UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 8, 2018
Cadence Bancorporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-38058 | 47-1329858 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
||
| 2800 Post Oak Boulevard, Suite 3800 Houston, Texas | 77056 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(713) 871-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01 Other Events
On February 13, 2018, Cadence Bancorp, LLC (the “Selling Stockholder”) completed a secondary offering (the “Offering”) of 8,000,000 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of Cadence Bancorporation (the “Company”), at a price to the public of $25.00 per share, less underwriting discounts and commissions. In addition, the underwriters exercised in full their 30-day option to purchase up to an additional 1,200,000 shares of Class A Common Stock from the Selling Stockholder (the “Option”). Upon completion of the Offering and the exercise of the Option, the Selling Stockholder held approximately 65.6% of the issued and outstanding shares of Class A Common Stock, as compared to approximately 76.6% immediately prior to the completion of the Offering.
The shares of Class A Common Stock sold by the Selling Stockholder in the Offering were registered pursuant to the Registration Statement on Form S-1 (Commission File No. 333-222824), which was declared effective by the Securities and Exchange Commission on February 8, 2018, as well as the Registration Statement on Form S-1 (Commission File No. 333-222938), filed pursuant to the Rule 462(b) of the Securities Act of 1933, as amended, on February 8, 2018. The Company did not receive any of the proceeds from the sale of such shares of Class A Common Stock.
On February 8, 2018, the Company issued a press release in connection with the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 99.1 | Press Release of Cadence Bancorporation dated February 8, 2018. | |
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 99.1 | Press Release of Cadence Bancorporation dated February 8, 2018. | |
SIGNATURE
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.
| Cadence Bancorporation | ||||||
| Date: February 13, 2018 | By: |
/s/ Jerry W. Powell |
||||
| Name: | Jerry W. Powell | |||||
| Title: | Executive Vice President and General Counsel | |||||
Exhibit 99. 1
CADENCE BANCORPORATION ANNOUNCES UPSIZE AND PRICING
OF SECONDARY OFFERING OF CLASS A COMMON STOCK
BY CADENCE BANCORP, LLC
HOUSTON, TEXAS (February 8, 2018) – Cadence Bancorporation (NYSE: CADE) today announced the upsize and pricing of its previously-announced registered public secondary offering. Cadence Bancorp, LLC will sell 8,000,000 shares of Class A common stock, or approximately 9.6% of Cadence Bancorporation’s outstanding Class A common stock at a public offering price of $25.00 per share and a total offering size of $200,000,000. The offering was upsized from the previously announced offering size of 7,000,000 shares of Class A common stock. All of the shares sold in the offering will be sold by Cadence Bancorp, LLC. Upon completion of the offering, Cadence Bancorp, LLC will own approximately 67.1% of Cadence Bancorporation’s outstanding Class A common stock.
The offering is expected to close on or about February 13, 2018, subject to customary closing conditions.
The underwriters have a 30-day option to purchase up to an additional 1,200,000 shares of Class A common stock from Cadence Bancorp, LLC at the public offering price less the underwriting discount to cover any over-allotments. Cadence Bancorporation is not selling any shares of Class A common stock and will not receive any proceeds from the proposed offering. The proposed offering will not change the number of shares of Class A common stock that are currently outstanding.
Goldman Sachs & Co. LLC, J.P. Morgan, Keefe, Bruyette & Woods, a Stifel Company and Sandler O’Neill + Partners, L.P. are acting as joint book-running managers. Baird, Raymond James, RBC Capital Markets, and Stephens Inc. are acting as co-managers.
This offering will be made only by means of a prospectus. Copies of the final prospectus relating to the proposed offering, when available, may be obtained by contacting (i) Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by phone at (866) 471-2526 or by email at prospectusgroup-ny@ny.email.gs.com or (ii) J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling toll-free at (866) 803-9204. Copies of the registration statement and final prospectus, when available, may also be obtained free of charge from the website of the U.S. Securities and Exchange Commission (the “SEC”) at http://www.sec.gov.
The SEC declared the registration statement relating to these securities effective on February 8, 2018. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Cadence Bancorporation
Cadence Bancorporation is a $11 billion in assets regional bank holding company headquartered in Houston, Texas. Through its affiliates, Cadence operates 65 locations in Alabama, Florida, Texas, Mississippi and Tennessee, and provides corporations, middle-market companies, small businesses and consumers with a full range of innovative banking and financial solutions. Services and products include commercial and business banking, treasury management, specialized lending, commercial real estate, foreign exchange, wealth management, investment and trust services, financial planning, retirement plan management, business and personal insurance, consumer banking, consumer loans, mortgages, home equity lines and loans, and credit cards. Clients have access to leading-edge online and mobile solutions, interactive teller machines, and 56,000 ATMs. The Cadence team of 1,200 associates is committed to
exceeding customer expectations and helping their clients succeed financially. Cadence Bank, N.A., Cadence Insurance, and Linscomb & Williams are direct or indirect subsidiaries of Cadence Bancorporation.
Cautionary Statement Regarding Forward-Looking Information
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, the pricing and completion of the secondary offering of our Class A common stock. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the registration statement on Form S-1, including the preliminary prospectus, we have filed with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
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Contact Information
Cadence Bancorporation
Media contact:
Danielle Kernell
713-871-4051
danielle.kernell@cadencebank.com
Investor relations contact:
Valerie Toalson
713-871-4103 or 800-698-7878
vtoalson@cadencebancorporation.com