Amended Statement of Beneficial Ownership (sc 13d/a)
01 Dezember 2017 - 10:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 2)
*
Capital Bank Financial Corp.
(Name of Issuer)
Class A Common Stock, par value $0.01
per share
(Title
of Class of Securities)
139794
101
(CUSIP Number)
John Monsky
Oak Hill Capital Management, LLC
65 East 55
th
Street, 32
nd
Floor,
New York, NY 10022
With a copy to:
Elizabeth Cooper, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
Telephone: (212) 455-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 which 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, as amended, (“
Act
”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act.
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CUSIP No. 139794 101
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Page 2 of 8 Pages
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1
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Names of Reporting Persons
Oak Hill Capital Partners III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a)
¨
(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 (see Instructions)
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
0
|
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (see instructions)
|
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 139794 101
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Page 3 of 8 Pages
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1
|
Names of Reporting Persons
Oak Hill Capital Management Partners III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
¨
(b)
þ
|
|
3
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SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
N/A
|
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (see instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
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|
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CUSIP No. 139794 101
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Page 4 of 8 Pages
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1
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Names of Reporting Persons
OHCP GenPar III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a)
¨
(b)
þ
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (see instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
|
|
|
|
|
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CUSIP No. 139794 101
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Page 5 of 8 Pages
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1
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Names of Reporting Persons
OHCP MGP Partners III, L.P.
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|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
¨
(b)
þ
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (see instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
|
|
|
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CUSIP
No. 139794 101
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Page 6 of 8 Pages
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1
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Names of Reporting Persons
OHCP MGP III, Ltd.
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
¨
(b)
þ
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
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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 (see instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
|
|
14
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TYPE OF REPORTING PERSON (see instructions)
OO
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This Amendment No. 2 (this “
Amendment
No. 2
”), supplements and amends the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission
on October 28, 2016, as supplemented and amended by Amendment No. 1 filed on May 5, 2017 (the “
Schedule 13D
”),
relating to shares of Class A Common Stock, par value $0.01 per share (the “
Class A Common Stock
”), of Capital
Bank Financial Corp., a Delaware corporation (the “
Issuer
”) and is being filed on behalf of the Reporting Persons.
Capitalized terms used in this Amendment No. 2 and not otherwise defined herein shall have the same meanings ascribed to them in
the Schedule 13D. Except as otherwise specified in this Amendment No. 2, items in the Schedule 13D remain unchanged.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended and
supplemented with the information contained in Item 6 of this Amendment No. 2, which is hereby incorporated by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) and (b) As of the date hereof, none
of the Reporting Persons and none of the Related Persons beneficially own any shares of Class A Common Stock.
(c) Except as otherwise described herein,
none of the Reporting Persons nor, to the knowledge of each of the Reporting Persons, without independent verification, any of
the Related Persons has effected any transactions in Common Stock in the past 60 days.
(d) Not applicable.
(e) Each of the Reporting Persons ceased
to be a beneficial owner of more than five percent of the Class A Common Stock on the FHN Closing Date, as defined herein.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended
and supplemented by adding the following:
On November 30, 2017 (the “
FHN
Closing Date
”), pursuant to that Agreement and Plan of Merger (the “
FHN Merger Agreement
”) entered
into on May 3, 2017 by and between the Issuer, First Horizon National Corp., a Tennessee corporation (“
FHN
”),
and Firestone Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of FHN (“
Merger Sub
”), (i)
Merger Sub merged with and into the Issuer, with the Issuer, as the surviving corporation, continuing its corporate existence under
the laws of the State of Delaware (the “
FHN Merger
”), (ii) each share of the Issuer’s Class A Common Stock
and each share of the Issuer’s Class B Non-Voting Common Stock, in each case issued and outstanding immediately prior to
the FHN Closing Date (other than Exception Shares (as defined in the FHN Merger Agreement)) was converted into the right to receive,
at the election of the holder but subject to proration, either $40.573 in cash or 2.1732 shares of common stock of FHN (based on
the average closing sale price of FHN common stock for the ten full trading days prior to the FHN Closing Date).
Oak Hill Capital Partners III, L.P. and
Oak Hill Capital Management Partners III, L.P. disposed of 2,403,328 and 78,931 shares of Class A Common Stock, respectively, in
the Merger, in exchange for 5,222,912 and 171,532 shares of FHN common stock, respectively. The general partner of each of Oak
Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. is OHCP GenPar III, L.P., whose general partner
is OHCP MGP Partners III, L.P., whose general partner is OHCP MGP III, Ltd.
SIGNATURES
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: December 1, 2017
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OAK HILL CAPITAL PARTNERS III, L.P.
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By: OHCP GENPAR III, L.P., its general partner
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By: OHCP MGP Partners III, L.P., its general partner
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By: OHCP MGP III, LTD., its general partner
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By:
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/s/ John R. Monsky
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Name:
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John R. Monsky
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Title:
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Authorized Person
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OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
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By: OHCP GENPAR III, L.P., its general partner
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By: OHCP MGP Partners III, L.P., its general partner
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By: OHCP MGP III, LTD., its general partner
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By:
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/s/ John R. Monsky
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Name:
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John R. Monsky
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Title:
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Authorized Person
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OHCP GENPAR III, L.P.
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By: OHCP MGP PARTNERS III, L.P., its general partner
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By: OHCP MGP III, LTD., its general partner
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By:
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/s/ John R. Monsky
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Name:
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John R. Monsky
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Title:
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Authorized Person
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OHCP MGP PARTNERS III, L.P.
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By: OHCP MGP III, LTD., its general partner
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By:
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/s/ John R. Monsky
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Name:
|
John R. Monsky
|
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Title:
|
Authorized Person
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OHCP MGP III, LTD.
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By:
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/s/ John R. Monsky
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Name:
|
John R. Monsky
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Title:
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Authorized Person
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