Item 1.01, on October 26, 2009, the Company entered into a binding Letter Agreement with Cohen & Company Financial Management, LLC for the restructuring of the Company’s TPS in an aggregate principal amount of $66,500,000.  Pursuant to the Letter Agreement, the Company will exchange the TPS for senior notes in the aggregate principal amount of $13,300,000, representing 20% of the original balance of the TPS. Interest will accrue on the Notes at a fixed rate of 7.5% per annum, payable quarterly, and the Notes will mature five years from the date of issuance.  The Company will be obligated to redeem the Notes for cash upon the fifth day following the closing of the Public Offering discussed above.  The consummation of the exchange of the TPS is subject to prior approval by the Federal Reserve Bank of San Francisco and the Oregon Division of Finance and Corporate Securities, the Company’s primary regulators.
 
Item 3.02        Unregistered Sales of Equity Securities.
 
The Securities Purchase Agreements described in Item 1.01 above, which description is incorporated herein by reference, constitute a sale of unregistered securities by the Company.
 
Forward Looking Statements.
 
This Current Report on Form 8-K 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 forward-looking statements, as do any other statements that expressly or implicitly predict future events, results or performance, and such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Certain risks and uncertainties and 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 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 Current Report on Form 8-K. The Company undertakes no obligation to publish revised forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date hereof.  Readers should carefully review all disclosures filed by the Company from time to time with the SEC.
 
Item 9.01        Financial Statements and Exhibits
 
10.1 
Securities Purchase Agreement, dated October 29, 2009 between the Company and David F. Bolger.
 
10.2 
Securities Purchase Agreement, dated October 29, 2009 between the Company and BOTC Holdings LLC.
 
10.3 
Letter Agreement dated October 26, 2009 between the Company and Cohen & Company Financial Management, LLC.
 
99.1 
Press Release dated October 29, 2009.
 
99.2 
Press Release dated October 29, 2009

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

   
CASCADE BANCORP
     
Date: October 29, 2009
By: 
/s/ Patricia L. Moss
   
 
Patricia L. Moss
Chief Executive Officer