Cascade Bancorp (Oregon) Enters Into Agreements to Sell $65 Million of Common Stock In Private Placements
Cascade Bancorp (Oregon) Enters Into Agreements to Sell $65 Million of Common
Stock In Private Placements
BEND, Ore., Oct. 29 /PRNewswire-FirstCall/ -- 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 forwardlooking 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 forwardlooking
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 theSEC.
SOURCE Cascade Bancorp
Patricia L. Moss, President & Chief Executive Officer, +1-541-385-6205, or
Gregory D. Newton, EVP, Chief Financial Officer, +1-541-617-3526, both of
Cascade Bancorp
© Thomson Reuters 2009 All rights reserved



