Cadence Bancorporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-38058
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47-1329858
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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2800 Post Oak Boulevard, Suite 3800
Houston, Texas
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77056
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number,
including area code: (713)
871-4000
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 1.01
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Entry into a Material Definitive Agreement
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On May 11, 2018, Cadence Bancorporation, a Delaware
corporation (
Cadence
), entered into an Agreement and Plan of Merger (the
Merger Agreement
) with State Bank Financial Corporation, a Georgia corporation (
State Bank
). The Merger Agreement
provides that, upon the terms and subject to the conditions set forth therein, State Bank will merge with and into Cadence (the
Merger
), with Cadence surviving the Merger. Immediately following the Merger, State Banks wholly
owned bank subsidiary, State Bank and Trust Company, will merge with and into Cadences wholly owned bank subsidiary, Cadence Bank, N.A. (
Cadence Bank
) (the
Bank Merger
). Cadence Bank will be the surviving
entity in the Bank Merger. The Merger Agreement was unanimously approved by the Board of Directors of each of Cadence and State Bank.
Subject to the
terms and conditions of the Merger Agreement, at the effective time of the Merger (the
Effective Time
), State Bank shareholders will have the right to receive 1.160 shares (the
Exchange Ratio
) of Class A
common stock, par value $0.01 per share, of Cadence (
Cadence Common Stock
) for each share of common stock, par value $0.01 per share, of State Bank (
State Bank Common Stock
). Each State Bank restricted stock
award will vest and be cancelled and converted automatically at the Effective Time into the right to receive 1.160 shares of Cadence Common Stock in respect of each share of State Bank Common Stock underlying such award. Each State Bank warrant will
be converted automatically at the Effective Time into a warrant to purchase shares of Cadence Common Stock, with the number of underlying shares and per share exercise price adjusted to reflect the Exchange Ratio.
The Merger Agreement provides that, effective immediately after the Effective Time, the respective Boards of Directors of Cadence and Cadence Bank will each
be increased in size by three, and three current members of the Board of Directors of State Bank, which members will be mutually agreed by Cadence and State Bank, will be appointed to fill the resulting vacancies. In furtherance of the foregoing,
effective immediately after the Effective Time, Joseph W. Evans, the current Chairman of State Bank, will be appointed the Vice Chairman of Cadence, and J. Thomas Wiley, Jr., the current Vice Chairman and Chief Executive Officer of State Bank, will
be appointed the Chairman of Cadence Bank.
The Merger Agreement contains customary representations and warranties from both Cadence and State Bank, and
each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of Cadences and State Banks businesses during the interim period between the execution of the Merger Agreement and the
Effective Time, (2) the obligation of Cadence to obtain a consent of Cadence Bancorp, LLC, its controlling stockholder, constituting the approval of Cadence stockholders required to adopt the Merger Agreement and approve the issuance of Cadence
Common Stock in the Merger, which consent was obtained immediately after the execution of the Merger Agreement, (3) the obligation of State Bank to call a meeting of its shareholders to approve the Merger Agreement, and, subject to certain
exceptions, to recommend that its shareholders approve the Merger Agreement and (4) State Banks
non-solicitation
obligations relating to alternative acquisition proposals. Cadence and State Bank
have agreed to use their commercially reasonable efforts to prepare and file all applications, notices, and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement.
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The completion of the Merger is subject to customary conditions, including (1) approval of the Merger
Agreement by State Banks shareholders, (2) authorization for listing on the New York Stock Exchange of the shares of Cadence Common Stock to be issued in the Merger, (3) the receipt of required regulatory approvals, including the
approval of the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, (4) effectiveness of the registration statement on Form
S-4
for the Cadence Common Stock
to be issued in the Merger, and (5) the absence of any order, injunction or other legal restraint preventing the completion of the Merger or making the completion of the Merger illegal. Each partys obligation to complete the Merger is
also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its
obligations under the Merger Agreement, (c) the absence of a material adverse effect with respect to the other party during a specified period of time prior to the consummation of the Merger and (d) receipt by such party of an opinion from
its counsel to the effect that the Merger will qualify as a reorganization for U.S. federal income tax purposes.
The Merger Agreement
provides certain termination rights for both Cadence and State Bank and further provides that a termination fee of $37,500,000 will be payable by State Bank upon termination of the Merger Agreement under certain circumstances and that an expense
reimbursement amount of $2,000,000 will be payable by Cadence upon termination of the Merger Agreement under certain circumstances.
The foregoing
description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The
representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon
by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other
time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive consummation of the Merger, unless otherwise specified therein, and (2) were made only as of the date
of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the parties public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to
provide investors with any other factual information regarding Cadence or State Bank, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other
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information regarding Cadence, State Bank, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference
into, the Registration Statement on Form
S-4
that will include a joint information statement of Cadence and proxy statement of State Bank and a prospectus of Cadence (although Cadence may elect to separately
file the information statement of Cadence), as well as in the Forms
10-K,
Forms
10-Q
and other filings that each of Cadence and State Bank make with the Securities and
Exchange Commission.
On May 13, 2018, Cadence and State Bank issued a joint press release announcing
their entry into the Merger Agreement. The press release is filed as Exhibit 99.1 and is incorporated herein by reference. Also on May 13, 2018, Cadence issued an investor presentation in connection with its entry into the Merger Agreement. The
investor presentation is filed as Exhibit 99.2 and is incorporated herein by reference.
* * *
Cautionary Statement Regarding Forward-Looking Information
Statements included in this communication which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified
as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words may, will,
anticipate, could, should, would, believe, contemplate, expect, estimate, continue, plan, project and
intend, as well as other similar words and expressions of the future, are intended to identify forward-looking statements. Cadence and State Bank caution readers that forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from anticipated results. Such risks and uncertainties, include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give
rise to the right of one or both of the parties to terminate the definitive merger agreement between Cadence and State Bank; the outcome of any legal proceedings that may be instituted against Cadence or State Bank; the failure to obtain necessary
regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction), and State Bank shareholder approval or to satisfy any of
the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Cadence and State Bank do business; the possibility that the transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of managements attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those
resulting from the announcement or completion of the transaction; Cadences ability to complete the acquisition and integration of State Bank successfully; and other factors that may affect future results of Cadence and State Bank. Additional
factors that could cause results to differ materially from
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those described above can be found in Cadences Annual Report on Form
10-K
for the year ended December 31, 2017, which is on file with the
Securities and Exchange Commission (the
SEC
) and in other documents Cadence files with the SEC, and in State Banks Annual Report on Form
10-K
for the year ended December 31, 2017,
which is on file with the SEC and in other documents State Bank files with the SEC.
Important Additional Information
In connection with the proposed transaction between Cadence and State Bank, Cadence expects to file with the SEC a Registration Statement on Form
S-4
(the
Registration Statement
) including a joint information statement of Cadence and proxy statement of State Bank and a prospectus of Cadence (although Cadence may elect to separately file the
information statement of Cadence), as well as other relevant documents concerning the proposed transaction. The proposed transaction will be submitted to State Banks shareholders for their consideration. Cadence Bancorp, LLC, the controlling
stockholder of Cadence, has delivered a written consent approving the proposed transaction. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Stockholders of Cadence and shareholders of State Bank are urged to read the
Registration Statement, information statement, proxy statement and prospectus regarding the transaction when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information.
Shareholders will be able to obtain a free copy of the Registration Statement, information
statement, proxy statement and prospectus, as well as other filings containing information about Cadence and State Bank, without charge, at the SECs website (http://www.sec.gov). Copies of the Registration Statement, information statement,
proxy statement and prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Cadence Bancorporation, 2800 Post Oak Boulevard, Suite 3800, Houston, Texas
77056, Attention: Corporate Secretary or to State Bank Financial Corporation, 3399 Peachtree Road NE, Suite 1900, Atlanta, Georgia 30326, Attention: Corporate Secretary.
Participants in the Solicitation
Cadence, State Bank and
certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Cadences directors and executive officers is
available in its definitive proxy statement, which was filed with the SEC on March 30, 2018, and certain of its Current Reports on
Form 8-K.
Information regarding State Banks directors and
executive officers is available in its definitive proxy statement, which was filed with the SEC on April 12, 2018, and certain of its Current Reports on Form
8-K.
Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, information statement, proxy statement and prospectus and other
relevant materials filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.
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Item 9.01.
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Financial Statements and Exhibits.
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Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the
SEC upon request.
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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.
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CADENCE BANCORPORATION
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(Registrant)
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By:
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/s/ Valerie C. Toalson
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Name:
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Valerie C. Toalson
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Title:
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Executive Vice President and Chief Financial Officer
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Dated: May 14, 2018
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