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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
BOSTON
PRIVATE FINANCIAL HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
(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)
(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
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 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 Holdings, 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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7,756,022 |
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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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7,756,022 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7,756,022 |
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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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9.94%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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OO (Cayman Islands exempted company) |
(1) Percentage calculated based on 78,031,321 shares of Common Stock outstanding as of July 29, 2011.
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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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7,756,022 |
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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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7,756,022 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7,756,022 |
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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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9.94%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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OO (Cayman Islands exempted company) |
(1) Percentage calculated based on 78,031,321 shares of Common Stock outstanding as of July 29, 2011.
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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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7,756,022 |
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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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7,756,022 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7,756,022 |
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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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9.94%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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PN (Cayman Islands exempted limited partnership) |
(1) Percentage calculated based on 78,031,321 shares of Common Stock outstanding as of July 29, 2011.
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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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7,756,022 |
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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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7,756,022 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
7,756,022 |
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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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9.94%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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PN (Cayman Islands exempted limited partnership) |
(1) Percentage calculated based on 78,031,321 shares of Common Stock outstanding as of July 29, 2011.
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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 |
|
SOLE VOTING POWER |
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NUMBER OF |
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0 |
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|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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7,756,022 |
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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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7,756,022 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
7,756,022 |
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|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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|
|
o
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.94%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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|
OO (Cayman Islands exempted company) |
(1) Percentage calculated based on 78,031,321 shares of Common Stock outstanding as of July 29, 2011.
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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 |
|
SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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7,756,022 |
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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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7,756,022 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
7,756,022 |
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|
|
12 |
|
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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9.94%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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PN (Cayman Islands exempted limited partnership) |
(1) Percentage calculated based on 78,031,321 shares of Common Stock outstanding as of July 29, 2011.
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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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7,756,022 |
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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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7,756,022 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
7,756,022 |
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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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9.94%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
(1) Percentage calculated based on 78,031,321 shares of Common Stock outstanding as of July 29, 2011.
Item 1. Security and Issuer
This Amendment No. 3, dated August 22, 2011 (this Amendment No. 3), supplements and amends
the Schedule 13D filed on September 3, 2008 (the Original Schedule 13D), as amended by Amendment
No. 1 filed on October 9, 2008 (Amendment No. 1) and Amendment No. 2 filed on June 23, 2010
(Amendment No. 2), 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. 3 and not otherwise defined herein shall have the same meanings ascribed to them in
the Original Schedule 13D.
Item 2. Identity and Background
Item 2 is hereby restated in its entirety as follows:
(a) (f)
This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the
Reporting Persons): (i) BP Holdco, L.P., a Delaware limited partnership, (ii) TCG Financial
Services, L.P., a Cayman Islands exempted limited partnership, (iii) Carlyle Financial Services,
Ltd., a Cayman Islands exempted company, (iv) TC Group Cayman Investment Holdings, L.P., a Cayman
Islands exempted limited partnership, (v) TCG Holdings Cayman II, L.P., a Cayman Islands exempted
limited partnership, (vi) DBD Cayman Holdings, Ltd., a Cayman Islands exempted company and (vii)
DBD Cayman, Ltd., a Cayman Islands exempted company. The agreement among the Reporting Persons
relating to the joint filing of this Schedule 13D, in accordance with Rule 13d-1(k) of the
Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 4. The shares of Common
Stock reported in this Schedule 13D are held directly by BP Holdco.
DBD Cayman Holdings, Ltd. is the sole shareholder of DBD Cayman, Ltd., which 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.
William E. Conway, Jr., Daniel A. DAniello and David M. Rubenstein are the ordinary members
as well as the directors of DBD Cayman Holdings, Ltd. The ordinary members control DBD Cayman
Holdings, Ltd. based on a majority vote. Such individuals expressly disclaim any beneficial
ownership of the shares of Common Stock held by BP Holdco. William E. Conway, Jr., Daniel A.
DAniello, David M. Rubenstein and Jeffrey W. Ferguson are the officers of DBD Cayman Holdings,
Ltd. Each of these officers is a citizen of the United States.
William E. Conway, Jr., Daniel A. DAniello and David M. Rubenstein are the directors of DBD
Cayman, Ltd. Each of these directors is a citizen of the United States. William E. Conway, Jr.,
Daniel A. DAniello, David M. Rubenstein and Jeffrey W. Ferguson are the officers of DBD Cayman,
Ltd. Each of these officers is a citizen of the United States.
William E. Conway, Jr., Daniel A. DAniello, David M. Rubenstein and Glenn Youngkin are the
directors of Carlyle Financial Services, Ltd. Each of these directors is a citizen of the United
States. The officers of Carlyle Financial Services, Ltd. are Daniel A. DAniello, William E.
Conway, Jr., David M. Rubenstein, Jeffrey Ferguson, Curt Buser, P. Olivier Sarkozy, James Burr,
Randal K. Quarles and John C. Redett. Each of these officers is a citizen of the United States.
William E. Conway, Jr., Daniel A. DAniello, David M. Rubenstein, Glenn Youngkin, Jeffrey
Ferguson, Curt Buser, P. Olivier Sarkozy, James Burr, Randal K. Quarles and John C. Redett are
collectively referred to as the Related Persons.
The business address of each of the Reporting Persons and the Related Persons is c/o The
Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505, except
that the business address of each of DBD Cayman Holdings, Ltd., DBD Cayman, Ltd., TCG Holdings
Cayman II, L.P., TC Group Cayman Investment Holdings, L.P., Carlyle Financial Services, Ltd. and
TCG Financial Services, L.P. is c/o Walkers Corporate Services Limited, Walker House, 87 Mary
Street, George Town, Grand Cayman KY1-9002, Cayman Islands.
The Reporting Persons are principally engaged in the business of investments in securities.
To the best knowledge of the Reporting Persons and the Related Persons, none of the Reporting
Persons nor the Related Persons has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
To the best knowledge of the Reporting Persons and the Related Persons, none of the Reporting
Persons nor the Related Persons has, during the last five years, been a party to any 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.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented by adding the following paragraphs to the end
thereof:
In open market purchases on August 17, 2011, August 18, 2011 and August 19, 2011, BP Holdco
acquired an aggregate of 325,000 shares of Common Stock for aggregate consideration of
approximately $1,879,423.25, using a line of credit in favor of the Fund, which will be
subsequently repaid with an equity contribution by the Fund.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented by adding the following paragraphs to the end
thereof:
The information set forth in Item 3 is incorporated herein by reference.
BP Holdco acquired the Common Stock described in Item 3 (the August 2011 Purchases) for
investment purposes.
The August 2011 Purchases were 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 imposed by the Investment Agreement and the 2010 Investment
Agreement 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 terms of securities of the Company held by the
Reporting Persons, the Investment Agreement, 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 Investment Agreement and 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 the Investment Agreement and 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 Investment Agreement, which is included as Exhibit 2 to the Original Schedule 13D
and is incorporated by reference to this Item 4, and the full text of the 2010 Investment
Agreement, which is included as Exhibit 3 to Amendment No. 2 and 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.
Item 5. 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. 3 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 |
|
|
|
|
|
Sole Power to |
|
|
|
|
Amount |
|
|
|
|
|
to Vote or |
|
Shared Power |
|
Dispose or to |
|
Shared Power to |
|
|
Beneficially |
|
Percent of |
|
Direct the |
|
to Vote or |
|
Direct the |
|
Dispose or Direct |
Reporting Person |
|
Owned |
|
Class |
|
Vote |
|
Direct the Vote |
|
Disposition |
|
the Disposition |
BP Holdco, L.P.
|
|
|
7,756,022 |
|
|
|
9.94 |
% |
|
|
0 |
|
|
|
7,756,022 |
|
|
|
0 |
|
|
|
7,756,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCG Financial
Services, L.P.
|
|
|
7,756,022 |
|
|
|
9.94 |
% |
|
|
0 |
|
|
|
7,756,022 |
|
|
|
0 |
|
|
|
7,756,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlyle
Financial Services,
Ltd.
|
|
|
7,756,022 |
|
|
|
9.94 |
% |
|
|
0 |
|
|
|
7,756,022 |
|
|
|
0 |
|
|
|
7,756,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TC Group Cayman
Investment Holdings,
L.P.
|
|
|
7,756,022 |
|
|
|
9.94 |
% |
|
|
0 |
|
|
|
7,756,022 |
|
|
|
0 |
|
|
|
7,756,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCG Holdings
Cayman II, L.P.
|
|
|
7,756,022 |
|
|
|
9.94 |
% |
|
|
0 |
|
|
|
7,756,022 |
|
|
|
0 |
|
|
|
7,756,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBD Cayman, Ltd.
|
|
|
7,756,022 |
|
|
|
9.94 |
% |
|
|
0 |
|
|
|
7,756,022 |
|
|
|
0 |
|
|
|
7,756,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBD Cayman
Holdings, Ltd.
|
|
|
7,756,022 |
|
|
|
9.94 |
% |
|
|
0 |
|
|
|
7,756,022 |
|
|
|
0 |
|
|
|
7,756,022 |
|
The percentage calculations are based on 78,031,321 shares of Common Stock outstanding as of
July 29, 2011.
DBD Cayman Holdings, Ltd. is the sole shareholder of DBD Cayman, Ltd., which 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.
The shares of Common Stock reported in this Schedule 13D are held directly by BP Holdco, L.P. DBD
Cayman Holdings, Ltd. is controlled by its three-person board of directors, and all 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.
(c) Other than as set forth in Annex A hereto, 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.
Item 7. Materials to be Filed as Exhibits
Item 7 is hereby amended by adding the following to the end thereof:
Exhibit 4 Joint Filing Agreement, dated August 22, 2011, by and among DBD Cayman Holdings,
Ltd., DBD Cayman, Ltd, TCG Holdings Cayman II, L.P., TC Group Cayman Investment Holdings, L.P.,
Carlyle Financial Services, Ltd., TCG Financial Services, L.P. 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: August 22, 2011
|
|
|
|
|
|
DBD CAYMAN HOLDINGS, LTD.
|
|
|
By: |
/s/ Daniel A. DAniello
|
|
|
|
Name: |
Daniel A. DAniello |
|
|
|
Title: |
Director |
|
|
|
DBD CAYMAN, LTD.
|
|
|
|
|
|
|
|
By: |
DBD CAYMAN HOLDINGS, LTD., its sole shareholder
|
|
|
|
|
|
|
|
By: |
/s/ Daniel A. DAniello
|
|
|
|
Name: |
Daniel A. DAniello |
|
|
|
Title: |
Director |
|
|
|
TCG HOLDINGS CAYMAN II, L.P.
|
|
|
|
|
|
|
|
|
|
|
By: DBD CAYMAN, LTD., its general partner
|
|
|
By: DBD CAYMAN
HOLDINGS, LTD., its sole shareholder |
|
|
|
|
|
|
|
By: |
/s/ Daniel A. DAniello
|
|
|
|
Name: |
Daniel A. DAniello |
|
|
|
Title: |
Director |
|
|
|
TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.
|
|
|
|
|
|
|
|
By: TCG HOLDINGS CAYMAN II, L.P.,
its general partner
|
|
|
|
|
|
|
|
By: DBD CAYMAN, LTD.,
its general partner
|
|
|
|
|
|
|
|
By: DBD CAYMAN
HOLDINGS, LTD., its sole shareholder
|
|
|
|
|
|
|
|
By: |
/s/ Daniel A. DAniello
|
|
|
|
Name: |
Daniel A. DAniello |
|
|
|
Title: |
Director |
|
|
|
CARLYLE FINANCIAL SERVICES, LTD.
|
|
|
By: |
/s/ Daniel A. DAniello
|
|
|
|
Name: |
Daniel A. DAniello |
|
|
|
Title: |
Director |
|
|
|
TCG FINANCIAL SERVICES, L.P.
|
|
|
|
|
|
|
|
By: |
CARLYLE FINANCIAL SERVICES, LTD.,
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Daniel A. DAniello
|
|
|
|
Name: |
Daniel A. DAniello |
|
|
|
Title: |
Director |
|
|
|
BP HOLDCO, L.P.
|
|
|
|
|
|
|
|
By: TCG FINANCIAL SERVICES, L.P.,
its general partner
|
|
|
|
|
|
|
|
By: CARLYLE FINANCIAL SERVICES, LTD.,
its general partner
|
|
|
|
|
|
|
By: |
/s/ Daniel A. DAniello
|
|
|
|
Name: |
Daniel A. DAniello |
|
|
|
Title: |
Director |
|
ANNEX A
Recent Transactions by the Reporting Persons in the Securities of
Boston Private Financial Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate |
|
|
|
|
|
|
Number of |
|
Average |
|
|
Date of |
|
Nature of |
|
Shares of |
|
Price per |
Entity |
|
Transaction |
|
Transaction |
|
Common Stock |
|
Share |
BP Holdco, L.P.
|
|
8/17/11
|
|
Open market purchase
|
|
|
62,300 |
|
|
$ |
5.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BP Holdco, L.P.
|
|
8/18/11
|
|
Open market purchase
|
|
|
187,700 |
|
|
$ |
5.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BP Holdco, L.P.
|
|
8/19/11
|
|
Open market purchase
|
|
|
75,000 |
|
|
$ |
5.58 |
|
Exhibit Index
|
|
|
Exhibit |
|
Title |
Exhibit 4
|
|
Joint Filing Agreement, dated August 22, 2011, by and among DBD
Cayman Holdings, Ltd., DBD Cayman, Ltd, TCG Holdings Cayman II,
L.P., TC Group Cayman Investment Holdings, L.P., Carlyle
Financial Services, Ltd., TCG Financial Services, L.P. and BP
Holdco, L.P. |