholders are urged to read all relevant documents filed with the
SEC, including the proxy statement, because they will contain important
information about the proposed transaction.
Investors and security holders will be
able to obtain free copies of the proxy statement (when available), as well as
other filed documents, without charge, at the SEC’s web site
(http://www.sec.gov). Investors and security holders will be able to obtain free
copies of the proxy statement (when available), as well as certain other filed
documents, without charge on the Internet at www.botc.com under the About Us
tab, under Investor Relations, under SEC Filings. Copies of Cascade
Bancorp’s filings of Form 10-K and Quarterly Reports on Form 10-Q filed with the
SEC may be obtained by mail without charge from Gregory D. Newton, EVP/Chief
Financial Officer, Cascade Bancorp, P.O. Box 369, Bend, Oregon 97709, or e-mail
cascades@botc.com.
Cascade Bancorp and its directors and
officers may be deemed, under SEC rules, to be participants in the solicitation
of proxies from the shareholders of Cascade Bancorp with respect to the proposed
capital raise. More detailed information regarding the identity of
the potential participants, and their direct or indirect interests, by
securities holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the proposed capital
raise. Information regarding Cascade Bancorp’s directors and executive officers
is also available in Cascade Bancorp’s definitive proxy statement for its 2010
Annual Meeting of Shareholders filed with the SEC on March 15, 2010. These
documents are available free of charge at the SEC’s web site at
http://www.sec.gov and at www.botc.com under the About Us tab, under Investor
Relations, under SEC Filings.
Forward-Looking
Statements
This communication contains
forward-looking statements, which are not historical facts and pertain to our
future operating results. 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 communication, 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
Cascade Bancorp’s success in managing such risks and uncertainties may 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, 2010 as well as the following factors: the
investment transactions described in this communication may not be completed in
a timely manner or at all; our inability to comply in a timely manner with the
Order with the FDIC and the 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; 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 Cascade Bancorp’s reports filed with the
SEC; 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 existing 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 communication. 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 Cascade Bancorp from time to
time with the SEC.