UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

101119105

(CUSIP Number)

Jeffrey Ferguson

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, D.C. 20004-2505

(202) 729-5626

Copy to:

Maripat Alpuche, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 16, 2013

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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1		Names of reporting persons   Carlyle Group Management L.L.C.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       7,756,022
				9		Sole dispositive power       0
				10		Shared dispositive power       7,756,022
11		Aggregate amount beneficially owned by each reporting person       7,756,022
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       9.8%
14		Type of reporting person       OO (Delaware limited liability company)

 

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1		Names of reporting persons   The Carlyle Group L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       7,756,022
				9		Sole dispositive power       0
				10		Shared dispositive power       7,756,022
11		Aggregate amount beneficially owned by each reporting person       7,756,022
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       9.8%
14		Type of reporting person       PN

 

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1		Names of reporting persons   Carlyle Holdings II GP L.L.C.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       7,756,022
				9		Sole dispositive power       0
				10		Shared dispositive power       7,756,022
11		Aggregate amount beneficially owned by each reporting person       7,756,022
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       9.8%
14		Type of reporting person       OO (Delaware limited liability company)

 

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1		Names of reporting persons   Carlyle Holdings II L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Québec
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       7,756,022
				9		Sole dispositive power       0
				10		Shared dispositive power       7,756,022
11		Aggregate amount beneficially owned by each reporting person       7,756,022
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       9.8%
14		Type of reporting person       PN (Québec société en commandite)

 

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1		Names of reporting persons   TC Group Cayman Investment Holdings, L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       7,756,022
				9		Sole dispositive power       0
				10		Shared dispositive power       7,756,022
11		Aggregate amount beneficially owned by each reporting person       7,756,022
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       9.8%
14		Type of reporting person       PN (Cayman Islands exempt limited partnership)

 

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1		Names of reporting persons   TC Group Cayman Investment Holdings Sub L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       7,756,022
				9		Sole dispositive power       0
				10		Shared dispositive power       7,756,022
11		Aggregate amount beneficially owned by each reporting person       7,756,022
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       9.8%
14		Type of reporting person       PN (Cayman Islands exempt limited partnership)

 

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1		Names of reporting persons   Carlyle Financial Services, Ltd.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       7,756,022
				9		Sole dispositive power       0
				10		Shared dispositive power       7,756,022
11		Aggregate amount beneficially owned by each reporting person       7,756,022
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       9.8%
14		Type of reporting person       OO (Cayman Islands Exempt Company)

 

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1		Names of reporting persons   TCG Financial Services, L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       7,756,022
				9		Sole dispositive power       0
				10		Shared dispositive power       7,756,022
11		Aggregate amount beneficially owned by each reporting person       7,756,022
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       9.8%
14		Type of reporting person       PN (Cayman Islands Exempt Limited Partnership)

 

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1		Names of reporting persons   BP Holdco, L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       7,756,022
				9		Sole dispositive power       0
				10		Shared dispositive power       7,756,022
11		Aggregate amount beneficially owned by each reporting person       7,756,022
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       9.8%
14		Type of reporting person       PN

 

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1		Names of reporting persons   DBD Cayman Holdings Ltd.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       0
				9		Sole dispositive power       0
				10		Shared dispositive power       0
11		Aggregate amount beneficially owned by each reporting person       0
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       0.0%
14		Type of reporting person       OO (Cayman Islands Exempt Company)

 

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1		Names of reporting persons   DBD Cayman Ltd.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       0
				9		Sole dispositive power       0
				10		Shared dispositive power       0
11		Aggregate amount beneficially owned by each reporting person       0
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       0.0%
14		Type of reporting person       OO (Cayman Islands Exempt Company)

 

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1		Names of reporting persons   TCG Holdings Cayman II, L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Source of funds       OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       0
				9		Sole dispositive power       0
				10		Shared dispositive power       0
11		Aggregate amount beneficially owned by each reporting person       0
12		Check if the aggregate amount in Row (11) excludes certain shares    ¨
13		Percent of class represented by amount in Row (11)       0.0%
14		Type of reporting person       PN (Cayman Islands Exempt Limited Partnership)

 

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Preliminary Note

This Amendment No. 5, dated April 17, 2013 (this “Amendment No. 5”), supplements and amends the Schedule 13D filed on September 3, 2008 (as amended and supplemented to date, the “Schedule 13D”) by Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., Carlyle Financial Services, Ltd., TCG Financial Services, L.P., BP Holdco, L.P. (“BP Holdco”), DBD Cayman Holdings, Ltd., DBD Cayman, Ltd. and TCG Holdings Cayman II, L.P. with respect to the common stock, par value $1.00 per share (the “Common Stock”), of Boston Private Financial Holdings, Inc., (the “Issuer”). Capitalized terms used in this Amendment No. 5 and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13D.

 

Item 2.

Identity and Background

Item 2 of the Schedule 13D is amended and restated in its entirety by the following information:

This statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

Carlyle Group Management L.L.C.,

The Carlyle Group L.P.,

Carlyle Holdings II GP L.L.C.,

Carlyle Holdings II L.P.,

TC Group Cayman Investment Holdings, L.P.,

TC Group Cayman Investment Holdings Sub L.P.,

Carlyle Financial Services, Ltd.,

TCG Financial Services, L.P.,

BP Holdco,

DBD Cayman Holdings, Ltd.,

DBD Cayman, Ltd. and

TCG Holdings Cayman II, L.P.

Following an internal reorganization on May 2, 2012, TC Group Cayman Investment Holdings, L.P. is no longer the sole shareholder of Carlyle Financial Services, Ltd. Accordingly, TCG Holdings Cayman II, L.P., DBD Cayman, Ltd., and DBD Cayman Holdings, Ltd. may no longer be deemed to beneficially own any of the Common Stock reported herein.

Each of Carlyle Group Management L.L.C., The Carlyle Group, L.P., Carlyle Holdings II GP L.L.C., and BP Holdco, is organized in the state of Delaware. Carlyle Holdings II L.P. is a Québec société en commandite. The address of the principal business and principal office of each of these Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington, DC 20004-2505.

Each of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., Carlyle Financial Services, Ltd., TCG Financial Services, L.P., DBD Cayman Holdings Ltd., DBD Cayman Ltd. and TCG Holdings Cayman II, L.P. is organized under the laws of the Cayman Islands. The address of the principal business and principal office of each of these Reporting Persons is c/o Walkers Corporate Services Limited, Walker House, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands.

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Each of the Reporting Persons is principally engaged in the business of investments in securities.

The directors of Carlyle Group Management L.L.C. are William E. Conway, Jr., Daniel A. D’Aniello, Jay S. Fishman, Lawton W. Fitt, James H. Hance, Jr., Janet Hill, Edward J. Mathias, Dr. Thomas S. Robertson, David M. Rubenstein and William J. Shaw (collectively, the “Directors”). The executive officers of Carlyle Group Management LLC are William E. Conway, Jr., Daniel A. D’Aniello, Jeffrey W. Ferguson, Adena T. Friedman, David M. Rubenstein and Glenn A. Youngkin (collectively, the “Executive Officers,” and, together with the Directors, the “Related Persons”). Each of the Related Persons is a citizen of the United States.

The Directors of Carlyle Financial Services, Ltd. are William E. Conway, Jr., Daniel A. D’Aniello, David M. Rubenstein and Glenn A. Youngkin. The officers of Carlyle Holdings II L.P. are William E. Conway, Jr., Daniel A. D’Aniello, Jeffrey W. Ferguson, Adena T. Friedman, David M. Rubenstein and Glenn A. Youngkin.

The present principal occupation of each of the Related Persons is as follows: William E. Conway, Jr., Co-Chief Executive Officer and Co-founder of The Carlyle Group; Daniel A. D’Aniello, Chairman and Co-founder of The Carlyle Group; Jay S. Fishman, Chairman and Chief Executive Officer of The Travelers Companies, Inc.; Lawton W. Fitt, Director of Carlyle Group Management L.L.C.; James H. Hance, Jr., Director of Carlyle Group Management L.L.C.; Janet Hill, Principal of Hill Family Advisors; Edward J. Mathias, Managing Director of The Carlyle Group; Dr. Thomas S. Robertson, Dean of the Wharton School at the University of Pennsylvania; David M. Rubenstein, Co-Chief Executive Officer and Co-founder of The Carlyle Group; William J. Shaw, Director of Carlyle Group Management L.L.C.; Jeffrey W. Ferguson, Managing Director and General Counsel of The Carlyle Group; Adena T. Friedman, Chief Financial Officer of The Carlyle Group; and Glenn A. Youngkin, Chief Operating Officer of The Carlyle Group. The business address of each of the Related Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington, DC 20004-2505.

The agreement among the Reporting Persons relating to the joint filing of this Statement is attached as Exhibit 4 hereto.

During the past five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof:

On April 16, 2013, BP Holdco and the Issuer entered an agreement (the “Repurchase Agreement”) pursuant to which the Issuer has agreed, subject to the conditions set forth therein, to repurchase for cash all of the shares of Series B Preferred Stock held by BP Holdco at a purchase price based on the volume-weighted average price of the Issuer’s stock for the five-trading day period ending on April 17, 2013. The funds necessary to complete such purchase shall be obtained by the Issuer, in whole or part, from the proceeds of a public offering by the Issuer of shares of nonconvertible preferred stock of the Issuer. The purchase and sale of the shares of Series B Preferred Stock pursuant to the Repurchase Agreement is subject to, and will occur on the date of, the closing of such public offering.

The foregoing description of the Repurchase Agreement is subject to, and qualified in its entirety by, reference to the Repurchase Agreement, which is included as Exhibit 6 hereto.

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Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated in its entirety by inserting the following information:

(a) – (b)

As of the date hereof, each of the Reporting Persons beneficially owns the number and percentage of shares of Common Stock issued and outstanding listed opposite its name:

 

Reporting Person		Amount beneficially owned				Percent of class (1)				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition of				Shared power to dispose or to direct the disposition of
Carlyle Group Management L.L.C.			7,756,022				9.8	%			0				7,756,022				0				7,756,022
The Carlyle Group L.P.			7,756,022				9.8	%			0				7,756,022				0				7,756,022
Carlyle Holdings II GP L.L.C.			7,756,022				9.8	%			0				7,756,022				0				7,756,022
Carlyle Holdings II L.P.			7,756,022				9.8	%			0				7,756,022				0				7,756,022
TC Group Cayman Investment Holdings, L.P.			7,756,022				9.8	%			0				7,756,022				0				7,756,022
TC Group Cayman Investment Holdings Sub L.P.			7,756,022				9.8	%			0				7,756,022				0				7,756,022
Carlyle Financial Services, Ltd.			7,756,022				9.8	%			0				7,756,022				0				7,756,022
TCG Financial Services, L.P.			7,756,022				9.8	%			0				7,756,022				0				7,756,022
BP Holdco, L.P.			7,756,022				9.8	%			0				7,756,022				0				7,756,022
DBD Cayman Holdings Ltd.			0				0.0	%			0				0				0				0
DBD Cayman Ltd.			0				0.0	%			0				0				0				0
TCG Holdings Cayman II, L.P.			0				0.0	%			0				0				0				0

 

(1)	Based on 78,997,218 shares of Common Stock outstanding as of March 8, 2013.

BP Holdco is the record holder of 7,756,022 shares of Common Stock. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of Carlyle Financial Services, Ltd., which is the general partner of TCG Financial Services, L.P., which is the general partner of BP Holdco.

None of the other Reporting Persons or Related Persons beneficially owns any Common Stock.

---

Except as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other person named in this Item 5(a)-(b).

(c) Except as described above pursuant to the Repurchase Agreement, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock.

(d) None.

(e) Following an internal reorganization on May 2, 2012, TC Group Cayman Investment Holdings, L.P. is no longer the sole shareholder of Carlyle Financial Services, Ltd. Accordingly, TCG Holdings Cayman II, L.P., DBD Cayman, Ltd., and DBD Cayman Holdings, Ltd. may no longer be deemed to beneficially own any of the Common Stock reported herein.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The information set forth in Item 4 above is incorporated by reference in response to Item 6.

 

Item 7.

Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by adding the following text to the end thereof:

“Exhibit 6 – Repurchase Agreement.”

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 17, 2013

 

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Exhibit Index

 

Exhibit		Title
Exhibit 2		Investment Agreement, dated July 22, 2008, between Boston Private Financial Holdings, Inc. and BP Holdco, L.P.*
Exhibit 3		Investment Agreement, dated June 18, 2010, between Boston Private Financial Holdings, Inc. and BP Holdco, L.P.*
Exhibit 4		Joint Filing Agreement.**
Exhibit 5		Power of Attorney.**
Exhibit 6		Repurchase Agreement, dated April 16, 2013 between Boston Private Financial Holdings, Inc. and BP Holdco, L.P.**

 

*	Previously filed

**	Filed herewith