CASCADE BANCORP (NASDAQ:CACB) Files An 8-K Other Events

CASCADE BANCORP (NASDAQ:CACB) Files An 8-K Other Events

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Item8.01

Other Events.

Settlement of Certain Litigation Relating to the
Merger

On May17, 2017, solely to avoid the costs, risks and
uncertainties inherent in litigation and to allow its
shareholders to vote on the proposals required in connection with
the proposed merger with First Interstate BancSystem, Inc. (First
Interstate) at the special meeting of its shareholders and to
allow First Interstates shareholders to vote on the proposals
required in connection with the proposed merger with Cascade
Bancorp (Cascade) at its annual meeting of its shareholders,
Cascade entered into a memorandum of understanding with
plaintiffs and other named defendants, including First
Interstate, regarding the settlement of the lawsuits captioned
Sternheim Family Trust v. Cascade Bancorp, Inc., et
al.
, pending in the Circuit Court, Deschutes County, Oregon
(the Circuit Court) under File No. 17CV06744 (the Sternheim
Action), and Parshall v. Cascade Bancorp et al., pending
in the United States District Court for the District of Oregon
under File No. 6:17-cv-00405-JR (the Parshall
Action), as well as the settlement of all related claims that
were or could have been asserted in other actions.

As described in
greater detail in the joint proxy statement/prospectus (the Joint
Proxy Statement) filed by First Interstate and Cascade with the
Securities and Exchange Commission (the SEC) on April13, 2017,
Cascade, its directors and First Interstate were named as
defendants in three putative class action lawsuits: the Sternheim
Action, the Parshall Action and a third action, captioned
Crosse v. Cascade Bancorp, et al., filed in the Circuit
Court, Multnomah County, Oregon, under File No. 17CV08305, which
has since been dismissed voluntarily. The complaint in the
Sternheim Action alleges that the directors of Cascade breached
their fiduciary duties in connection with their approval of the
Agreement and Plan of Merger, dated November17, 2016, by and
among Cascade and First Interstate (the Merger Agreement) by,
among other things: agreeing to an allegedly unfair price for
Cascade; approving the transaction notwithstanding alleged
conflicts of interest; agreeing to deal protection devices that
plaintiffs allege are unreasonable; and by failing to disclose
certain facts about the process that led to the merger and
financial analyses performed by Cascades financial advisor. The
complaint in the Sternheim Action also alleges that First
Interstate aided and abetted those alleged fiduciary breaches.
The complaint in the Parshall Action alleges that Cascade and its
directors violated Section 14(a) of the Securities Exchange Act
of 1934, as amended (the Exchange Act), by failing to disclose
certain facts about the process that led to the merger and
financial analyses performed by Cascades financial advisor. The
complaint in the Parshall Action further alleges that First
Interstate and Cascades board of directors violated Section 20(a)
of the Exchange Act. Each of the actions seek, among other
things, an order enjoining completion of the merger. Other
potential plaintiffs may also file additional lawsuits
challenging the merger.

Under the terms of
the memorandum of understanding, Cascade, the other named
defendants, including First Interstate, and the plaintiffs in the
Sternheim and Parshall Actions have agreed to settle both actions
and all related claims, subject to approval of the Circuit Court.
If the Circuit Court approves the settlement contemplated in the
memorandum of understanding, the claims will be released and the
Sternheim and Parshall Actions will be dismissed with prejudice.
The plaintiffs have also agreed to the complete, irrevocable
release of Piper Jaffray and its directors, officers, employees
and controlling persons from all liabilities and claims in
connection with the merger of Cascade and First Interstate. to
the terms of the memorandum of understanding, Cascade has agreed
to make available additional information to its shareholders in
advance of the special meeting of shareholders of Cascade
scheduled for May24, 2017, in Bend, Oregon, to vote upon, among
other things, the proposal to approve and adopt the Merger
Agreement. First Interstate is also making available the
additional information to its shareholders in advance of the
annual meeting of shareholders of First Interstate scheduled for
May24, 2017, in Billings, Montana, to vote upon, among other
things, the proposal to approve and adopt the Merger Agreement.
The additional information is set forth below and should be read
in conjunction with the Joint Proxy Statement. In return, the
plaintiffs have agreed to the dismissal of the Sternheim and
Parshall Actions and to withdraw all motions filed in connection
with such lawsuits. In connection with the settlement, plaintiffs
in the Sternheim and Parshall Actions intend to seek an award of
attorneys fees and expenses, subject to approval of the Circuit
Court. Cascade has agreed to negotiate in good faith with the
plaintiffs to determine the amount of the legal fees and expenses
of plaintiffs counsel, which is ultimately to be determined by
the Circuit Court. If the settlement is finally approved by
the

Circuit Court, it
is anticipated that the settlement will resolve and release all
claims in all actions that were or could have been brought
challenging any aspect of the merger, the Merger Agreement or any
disclosure made in connection therewith. There can be no
assurance that the parties will ultimately enter into a
stipulation of settlement or that the Circuit Court will approve
the settlement even if the parties were to enter into such
stipulation. In such event, the proposed settlement as
contemplated by the memorandum of understanding may be
terminated. The details of the settlement will be set forth in a
notice to be sent to Cascades shareholders prior to a hearing
before the Circuit Court to consider both the settlement and
plaintiffs application to the court for attorneys fees and
expenses.

The settlement
will not affect the merger consideration to be paid to
shareholders of Cascade in connection with the merger between
Cascade and First Interstate or the timing of the special meeting
of Cascades shareholders or the timing of the annual meeting of
First Interstates shareholders mentioned above.

Cascade and the
other defendants, including First Interstate, have vigorously
denied, and continue vigorously to deny, that they have committed
or aided and abetted in the commission of any violation of law or
engaged in any of the wrongful acts that were or could have been
alleged in the consolidated lawsuit, and expressly maintain that,
to the extent applicable, they diligently and scrupulously
complied with their fiduciary and other legal duties and are
entering into the contemplated settlement solely to eliminate the
burden and expense of further litigation, to put the claims that
were or could have been asserted to rest, and to avoid any
possible delay to the closing of the merger that might arise from
further litigation. Nothing in this document, the memorandum of
understanding or any stipulation of settlement shall be deemed an
admission of the legal necessity or materiality under any
applicable laws of any of the disclosures set forth
herein.

SUPPLEMENT
TO JOINT PROXY STATEMENT/PROSPECTUS

The following
information supplements the Joint Proxy Statement and should be
read in connection with the Joint Proxy Statement, which should
be read in its entirety. To the extent that information herein
differs from or updates information contained in the Joint Proxy
Statement, the information contained herein supersedes the
information contained in the Joint Proxy Statement. All page
references in the information below are to pages in the Joint
Proxy Statement, and terms used below have the meanings set forth
in the Joint Proxy Statement, unless otherwise defined below. All
assumptions, qualifications and limitations contained in the
Joint Proxy Statement with respect to the opinion of Cascades
financial advisor, Piper Jaffray, including those in the Piper
Jaffray opinion, are hereby incorporated by reference and should
be reviewed in connection with this supplement. Without admitting
in any way that the disclosures below are material or otherwise
required by law, Cascade and First Interstate make the following
supplemental disclosures:

Opinion of
Cascades Financial Advisor

The disclosure
under the heading DESCRIPTION OF THE MERGEROpinion of Cascades
Financial AdvisorSelected Companies Analysis is hereby
supplemented by amending and restating the last full table on pg.
71 of the Joint Proxy Statement as follows:

Cascade Cascade Group Minimum Cascade Group th Percentile Cascade Group Median Cascade Group Mean Cascade Group 90th
Percentile
Cascade Group Maximum

Stock Price / Tangible Book Value per Share

195.8% 119.8% 147.5% 184.5% 194.6% 234.5% 356.7%

Stock Price / Last Twelve Months EPS

29.4x 10.2x 16.5x 18.7x 18.7x 21.6x 26.1x

Stock Price / 2016 Est. EPS

29.8x 9.3x 16.4x 17.7x 18.3x 21.8x 26.3x

Stock Price / 2017 Est. EPS

17.0x 9.5x 13.0x 16.3x 16.6x 21.2x 26.5x

Stock Price / 2018 Est. EPS

16.0x 8.5x 11.2x 14.8x 15.2x 18.8x 26.8x

Premium / Core Deposits

9.8% 3.0% 5.7% 10.5% 11.2% 17.3% 24.6%

The disclosure under the heading DESCRIPTION OF THE
MERGEROpinion of Cascades Financial AdvisorSelected Companies
Analysis is hereby supplemented by amending and restating the
first full table on pg. 73 of the Joint Proxy Statement as
follows:

First Interstate First Interstate Group Minimum First Interstate Group th Percentile First Interstate Group Median First Interstate Group Mean First Interstate Group th Percentile First Interstate Group Maximum

Stock Price / Tangible Book Value per Share

225.0% 113.6% 147.8% 183.7% 199.3% 257.0% 356.7%

Stock Price / Last Twelve Months EPS

18.2x 8.4x 16.9x 19.0x 18.7x 22.4x 26.1x

Stock Price / 2016 Est. EPS

17.7x 8.0x 16.3x 18.5x 18.1x 21.6x 26.3x

Stock Price / 2017 Est. EPS

16.5x 7.7x 11.9x 16.5x 16.5x 19.8x 26.5x

Stock Price / 2018 Est. EPS

15.5x 7.0x 9.6x 15.8x 15.5x 18.8x 26.8x

Premium / Core Deposits

14.0% (2.7%) 4.8% 14.7% 13.4% 22.6% 24.6%

The disclosure under the heading DESCRIPTION OF THE
MERGEROpinion of Cascades Financial AdvisorComparable Transaction
Analysis is hereby supplemented by amending and restating the
last full table on pg. 74 of the Joint Proxy Statement as
follows:

First Interstate/ Cascade Merger Comparable Transactions Minimum Comparable Transactions th Percentile Comparable Transactions Median Comparable Transactions Mean Comparable Transactions th Percentile Comparable Transactions Maximum

Book Value

157.3% 126.3% 127.3% 172.4% 167.2% 201.2% 218.8%

Tangible Book Value

214.1% 131.1% 146.2% 187.9% 182.5% 224.0% 231.7%

Core Deposit Premium

11.6% 5.2% 6.6% 9.6% 11.9% 19.3% 22.9%

LTM Earnings Per Share

32.2x 2.1x 14.9x 21.0x 20.5x 27.2x 37.5x

Current Year Earnings Per Share

32.6x 13.1x 15.6x 19.5x 19.6x 23.3x 32.0x

Next Year Earnings Per Share

18.6x 11.8x 12.5x 16.6x 18.4x 26.2x 34.9x

One-Day Market Premium

9.3% 0.7% 1.7% 10.4% 19.5% 42.8% 61.9%

The disclosure under the heading DESCRIPTION OF THE
MERGEROpinion of Cascades Financial AdvisorDiscounted Cash Flow
Analysis is hereby supplemented by adding the following
description at the end of the first paragraph on pg. 75 of the
Joint Proxy Statement:

In its analysis, Piper Jaffray used a five-year discount dividend
model, which is a valuation methodology that adds cash flows from
estimated dividends expected to be paid to shareholders through a
specified forecast period, in this case, December31, 2021, to the
terminal value of the entity. To approximate the terminal value
of Cascade common stock at December31, 2022, Piper Jaffray
applied a range of various price to earnings

multiples to estimated 2022 earnings. The estimated current value
of this sum is obtained by discounting this sum to its net
present value using a range of selected discount rates. In
considering the five-year discount dividend model, Piper Jaffray
determined a range of terminal multiples applied to 2022 earnings
based on management projections and estimates, with the range of
terminal values derived from the Cascade Peer Groups forward
price to earnings multiples and the perpetuity method. Earnings
estimates were based on Cascade management estimates through
2020, with 2021 and 2022 based on a long term growth rate of 6%.
Piper Jaffray used an 8% tangible common equity to tangible asset
ratio for Cascade in its future period estimates, with any
capital in excess of this amount paid as dividends. Cascade
management approved the foregoing approach.

The disclosure under the heading DESCRIPTION OF THE
MERGEROpinion of Cascades Financial AdvisorDiscounted Cash Flow
Analysis is hereby supplemented by amending and restating the
second full paragraph on pg. 75 of the Joint Proxy Statement as
follows:

To approximate the range of terminal values of Cascade common
stock at December31, 2022, Piper Jaffray applied price to
earnings multiples ranging from 11.0x to 15.0x. The terminal
values were then discounted to present values using discount
rates ranging from 9.0% to 13.0% when applied to 2022 earnings
multiples, which were selected to reflect different assumptions
regarding potential desired rates of return of holders or
prospective buyers of Cascade common stock. The range of
projected terminal values at December31, 2022, is illustrated in
the following table:

Discount Rate
9.0% 10.0% 11.0% 12.0% 13.0%

Range of Terminal Values at 12/31/22

11.0x $ 5.41 $ 5.20 $ 4.99 $ 4.80 $ 4.62
12.0x $ 5.78 $ 5.55 $ 5.33 $ 5.12 $ 4.92
13.0x $ 6.16 $ 5.91 $ 5.67 $ 5.45 $ 5.23
14.0x $ 6.53 $ 6.26 $ 6.01 $ 5.77 $ 5.54
15.0x $ 6.90 $ 6.62 $ 6.35 $ 6.09 $ 5.85

As illustrated in the following table, the analysis indicates an
imputed range of values per share of Cascade common stock of
$4.62 to $6.90 when applying these earnings multiples.

The disclosure under the heading DESCRIPTION OF THE
MERGEROpinion of Cascades Financial AdvisorDiscounted Cash Flow
Analysis is hereby supplemented by amending and restating the
first full paragraph on pg. 76 of the Joint Proxy Statement as
follows:

Piper Jaffray also performed a five-year dividend discount
analysis using cash flows from estimated dividends expected to be
paid to shareholders to estimate the range of net present values
per share of First Interstate ClassA common stock, assuming that
First Interstate performed in accordance with publicly available
I/B/E/S consensus mean analyst earnings estimates through
December31, 2020. First Interstates 2021 and 2022 earnings were
estimated using the I/B/E/S consensus net income long term growth
rate of 9%. To approximate the terminal value of First Interstate
common stock at December31, 2022, Piper Jaffray applied ranges of
various price to earnings multiples to First Interstates
estimated 2022 earnings, with the range derived from the First
Interstate Peer Groups forward price to earnings multiples and
the perpetuity method. Piper Jaffray assumed an 8% tangible
common equity to tangible asset ratio for First Interstate in its
future period estimates, with any capital in excess of this
amount paid as dividends. Cascade management approved this
approach.

To approximate the terminal value of First Interstate ClassA
common stock at December31, 2022, Piper Jaffray applied price to
earnings multiples ranging from 11.0x to 16.0x. The terminal
values were then discounted to present values using different
discount rates ranging from 9.0% to 13.0% when applied to 2022
earnings, which were chosen to reflect different assumptions
regarding required rates of return holders or prospective buyers
of First Interstate ClassA common stock. The range of projected
terminal values at December31, 2022, is illustrated in the
following table:

Discount Rate
9.0% 10.0% 11.0% 12.0% 13.0%

Terminal Value at 12/31/22

11.0x $ 32.85 $ 31.54 $ 30.30 $ 29.12 $ 28.00
12.0x $ 35.12 $ 33.70 $ 32.36 $ 31.09 $ 29.89
13.0x $ 37.38 $ 35.86 $ 34.43 $ 33.06 $ 31.77
14.0x $ 39.65 $ 38.03 $ 36.49 $ 35.03 $ 33.65
15.0x $ 41.92 $ 40.19 $ 38.55 $ 37.01 $ 35.54
16.0x $ 44.18 $ 42.35 $ 40.62 $ 38.98 $ 37.42

As illustrated in the following table, the analysis indicates an
imputed range of values per share of First Interstate ClassA
common stock of $28.00 to $44.18 when applying these earnings
multiples.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains statements regarding the
proposed merger between Cascade and First Interstate, future
financial and operating results, benefits and synergies of the
proposed transaction and other statements about the future
expectations, beliefs, goals, plans or prospects of the
management of each of Cascade and First Interstate. These
statements constitute forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995. Words such as expects, believes, estimates, anticipates,
targets, goals, projects, intends, plans, seeks, indicates and
variations of such words and similar expressions are intended to
identify such forward-looking statements which are not statements
of historical fact. These forward-looking statements are not
guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to assess.
Actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements. The
closing of the proposed merger is subject to the approval of the
shareholders of Cascade and First Interstate and other customary
closing conditions. There is no assurance that such conditions
will be met or that the proposed merger will be consummated. If
the merger is completed, factors that may cause actual outcomes
to differ from what is expressed or forecasted in these
forward-looking statements include, among things: difficulties
and delays in integrating Cascade and First Interstate and
achieving anticipated synergies, cost savings and other benefits
from the transaction; higher than anticipated transaction costs;
deposit attrition, operating costs, customer loss and business
disruption following the merger, including difficulties in
maintaining relationships with employees, may be greater than
expected; competitive pressures among depository and other
financial institutions may increase significantly and have an
effect on revenues; the strength of the U.S. economy in general,
and of the local economies in which the surviving corporation
will operate, may be different than expected, which could result
in, among other things, a deterioration in credit quality or a
reduced demand for credit and have a negative effect on the
combined corporations loan portfolio and allowance for loan
losses; changes in the U.S. legal and regulatory framework; and
adverse conditions in the stock market, the public debt market
and other capital markets (including changes in interest rate
conditions), which would negatively affect the surviving
corporations business and operating results. For a more complete
list and description of such risks and uncertainties, refer to
Cascades Annual Report on Form 10-K for the year ended
December31, 2016, First Interstates Annual Report on Form 10-K
for the year ended December31, 2016, as well as other filings
made by Cascade and First Interstate with the SEC. Except as
required under the U.S. federal securities laws and the rules and
regulations of the SEC, Cascade and First Interstate disclaim any
intention or obligation to update any forward-looking statements,
whether as a result of new information, future events,
developments, changes in assumptions or otherwise.

Additional Information and Where to Find It

This communication is being made in respect of the proposed
merger between First Interstate and Cascade. In connection with
the proposed merger, First Interstate has filed with the SEC a
Registration Statement on Form S-4, which the SEC declared
effective on April7, 2017, and which includes the Joint Proxy
Statement. Cascade filed the Joint Proxy Statement with the SEC
on April13, 2017. First Interstate and Cascade have also
delivered the Joint Proxy Statement to their respective
shareholders seeking the required shareholder approvals.
First Interstate and Cascade urge investors and security
holders to read the

above-referenced Registration Statement on Form S-4
(including the Joint Proxy Statement) regarding the proposed
merger, as well as other documents filed with the SEC, because
they contain important information about the proposed
merger
. You may obtain copies of all documents filed
with the SEC regarding this transaction, free of charge, at the
SECs website (www.sec.gov). You may also obtain these documents,
free of charge, from: (i)Cascades website (www.botc.com) under
the heading About Us and then under the heading Investor
Relations and then under the heading Investor Information and
then under the tab SEC Filings; (ii) Cascade upon written request
to Cascade Bancorp, Attn: Investor Relations, 1100 North West
Wall Street, P.O. Box 369, Bend, Oregon 97701; or (iii)First
Interstates website (www.fibk.com).

Participants in Solicitation

Cascade, First Interstate and their respective directors,
executive officers, management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
merger. Information concerning Cascades participants is set forth
in Cascades Annual Report on Form 10-K for the year ended
December31, 2016, as filed with the SEC on March3, 2017, and the
Joint Proxy Statement. Information concerning First Interstates
participants is set forth in First Interstates Annual Report on
Form 10-K for the year ended December31, 2016, as filed with the
SEC on March2, 2017, and the Joint Proxy Statement. Additional
information about Cascades directors and executive officers and
First Interstates directors and executive officers can also be
found in the Joint Proxy Statement. Investors should read the
Joint Proxy Statement carefully before making any voting or
investment decisions. You can obtain free copies of these
documents from First Interstate and Cascade using the contact
information above.


About CASCADE BANCORP (NASDAQ:CACB)

Cascade Bancorp is a United States-based bank holding company. The Company operates through its subsidiary, Bank of the Cascades (the Bank). The Bank is an Oregon state chartered bank. The Bank offers a range of commercial and retail banking services to its customers. It provides commercial real estate loans, real estate construction and development loans, and commercial and industrial loans, as well as consumer installment, line-of-credit, credit card and home equity loans. It also originates residential mortgage loans. It provides consumer and business deposit services, including checking, money market, time deposit accounts and related payment services, Internet banking, electronic bill payment and remote deposits. It provides trust and investment related services. As of December 31, 2015, the Bank operated 37 branches serving communities in Central, Southern and Northwest Oregon, as well as in the greater Boise/Treasure Valley, Idaho and Seattle, Washington areas.

CASCADE BANCORP (NASDAQ:CACB) Recent Trading Information

CASCADE BANCORP (NASDAQ:CACB) closed its last trading session down -0.29 at 7.22 with 117,025 shares trading hands.

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