UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-38058
Cadence Bancorporation
(Exact name of Registrant as specified in its charter)
Delaware | 47-1329858 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
2800 Post Oak Boulevard, Suite 3800, Houston, Texas | 77056 | |
(Address of principal executive office) | (Zip Code) |
Registrants telephone number, including area code: (713) 871-4000
Securities registered pursuant to Section 12(g) of the Act: Not Applicable
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of Exchange on which registered |
|
Class A Common Stock, $0.01 per share | New York Stock Exchange (NYSE) |
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act of 1934. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒
As of June 29, 2018, the last business day of the Registrants most recently completed second fiscal quarter, the aggregate market value of the voting shares of common stock held by non-affiliates of the Registrant was approximately $1.4 billion. This figure is based on the closing sale price of $28.87 per share of the Registrants Class A common stock, par value $0.01 per share (the Class A common stock) on June 29, 2018. For purposes of this calculation, the term affiliate refers to all executive officers and directors of the Registrant and all shareholders beneficially owning more than 10% of the Registrants common stock.
Number of shares of Class A common stock outstanding as of May 7, 2019: 128,795,662
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Companys Proxy Statement relating to the 2019 Annual Meeting of Shareholders, which was filed within 120 days after December 31, 2018, are incorporated by reference into Part II, Item 5 and Part III, Items 10-14 of this Annual Report on Form 10-K.
2
EXPLANATORY NOTE
This Amendment No. 2 to the Annual Report on Form 10-K/A (this Amendment No. 2) amends our previously filed Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission (the SEC) on March 1, 2019 (the Form 10-K), as amended by Amendment No. 1 to the Form 10-K, as filed with the SEC on March 8, 2019 (Amendment No. 1, and together with the Form 10-K, the Original Report).
This Amendment No. 2 is being filed solely to file the Consent of Independent Registered Public Accounting Firm (the Consent) as Exhibit 23.1, which was inadvertently omitted from the Original Report. The Consent is filed as Exhibit 23.1 attached hereto. Except as stated above, there are no other changes to the Original Report. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Report.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 2, and this Amendment No. 2 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(b) Exhibits.
The following exhibits are being filed herewith:
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized in Houston, Texas on the 20th day of June, 2019.
CADENCE BANCORPORATION | ||
By: |
/s/ Paul B. Murphy, Jr. |
|
Paul B. Murphy, Jr. | ||
Chairman and Chief Executive Officer |
4
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-225075) of Cadence Bancorporation and in the related Prospectus and in the Registration Statement (Form S-8 No. 333-217316) pertaining to the Amended and Restated Cadence Bancorporation 2015 Omnibus Incentive Plan dated April 14, 2017, of our reports dated March 1, 2019, with respect to the consolidated financial statements of Cadence Bancorporation and the effectiveness of internal control over financial reporting of Cadence Bancorporation included this Annual Report (Form 10-K filed on March 1, 2019, as amended on March 8, 2019 and June 20, 2019) for the year ended December 31, 2018.
/s/ Ernst & Young LLP
Birmingham, Alabama
June 20, 2019
Exhibit 31.1
CERTIFICATIONS
I, Paul B. Murphy, certify that:
1. |
I have reviewed this annual report on Form 10-K/A of Cadence Bancorporation; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: June 20, 2019 | By: /s/ Paul B. Murphy, Jr. | |||||
Paul B. Murphy, Jr. | ||||||
Chairman and Chief Executive Officer |
Exhibit 31.2
CERTIFICATIONS
I, Valerie C. Toalson, certify that:
1. |
I have reviewed this annual report on Form 10-K/A of Cadence Bancorporation; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: June 20, 2019 | By: /s/ Valerie C. Toalson | |||||
Valerie C. Toalson | ||||||
Chief Financial Officer (Principal Accounting Officer) |