TUPELO, Miss. and HOUSTON, April 12,
2021 /PRNewswire/ -- BancorpSouth Bank (NYSE: BXS)
("BancorpSouth") and Cadence Bancorporation (NYSE: CADE)
("Cadence"), the parent company of Cadence Bank, N.A., jointly
announced today that they have entered into a merger agreement
under which the companies will combine in an all-stock merger
with a total market value of more than $6 billion to create a
leading Texas and Southeastern
regional bank.
Under the terms of the merger agreement, which was unanimously
approved by the Boards of Directors of both companies, Cadence
shareholders will receive 0.70 shares of BXS for each share of CADE
they own. Additionally, the agreement allows for a one-time special
cash dividend to CADE shareholders of $1.25 per share in conjunction with the closing
of the merger. BancorpSouth shareholders will own approximately 55%
and Cadence shareholders will own approximately 45% of the combined
company.
The company will combine the aesthetics of both
brands and logos and operate as Cadence Bank. The bank
will have dual headquarters in Tupelo,
MS and Houston, TX, with
operations centers in Tupelo, MS
and Birmingham, AL as well as
specialty sites in Macon, GA;
Starkville, MS; and Houston, TX.
Dan Rollins will be the Chairman
and Chief Executive Officer and Paul
Murphy will serve as Executive Vice Chairman of the combined
company. The board of directors will initially be comprised of
20 directors – 11 from BancorpSouth and nine from Cadence.
Dan Rollins commented: "Cadence
has built an impressive commercial banking franchise that when
combined with the strengths of our team at BancorpSouth seems to be
a perfect fit. This strategic merger will allow us to expand our
reach and offerings with minimal overlap in our existing branch
network. Culturally speaking, our mission and values align really
well together. Mergers are all about people, and what's important
to note here is that our leadership teams are in sync. By joining
forces, it's easy to see that we'll be able to make a significant
impact on our customers and communities while driving long-term
shareholder value."
"I am thrilled to partner with BancorpSouth," said Paul Murphy. "I have great respect for the
franchise they have built over the last 145 years, beginning in my
home state of Mississippi. The
BancorpSouth community banking franchise is top tier and
complements Cadence's expertise in middle-market commercial banking
seamlessly. We look forward to delivering significant value to our
shareholders, driven by meaningful synergies and our shared banking
philosophy to put the client first. I was impressed with the team
at BancorpSouth early on, and I grow even more so the more I get to
know them. Like us, they really care about their people. The scale
of our combined bank, our collective talent, our similar cultures
and our footprint in some of the fastest-growing markets in the
country have us extremely excited about the future."
Strategically Compelling for Both Organizations
- Builds a stronger banking franchise with relationship-focused
financial services and better opportunities for employees,
customers, communities and shareholders.
- Builds immediate scale in highly attractive markets
throughout Texas and the
Southeast. Creates the 5th largest bank
headquartered in the combined nine-state footprint, with presence
in seven of the top ten largest MSAs therein.
- Combines BancorpSouth's community banking focus with
Cadence's commercial banking expertise.
- Merges two historic institutions – BancorpSouth and Cadence
have 145 and 134 years of experience, respectively.
- Positions the company for continued growth. Strengthens
balance sheet, capital, and reserve levels, enabling continued
growth trajectory.
- Low-risk combination. Thorough mutual diligence
performed on all key business areas with conservative overlay. Both
companies have significant M&A integration expertise.
Financially Attractive Metrics for Shareholders
- Significant earnings per share accretion. 17% accretion
to each of BancorpSouth's and Cadence's earnings per share in 2022
(assuming fully realized cost savings for illustrative purposes)
and 14% if 75% of cost savings are realized.
- Tangible book value accretive. Transaction expected to
be immediately accretive to tangible book value per share at
close.
- Leading pro forma profitability. Among a peer group of
$30-$60
billion in asset banks nationwide, the combined company is
estimated to have the 3rd best return on tangible common
equity and efficiency ratio, based on consensus earnings
estimates.
- Robust capital and reserve coverage. Pro forma CET 1
ratio of 11.3% and ACL / loans of 2.5% estimated at the close of
the transaction.
Beneficial for Customers, Communities and Employees
- Expands breadth of products and services available to
customers.
- The combined companies will be able to make more investments in
customized technology solutions.
- Environmental, social and governance principles are embedded in
both cultures.
- Employees of the combined companies invested more than 24,000
service hours towards improving their communities.
Executive Leadership
- Dan Rollins, Chairman and
Chief Executive Officer
- Paul Murphy, Executive Vice
Chairman
- Chris Bagley,
President
- Hank Holmes, Chief Banking
Officer
- Valerie Toalson, Chief
Financial Officer
Approval and Timing
The merger is expected to close in the fourth quarter of 2021,
subject to the satisfaction of customary closing conditions,
including the receipt of customary regulatory approvals and
approvals of shareholders of each company.
Transaction Advisors
Keefe, Bruyette & Woods, A Stifel Company, served as
exclusive financial advisor to BancorpSouth, with Sullivan &
Cromwell and Alston & Bird serving as legal advisors.
Goldman Sachs and J.P. Morgan served as lead financial advisors
to Cadence and Piper Sandler also
advised. Wachtell, Lipton, Rosen & Katz served as legal
advisor.
Joint Investor Call
There will be a joint investor call to discuss the transaction
at 7:30 a.m. Central Time today. To
listen to the call live, please dial 1 (866) 364-3826 within the
U.S., 1 (855) 669-9657 within Canada, and 1 (412) 902-4212 for all other
locations, and enter 8434848 as the access code. The live webcast,
along with the related presentation, will be available at
https://www.webcaster4.com/Webcast/Page/968/40840.
About BancorpSouth Bank
BancorpSouth Bank (NYSE: BXS) is a leading regional bank
headquartered in Tupelo,
Mississippi with approximately $24
billion in assets operating approximately 305
full-service branch locations as well as additional mortgage,
insurance, and loan production offices in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee, and Texas. BancorpSouth is
committed to a culture of respect, diversity, and inclusion in both
its workplace and communities. To learn more, visit our Community
Commitment page at www.bancorpsouth.com; "Like" us on Facebook;
follow us on Twitter@MyBXS; or connect with us through LinkedIn.
Member FDIC. Equal Housing Lender.
About Cadence Bancorporation
Cadence Bancorporation (NYSE: CADE), headquartered in
Houston, Texas, is a regional
financial holding company with $18.7
billion in assets as of December 31,
2020. Its wholly owned subsidiary, Cadence Bank, N.A.,
operates 98 branch locations in Alabama, Florida, Georgia, Mississippi, Tennessee and Texas, and provides corporations,
middle-market companies, small businesses and consumers with a full
range of innovative banking and financial solutions. Cadence Bank's
services and products include commercial and business banking,
treasury management, specialized lending, asset-based lending,
commercial real estate, SBA lending, foreign exchange, wealth
management, investment and trust services, financial planning,
retirement plan management, personal and business insurance,
consumer banking, consumer loans, mortgages, home equity lines and
loans, and credit cards. The bank's clients have access to
leading-edge online and mobile solutions, interactive teller
machines, and more than 55,000 ATMs. The Cadence Bank team of 1,900
associates is committed to exceeding customer expectations and
helping their clients succeed financially.
Forward Looking Statements
Certain statements in this press release may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995,Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, with respect to
BancorpSouth Bank's and Cadence Bancorporation's and Cadence Bank's
(together, "Cadence") beliefs, plans, goals, expectations, and
estimates. Forward-looking statements are not a representation of
historical information but instead pertain to future operations,
strategies, financial results or other developments. These
forward-looking statements may be identified by their reference to
a future period or periods or by the use of forward-looking
terminology such as "anticipate," "believe," "could," "continue,"
"seek," "intend," "estimate," "expect," "foresee," "hope,"
"intend," "may," "might," "plan," "should," "predict," "project,"
"goal," "outlook," "potential," "will," "will result," "will likely
result," or "would" or future or conditional verb tenses and
variations or negatives of such terms. These forward-looking
statements include, without limitation, those relating to the
terms, timing and closing of the proposed transaction.
BancorpSouth Bank and Cadence caution readers not to place undue
reliance on the forward-looking statements contained in this press
release, in that actual results could differ materially from those
indicated in such forward-looking statements as a result of a
variety of factors, many of which are beyond the control of
BancorpSouth Bank and Cadence. The factors that could cause
actual results to differ materially include the following:
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 BancorpSouth Bank
and Cadence; the outcome of any legal proceedings that may be
instituted against BancorpSouth Bank or Cadence; the possibility
that the proposed transaction will not close when expected or at
all because required regulatory, shareholder or other approvals are
not received or other conditions to the closing are not satisfied
on a timely basis or at all, or are obtained subject to conditions
that are not anticipated; the ability of BancorpSouth Bank and
Cadence to meet expectations regarding the timing, completion and
accounting and tax treatments of the proposed transaction; the risk
that any announcements relating to the proposed transaction could
have adverse effects on the market price of the common stock of
either or both parties to the proposed transaction; the possibility
that the anticipated benefits of the proposed transaction will not
be 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 BancorpSouth Bank and
Cadence do business; certain restrictions during the pendency of
the proposed transaction that may impact the parties' ability to
pursue certain business opportunities or strategic transactions;
the possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; diversion of management's attention from ongoing
business operations and opportunities; the possibility that the
parties may be unable to achieve expected synergies and operating
efficiencies in the merger within the expected timeframes or at all
and to successfully integrate Cadence's operations and those of
BancorpSouth Bank; such integration may be more difficult, time
consuming or costly than expected; revenues following the proposed
transaction may be lower than expected; potential adverse reactions
or changes to business or employee relationships, including those
resulting from the announcement or completion of the proposed
transaction; BancorpSouth Bank and Cadence's success in executing
their respective business plans and strategies and managing the
risks involved in the foregoing; the dilution caused by
BancorpSouth Bank's issuance of additional shares of its capital
stock in connection with the proposed transaction; and other
factors that may affect future results of BancorpSouth Bank and
Cadence; and the other factors discussed in "Risk Factors" in
BancorpSouth Bank's Annual Report on Form 10-K for the year ended
December 31, 2020 and BancorpSouth
Bank's other filings with the Federal Deposit Insurance Corporation
(the "FDIC"), which are available at https://www.fdic.gov/ and in
the "Investor Relations" section of BancorpSouth Bank's website,
https://www.bancorpsouth.com/, under the heading "Public Filings,"
and in Cadence's Annual Report on Form 10-K for the year ended
December 31, 2020 and in Cadence's
other filings with the U.S. Securities and Exchange Commission (the
"SEC"), which are available at http://www.sec.gov and in the
"Investor Relations" section of Cadence's website,
https://cadencebank.com/, under the heading "SEC Filings."
BancorpSouth Bank and Cadence assume no obligation to update the
information in this press release, except as otherwise required by
law.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in
respect of the proposed transaction by BancorpSouth Bank and
Cadence. In connection with the proposed acquisition,
BancorpSouth Bank and Cadence intend to file relevant materials
with the FDIC and SEC, respectively, including the parties' joint
proxy statement on Schedule 14A, which shall include an
offering circular with respect to the common stock of BancorpSouth
Bank. STOCKHOLDERS OF BANCORPSOUTH BANK AND CADENCE ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE FDIC AND SEC
WHEN THEY BECOME AVAILABLE, INCLUDING THE JOINT PROXY
STATEMENT/OFFERING CIRCULAR, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain the documents free of
charge at the FDIC's website, https://www.fdic.gov/, and the SEC's
website, http://www.sec.gov, and the Cadence stockholders will
receive information at an appropriate time on how to obtain
transaction-related documents free of charge from Cadence.
Such documents are not currently available.
Participants in the Solicitation
BancorpSouth Bank and its directors and executive officers, and
Cadence and its directors and executive officers, may be deemed to
be participants in the solicitation of proxies from the holders of
BancorpSouth Bank common stock and the holders of Cadence common
stock in respect of the proposed transaction. Information
about the directors and executive officers of BancorpSouth Bank is
set forth in the proxy statement for BancorpSouth Bank's 2021
Annual Meeting of Stockholders, which was filed with the FDIC on
March 12, 2021. Information
about the directors and executive officers of Cadence is set forth
in the proxy statement for Cadence's 2021 Annual Meeting of
Stockholders, which was filed with the SEC on March 26, 2021. Investors may obtain
additional information regarding the interest of such participants
by reading the joint proxy statement/offering circular regarding
the proposed transaction when it becomes available. Free
copies of this document may be obtained as described in the
preceding paragraph.
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SOURCE BancorpSouth Bank