Current Report Filing (8-k)
February 13 2018 - 4:56PM
Edgar (US Regulatory)
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)
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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
of incorporation)
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(Commission
File Number)
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(IRS Employer
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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(713)
871-4000
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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 (§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.
*****
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release of Cadence Bancorporation dated February 8, 2018.
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EXHIBIT INDEX
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.
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Cadence Bancorporation
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Date: February 13, 2018
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By:
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/s/ Jerry W. Powell
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Name:
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Jerry W. Powell
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Title:
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Executive Vice President and General Counsel
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Cadence Bank (NYSE:CADE)
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