sc13dza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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:
Lee Meyerson, Esq.
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)
June 18, 2010
(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. o
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Note: |
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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. |
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* |
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The remainder of this cover page shall be filled out for a reporting persons
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 |
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NAME OF REPORTING PERSON:
DBD Cayman, Ltd. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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7,431,022 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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7,431,022 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7,431,022 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.79%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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OO (Cayman Islands exempted company) |
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(1) |
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Percentage calculated based on 75,909,358 shares of Common Stock outstanding, which is the sum of (i) 70,109,908 shares of Common Stock outstanding as of June 18, 2010, (ii) 4,715,000 shares of Common Stock issued in connection with the public offering by the Issuer that closed on June 21, 2010 and (iii) 1,084,450 shares of Common Stock purchased by BP Holdco pursuant to the 2010 Investment Agreement. |
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1 |
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NAME OF REPORTING PERSON:
TCG Holdings Cayman II, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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7,431,022 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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7,431,022 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7,431,022 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.79%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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PN (Cayman Islands exempted limited partnership) |
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(1) |
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Percentage calculated based on 75,909,358 shares of Common Stock outstanding, which is the sum of (i) 70,109,908 shares of Common Stock outstanding as of June 18, 2010, (ii) 4,715,000 shares of Common Stock issued in connection with the public offering by the Issuer that closed on June 21, 2010 and (iii) 1,084,450 shares of Common Stock purchased by BP Holdco pursuant to the 2010 Investment Agreement. |
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1 |
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NAME OF REPORTING PERSON:
TC Group Cayman Investment Holdings, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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7,431,022 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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7,431,022 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7,431,022 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.79%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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PN (Cayman Islands exempted limited partnership) |
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(1) |
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Percentage calculated based on 75,909,358 shares of Common Stock outstanding, which is the sum of (i) 70,109,908 shares of Common Stock outstanding as of June 18, 2010, (ii) 4,715,000 shares of Common Stock issued in connection with the public offering by the Issuer that closed on June 21, 2010 and (iii) 1,084,450 shares of Common Stock purchased by BP Holdco pursuant to the 2010 Investment Agreement. |
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1 |
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NAME OF REPORTING PERSON:
Carlyle Financial Services, Ltd. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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7,431,022 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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7,431,022 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
7,431,022 |
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|
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.79%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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|
OO (Cayman Islands exempted company) |
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(1) |
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Percentage calculated based on 75,909,358 shares of Common Stock outstanding, which is the sum of (i) 70,109,908 shares of Common Stock outstanding as of June 18, 2010, (ii) 4,715,000 shares of Common Stock issued in connection with the public offering by the Issuer that closed on June 21, 2010 and (iii) 1,084,450 shares of Common Stock purchased by BP Holdco pursuant to the 2010 Investment Agreement. |
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1 |
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NAME OF REPORTING PERSON:
TCG Financial Services, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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7,431,022 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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|
7,431,022 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
7,431,022 |
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|
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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|
o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.79%(1) |
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|
14 |
|
TYPE OF REPORTING PERSON |
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|
PN (Cayman Islands exempted limited partnership) |
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|
(1) |
|
Percentage calculated based on 75,909,358 shares of Common Stock outstanding, which is the sum of (i) 70,109,908 shares of Common Stock outstanding as of June 18, 2010, (ii) 4,715,000 shares of Common Stock issued in connection with the public offering by the Issuer that closed on June 21, 2010 and (iii) 1,084,450 shares of Common Stock purchased by BP Holdco pursuant to the 2010 Investment Agreement. |
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1 |
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NAME OF REPORTING PERSON:
BP Holdco, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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7,431,022 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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|
7,431,022 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
7,431,022 |
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|
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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|
o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.79%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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(1) |
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Percentage calculated based on 75,909,358 shares of Common Stock outstanding, which is the sum of (i) 70,109,908 shares of Common Stock outstanding as of June 18, 2010, (ii) 4,715,000 shares of Common Stock issued in connection with the public offering by the Issuer that closed on June 21, 2010 and (iii) 1,084,450 shares of Common Stock purchased by BP Holdco pursuant to the 2010 Investment Agreement. |
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Item 1. |
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Security and Issuer |
This Amendment No. 2, dated June 23, 2010 (this Amendment No. 2), supplements and amends the
Schedule 13D filed on September 3, 2008 (the Original Schedule 13D) and Amendment No. 1 to the
Original Schedule 13D filed on October 9, 2008 (Amendment No. 1) by BP Holdco, L.P. (BP
Holdco), TCG Financial Services, L.P., Carlyle Financial Services, Ltd., TC Group Cayman
Investment Holdings, L.P., TCG Holdings Cayman II, L.P. and DBD Cayman, Ltd. with respect to the
Common Stock of the Issuer. Capitalized terms used in this Amendment No. 2 and not otherwise
defined herein shall have the same meanings ascribed to them in the Original Schedule 13D.
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Item 2. |
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Identity and Background |
Item 2 is hereby amended and supplemented as follows:
As of the date hereof, David K. Zwiener is no longer an executive officer of Carlyle
Financial Services, Ltd. and accordingly is also no longer a Related Person.
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Item 3. |
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Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and supplemented by adding the following paragraphs to the end
thereof:
Pursuant to the Investment Agreement, dated June 18, 2010 (the 2010 Investment Agreement),
between the Issuer and BP Holdco, on June 22, 2010, BP Holdco
became obligated to acquire, and the Issuer became obligated to sell, for an aggregate
purchase price of $6,267,850 (the 2010 Purchase Price), 1,084,450 shares of Common Stock.
The obligation of BP Holdco to
fund the 2010 Purchase Price and of the Issuer to deliver the shares
of Common Stock will become due on July 7, 2010.
Carlyle Global Financial Services Partners, L.P. (the Fund), an affiliate of BP Holdco, has
entered into a commitment to contribute equity to BP Holdco to fund
the 2010 Purchase Price. While the precise method of funding has not been finally determined, it is currently
contemplated that the 2010 Purchase Price may be funded initially with a line of credit in favor of
the Fund, which will be subsequently repaid with an equity contribution by the Fund.
The foregoing references to and description of the 2010 Investment Agreement do not purport to
be complete and are subject to, and are qualified in their entirety by reference to, the full text
of the 2010 Investment Agreement, which is included as Exhibit 3 hereto and is incorporated by
reference to this Item 3.
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Item 4. |
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Purpose of Transaction |
Item 4 is hereby amended and supplemented by adding the following paragraphs to the end
thereof:
The information set forth in Items 3 and 6 is incorporated herein by reference.
BP
Holdco acquired the Common Stock pursuant to the 2010 Investment
Agreement as described in Item 3 (the 2010 Investment) for
investment purposes. The Investment Agreement provided BP Holdco with certain gross-up rights to
purchase Common Stock in the event that the Issuer issued new shares of Common Stock or certain
other securities in order to permit BP Holdco to maintain its ownership percentage in the Issuer.
The 2010 Investment Agreement was executed in order to permit BP Holdco to exercise such gross up
rights and in satisfaction of the Issuers obligations pursuant to the Investment Agreement.
The 2010 Investment was not motivated by an intent to exercise control, directly or
indirectly, over the management, policies or business operations of the Issuer.
Subject to the limitations referred to under Market Standoff in Item 6 below and limitations
imposed by applicable securities laws, the Reporting Persons may seek to dispose of their shares of
Common Stock (including, without limitation, distributing some or all of the shares of Common Stock
to the Reporting Persons respective members, partners, stockholders or beneficiaries, as
applicable) from time to time, subject to market conditions and other investment considerations.
To the extent permitted by the 2010 Investment Agreement and applicable bank regulatory
limitations, each Reporting Person may directly or indirectly acquire additional shares of Common
Stock or associated rights or securities exercisable for or convertible into Common Stock,
depending upon an ongoing evaluation of its investment in Common Stock and securities exercisable
for or convertible into Common Stock, applicable legal restrictions, prevailing market conditions,
liquidity requirements of such Reporting Person and/or other investment considerations.
To the extent permitted under the 2010 Investment Agreement, the Reporting Persons may engage
in discussions with management, the board of directors, other stockholders of the Issuer and other
relevant parties concerning the business, operations, board composition, management, strategy and
future plans of the Issuer.
The foregoing references to and description of the 2010 Investment Agreement do not purport to
be complete and are subject to, and are qualified in their entirety by reference to, the full text
of the 2010 Investment Agreement, which is incorporated by reference to this Item 4.
Other than as described in this Item 4, each of the Reporting Persons and, to the knowledge of
each of the Reporting Persons, each of the Related Persons have no present plans or proposals that
relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule
13D.
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Item 5. |
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Interests in Securities of the Issuer |
Item 5 is hereby restated in its entirety as follows:
The information contained on the cover pages to this Amendment No. 2 and the information set
forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.
(a) and (b)
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Sole Power to |
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Shared Power to |
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Dispose or to |
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Shared Power to |
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Amount Beneficially |
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Sole Power to Vote |
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Vote or Direct the |
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Direct the |
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Dispose or Direct |
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Reporting Person |
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Owned |
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Percent of Class |
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or Direct the Vote |
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Vote |
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Disposition |
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the Disposition |
|
BP Holdco, L.P. |
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|
7,431,022 |
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|
9.79 |
% |
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|
0 |
|
|
|
7,431,022 |
|
|
|
0 |
|
|
|
7,431,022 |
|
|
TCG Financial Services, L.P. |
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|
7,431,022 |
|
|
|
9.79 |
% |
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|
0 |
|
|
|
7,431,022 |
|
|
|
0 |
|
|
|
7,431,022 |
|
|
Carlyle Financial Services, Ltd. |
|
|
7,431,022 |
|
|
|
9.79 |
% |
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|
0 |
|
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|
7,431,022 |
|
|
|
0 |
|
|
|
7,431,022 |
|
|
TC Group Cayman Investment Holdings, L.P. |
|
|
7,431,022 |
|
|
|
9.79 |
% |
|
|
0 |
|
|
|
7,431,022 |
|
|
|
0 |
|
|
|
7,431,022 |
|
|
TCG Holdings Cayman II, L.P. |
|
|
7,431,022 |
|
|
|
9.79 |
% |
|
|
0 |
|
|
|
7,431,022 |
|
|
|
0 |
|
|
|
7,431,022 |
|
|
DBD Cayman, Ltd. |
|
|
7,431,022 |
|
|
|
9.79 |
% |
|
|
0 |
|
|
|
7,431,022 |
|
|
|
0 |
|
|
|
7,431,022 |
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DBD Cayman, Ltd. is the general partner of TCG Holdings Cayman II, L.P., which is the
general partner of TC Group Cayman Investment Holdings, 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, L.P. DBD Cayman, Ltd. is controlled by its three-person
board of directors, and all board action relating to the voting or disposition of the shares of
Common Stock referred to herein requires the approval of a majority of the board. The members of
the board are William E. Conway, Jr., Daniel A. DAniello and David Rubenstein, each of whom
disclaims beneficial ownership of the shares of Common Stock referred to herein. Carlyle Financial
Services, Ltd. is controlled by its four-person board of directors, and all board action relating
to the voting or disposition of the shares of Common Stock referred to herein requires the approval
of a majority of the board. The members of the board are William E. Conway, Jr., Daniel A.
DAniello, David Rubenstein and Peter Nachtwey, each of whom disclaims beneficial ownership of the
shares of Common Stock referred to herein.
(c) Except as set forth in this Item 5, none of the Reporting Persons nor, to the knowledge
of each of the Reporting Persons, without independent verification, any of the Related Persons, has
engaged in any transaction during the past 60 days involving the securities of the Issuer.
(d) Other than the Reporting Persons, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the
Issuer referred to in this Item 5.
(e) Not applicable.
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Item 6. |
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Contracts, Arrangements or Understandings with Respect to Securities of the Issuer |
Item 6 is hereby amended and supplemented by adding the following paragraphs to the end
thereof:
The information set forth in Items 2, 3, 4 and 5 is incorporated herein by
reference.
2010 Investment Agreement
On June 18, 2010, BP Holdco entered into the 2010 Investment Agreement with the Issuer,
pursuant to which, on June 22, 2010, BP Holdco became obligated to acquire, and the Issuer became obligated to sell, 1,084,450 shares of Common Stock in exchange for the 2010
Purchase Price.
The 2010 Investment Agreement includes, among other provisions, the following terms:
Representations and Warranties. Customary representations and warranties were made by the
Issuer to BP Holdco relating to the Issuer, its business and the issuance of the Securities. The
Issuer agreed to indemnify BP Holdco for breaches of its representations and warranties in certain
circumstances.
Market Standoff. Subject to certain exceptions, BP Holdco agreed not to sell or otherwise
dispose of shares of capital stock of the Issuer for a period of 60 days after the Closing Date
(the Lock-Up Period), which may be extended under certain conditions.
Additional Agreements. The Issuer shall use commercially reasonable efforts to amend its
Articles of Organization within 45 days of the closing of the transactions contemplated by the 2010
Investment Agreement (the Closing Date) to authorize the creation of a new series of preferred
stock of the Issuer (the Transferee Preferred Stock) having identical terms in all respects to
the Series B Preferred Stock, except that the Transferee Preferred Stock shall not be subject to
the transfer restrictions set forth in Section 4.2 of the Investment Agreement, and shall not
contain any limitation on any persons ability to own, control, have the power to vote or convert
the shares of Transferee Preferred Stock (or the shares of Common Stock into which shares of
Transferee Preferred Stock may be converted) or any limitation on any adjustment or other provision
therein, on the basis of the percentage of voting securities that any holder of such securities (or
any of its Affiliates) owns, controls or has the power to vote.
The Issuer shall use commercially reasonable efforts to register warrants (Transferee
Warrants) having identical terms in all respects to the Warrants issued to BP Holdco pursuant to
the Investment Agreement, except that such Transferee Warrants shall not be subject to the transfer
restrictions set forth in Section 4.2 of the Investment Agreement, and shall not contain any
limitation on any persons ability to own, control, have the power to vote or exercise the
Transferee Warrants (or the shares of Common Stock that the holder of any Transferee Warrants may
be entitled upon exercise) or any limitation on any adjustment or other
provision therein, on the
basis of the percentage of voting securities that any holder of such securities (or any of its
Affiliates) owns, controls or has the power to vote.
At any time after the registration of the Transferee Preferred Stock and Transferee Warrants,
in connection with any transfer, sale, assignment or other disposition of Series B Preferred Stock
and/or Warrants pursuant to the terms of Section 4.2 of the Investment Agreement, upon the request
of the transferor, the transferor shall be entitled to surrender to the Issuer the shares of Series
B Preferred Stock and/or the Warrants to be so transferred, and, upon such surrender, the Issuer
shall issue to the transferor for immediate delivery to the transferee, in lieu of the shares of
Series B Preferred Stock and/or Warrants surrendered, an equal number of shares of the respective
series of Transferee Preferred Stock and/or Transferee Warrants, as the case may be.
Registration Rights. The Issuer granted to BP Holdco the same registration rights as was
granted under the Investment Agreement. The Issuer shall, as promptly as practicable and in any
event within 45 days after the Closing Date, use its commercially reasonable efforts to cause to be
filed a registration statement on Form S-1, or to amend any existing shelf registration statements,
to include the Common Stock issued pursuant to the 2010 Investment Agreement (and/or any Transferee
Preferred Stock or Transferee Warrants that may issued as described in the section entitled
Additional Agreements above).
Gross-Up
Right. The Issuer granted BP Holdco the same gross up rights with
respect to the Common Stock issued pursuant to the 2010 Investment
Agreement as was granted under
the Investment Agreement.
Fees and Expenses. Each of the parties will bear and pay all other costs and expenses
incurred by it or on its behalf in connection with the transactions contemplated pursuant to the
2010 Investment Agreement.
The foregoing references to and description of the 2010 Investment Agreement do not purport to
be complete and are subject to, and are qualified in their entirety by reference to, the full text
of the 2010 Investment Agreement, which is included as Exhibit 3
hereto and is incorporated by
reference to this Item 6.
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Item 7. |
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Material to be Filed as Exhibits |
Item 7 is hereby amended by adding the following to the end thereof:
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Exhibit 3 Investment Agreement, dated June 18, 2010, between Boston Private Financial Holdings,
Inc. and BP Holdco, L.P. |
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: June 23, 2010
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DBD CAYMAN, LTD.
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By: |
/s/ Daniel A. DAniello
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Name: |
Daniel A. DAniello |
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Title: |
Director |
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TCG HOLDINGS CAYMAN II, L.P.
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By: |
DBD CAYMAN, LTD., |
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its general partner |
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By: |
/s/ Daniel A. DAniello
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Name: |
Daniel A. DAniello |
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Title: |
Director |
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TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.
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By: |
TCG HOLDINGS CAYMAN II, L.P., |
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its general partner |
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By: |
DBD CAYMAN, LTD.,
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its general partner |
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By: |
/s/ Daniel A. DAniello
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Name: |
Daniel A. DAniello |
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Title: |
Director |
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CARLYLE FINANCIAL SERVICES, LTD.
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By: |
/s/ Daniel A. DAniello
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Name: |
Daniel A. DAniello |
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Title: |
Director |
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TCG FINANCIAL SERVICES, L.P.
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By: |
CARLYLE FINANCIAL SERVICES, LTD., |
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its general partner |
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By: |
/s/ Daniel A. DAniello
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Name: |
Daniel A. DAniello |
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Title: |
Director |
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BP HOLDCO, L.P.
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By: |
TCG FINANCIAL SERVICES, L.P., |
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its general partner |
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By: |
CARLYLE FINANCIAL SERVICES, LTD.,
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its general partner |
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By: |
/s/ Daniel A. DAniello
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Name: |
Daniel A. DAniello |
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Title: |
Director |
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EXHIBIT INDEX
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Exhibit |
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Title |
Exhibit 3
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Investment Agreement, dated June 18, 2010, between Boston
Private Financial Holdings, Inc. and BP Holdco, L.P. |