Current Report Filing (8-k)
May 21 2018 - 4:08PM
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): May 21, 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
(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):
☐
|
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 May 13, 2018, Cadence Bancorporation (the
Company
) announced its planned acquisition of State Bank Financial
Corporation (
State Bank
). In connection with the planned acquisition of State Bank, the following financial statements are filed as exhibits hereto:
|
|
|
Audited financial statements of State Bank as of December 31, 2017 and December 31, 2016 and for each of the years in the three-year period ended December 31, 2017, the notes related thereto and the
report of Dixon Hughes Goodman LLP, independent registered public accounting firm, dated February 23, 2018.
|
|
|
|
Interim unaudited financial statements of State Bank as of and for the three months ended March 31, 2018 and March 31, 2017 and the notes related thereto.
|
|
|
|
Unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2017, for the three months ended March 31, 2018 and as of March 31, 2018 and the notes related
thereto.
|
The pro forma financial statements give pro forma effect to the acquisition of State Bank. The pro forma financial
statements are derived from the historical financial statements of the Company and State Bank. The pro forma financial statements are preliminary and reflect a number of assumptions, including, among others, that the acquisition of State Bank will
be consummated. For further information relating to the planned acquisition of State Bank, please see the Companys Current Report on Form
8-K
filed on May 14, 2018.
Item 9.01. Financial Statements and Exhibits
(a)
Financial Statements of Business to be Acquired.
|
|
|
The audited financial statements of State Bank as of December 31, 2017 and December 31, 2016 and for each of the years in the three-year period ended December 31, 2017, the notes related thereto and the
report of Dixon Hughes Goodman LLP, independent registered public accounting firm, dated February 23, 2018, are filed as Exhibit 99.1 hereto.
|
|
|
|
The interim unaudited financial statements of State Bank as of and for the three months ended March 31, 2018 and March 31, 2017 and the notes related thereto, are filed as Exhibit 99.2 hereto.
|
(b) Pro forma financial information.
|
|
|
Unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2017, for the three months ended March 31, 2018 and as of March 31, 2018 and the notes related thereto, are
filed as Exhibit 99.3 hereto.
|
(d) Exhibits.
|
|
|
Exhibit No.
|
|
Description
|
|
|
99.1
|
|
Audited consolidated balance sheet of State Bank as of December 31, 2017 and December
31, 2016, the related consolidated statements of income, comprehensive income, changes in shareholders equity, and cash flows for each of the three years in the period ended December
31, 2017, the notes related thereto and the Report of Dixon Hughes Goodman LLP, independent registered public accounting firm, dated February 23, 2018.
|
|
|
99.2
|
|
Unaudited consolidated balance sheet of State Bank as of March
31, 2018, the related consolidated statements of income, comprehensive income, changes in shareholders equity, and cash flows for the three months ended March 31, 2018 and March 31, 2017 and the notes related thereto.
|
|
|
99.3
|
|
Unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2017, for the three months ended March 31, 2018 and as of March
31, 2018 and the notes related thereto.
|
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: May 21, 2018
|
|
|
|
By:
|
|
/s/ Jerry W. Powell
|
|
|
|
|
Name:
|
|
Jerry W. Powell
|
|
|
|
|
Title:
|
|
Executive Vice President and General Counsel
|
Cadence Bank (NYSE:CADE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cadence Bank (NYSE:CADE)
Historical Stock Chart
From Apr 2023 to Apr 2024