UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CommunityOne Bancorp
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
20416Q108
(CUSIP Number)
John Monsky
Oak Hill Capital Management, LLC
65 East 55th Street, 32nd 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)
October 26, 2016
(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.
| CUSIP No. 20416Q108 | Page 2 of 8 Pages |
| 1 | Names of Reporting Persons
Oak Hill Capital Partners III, L.P.
| |||||
| 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) | ¨ | ||||
| 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
| |||||
| CUSIP No. 20416Q108 | Page 3 of 8 Pages |
| 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 | 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 | |||||
| CUSIP No. 20416Q108 | Page 4 of 8 Pages |
| 1 | Names of Reporting Persons
OHCP GenPar III, L.P.
| |||||
| 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) | ¨ | ||||
| 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
| |||||
| CUSIP No. 20416Q108 | Page 5 of 8 Pages |
| 1 | Names of Reporting Persons
OHCP MGP Partners III, L.P.
| |||||
| 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) | ¨ | ||||
| 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 | |||||
| CUSIP No. 20416Q108 | Page 6 of 8 Pages |
| 1 | Names of Reporting Persons
OHCP MGP III, Ltd.
| |||||
| 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) | ¨ | ||||
| 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)
OO | |||||
This Amendment No. 3 (this “Amendment No. 3”), supplements and amends the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on October 31, 2011 (the “Original Schedule 13D”), as supplemented and amended by Amendment No. 1 filed on December 30, 2014 (the “Amendment No. 1”) and Amendment No. 2 filed on November 23, 2015 (the “Amendment No. 2”; the Original Schedule 13D as supplemented and amended by the Amendment No. 1 and the Amendment No. 2, the “Schedule 13D”) relating to the common stock, no par value per share (the “Common Stock”), of CommunityOne Bancorp, formerly known as FNB United Corp. (the “Issuer”) and is being filed on behalf of the Reporting Persons. Capitalized terms used in this Amendment No. 3 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. 3, items in the Schedule 13D remain unchanged.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On October 26, 2016 (the “Closing Date”), pursuant to that Agreement and Plan of Merger (the “Merger Agreement”) entered into on November 22, 2015 by and between the Issuer and Capital Bank Financial Corp., a Delaware Corporation (“CBF”), (i) the Issuer merged with and into CBF, with CBF, as the surviving corporation, continuing its corporate existence under the laws of the State of Delaware (the “Merger”), (ii) each share of the Issuer’s Common Stock issued and outstanding immediately prior to the Closing Date (other than Exception Shares (as defined in the Merger Agreement)) was converted into the right to receive, at the election of the holder but subject to proration, either:
| (i) | $14.25 in cash without interest, or |
| (ii) | 0.4300 shares of Class A Common Stock of CBF (subject to the payment of cash in lieu of fractional shares). |
Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. disposed of 5,589,136 and 183,561 shares of Common Stock, respectively, in the Merger, in exchange for 2,403,328 and 78,931 shares of Class A Common Stock of CBF, 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.
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, each of the Reporting Persons and each of J. Taylor Crandall, Tyler J. Wolfram, John R. Monsky, Caitlin H. Melchior, Jon E. Zagrodzky or Christopher M. Taylor (the “Related Persons”) beneficially owns 0 shares of 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 Common Stock on the Closing Date.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is amended and supplemented with the information contained in Item 4 of this Amendment No. 3, which is hereby incorporated by reference.
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: October 28, 2016
| OAK HILL CAPITAL PARTNERS III, L.P. | |||
| By: | OHCP GENPAR III, L.P., its general partner | ||
| By: | OHCP MGP Partners III, L.P., its general partner | ||
| By: | OHCP MGP III, LTD., its general partner | ||
| By: | /s/ Caitlin Melchior | ||
| Name: Caitlin Melchior | |||
| Title: Authorized Person | |||
| OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P. | |||
| By: | OHCP GENPAR III, L.P., its general partner | ||
| By: | OHCP MGP Partners III, L.P., its general partner | ||
| By: | OHCP MGP III, LTD., its general partner | ||
| By: | /s/ Caitlin Melchior | ||
| Name: Caitlin Melchior | |||
| Title: Authorized Person | |||
| OHCP GENPAR III, L.P. | |||
| By: | OHCP MGP PARTNERS III, L.P., its general partner | ||
| By: | OHCP MGP III, LTD., its general partner | ||
| By: | /s/ Caitlin Melchior | ||
| Name: Caitlin Melchior | |||
| Title: Authorized Person | |||
| OHCP MGP PARTNERS III, L.P. | |||
| By: | OHCP MGP III, LTD., its general partner | ||
| By: | /s/ Caitlin Melchior | ||
| Name: Caitlin Melchior | |||
| Title: Authorized Person | |||
| OHCP MGP III, LTD. | |||
| By: | /s/ Caitlin Melchior | ||
| Name: Caitlin Melchior | |||
| Title: Authorized Person | |||