Cadence Bancorporation (NYSE: CADE) (“Cadence”) and State Bank
Financial Corporation (NASDAQ: STBZ) (“State Bank”) jointly
announced that Cadence has exercised its right to increase the
exchange ratio in accordance with the terms of the definitive
merger agreement between Cadence and State Bank.
State Bank shareholders will receive 1.271 shares of Cadence
Class A common stock for each share of State Bank common stock.
After closing, legacy Cadence and State Bank shareholders will
collectively own approximately 63% and 37% of the combined company,
respectively.
The adjusted exchange ratio results in approximately 4.3 million
additional Cadence shares being issued to State Bank. Cadence
intends to repurchase these additional shares in the market. The
Company’s board of directors has amended the share repurchase
authorization to include approximately 4.3 million of total
shares.
“This merger represents a major step forward for Cadence,” said
Paul B. Murphy, Jr., Chairman and CEO of Cadence Bancorporation.
“It unites two exceptionally strong teams of bankers with a shared
culture of responsive service. The synergies resulting from our
combined organizations will deliver significant customer and
shareholder value, and positions us well for continued growth. We
are optimistic about our future and are pleased to welcome the
State Bank team.”
State Bank Chairman Joe Evans said, “We continue to be excited
about this partnership. We have spent a lot of time together over
the last six, seven years comparing notes, comparing philosophies
and believe that this combination is going to result in a very
powerful regional bank. We are thrilled to be in business with
Cadence.”
The merger is expected to be completed on January 1, 2019,
subject to the satisfaction of customary closing conditions.
Transaction Metrics – At Announcement vs. As Adjusted
Transaction
Metrics
At
Announcement
(May
2018)¹
As
Adjusted
(December
2018)²
Aggregate Transaction Value (millions) $1,373 $849
Price / 2019E EPS 14.7 x 9.2 x Price / Tangible Book Value
2.5 x 1.5 x Core Deposit Premium 20.4 % 6.9 %
¹ Based on Cadence closing share price
of $30.23 as of 11-May-18.
² Based on Cadence closing share price
of $17.20 as of 21-Dec-18.
Note: Price multiples based on median
IBES EPS estimates per Thomson Reuters.
We expect the transaction to be approximately 5% accretive to
GAAP earnings per share for the full year 2020.
About Cadence Bancorporation
Cadence Bancorporation (NYSE:CADE), headquartered in Houston,
Texas, is a regional bank holding company with $11.8 billion in
assets as of September 30, 2018. Through its affiliates, Cadence
operates 66 locations in Alabama, Florida, Mississippi, Tennessee
and Texas, 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, 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 55,000 ATMs. The
Cadence team of 1,200 associates is committed to exceeding customer
expectations and helping their clients succeed financially. Cadence
Bank, N.A. and Linscomb & Williams are subsidiaries of Cadence
Bancorporation.
About State Bank Financial Corporation
State Bank Financial Corporation (NASDAQ: STBZ), with
approximately $4.9 billion in consolidated assets as of September
30, 2018, is an Atlanta-based bank holding company for State Bank
and Trust Company. State Bank operates a full service banking
business and offers a broad range of commercial and retail banking
products to its customers throughout seven of Georgia’s eight
largest MSAs.
Cautionary Statement Regarding Forward-Looking
Information
Regarding Cadence
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, future events and our results
of operations, financial condition and financial performance. 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.
Such factors include, without limitation, the “Risk Factors”
referenced in our Registration Statement on Form S-3 filed with the
Securities and Exchange Commission (the “SEC”) on May 21, 2018, and
our Registration Statement on Form S-4 filed with the SEC on July
20, 2018, other risks and uncertainties listed from time to time in
our reports and documents filed with the SEC, including our Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q, and the
following factors: business and economic conditions generally and
in the financial services industry, nationally and within our
current and future geographic market areas; economic, market,
operational, liquidity, credit and interest rate risks associated
with our business; lack of seasoning in our loan portfolio;
deteriorating asset quality and higher loan charge-offs; the laws
and regulations applicable to our business; our ability to achieve
organic loan and deposit growth and the composition of such growth;
increased competition in the financial services industry,
nationally, regionally or locally; our ability to maintain our
historical earnings trends; our ability to raise additional capital
to implement our business plan; material weaknesses in our internal
control over financial reporting; systems failures or interruptions
involving our information technology and telecommunications systems
or third-party servicers; the composition of our management team
and our ability to attract and retain key personnel; the fiscal
position of the U.S. federal government and the soundness of other
financial institutions; the composition of our loan portfolio,
including the identity of our borrowers and the concentration of
loans in energy-related industries and in our specialized
industries; the portion of our loan portfolio that is comprised of
participations and shared national credits; the amount of
nonperforming and classified assets we hold; the occurrence of any
event, change or other circumstances that could give rise to the
right of Cadence or State Bank to terminate the definitive merger
agreement between Cadence and State Bank; the outcome of any legal
proceedings that may be instituted against Cadence or State Bank;
the failure to satisfy any of the remaining conditions to the
closing of the transaction on a timely basis or at all; the
possibility that the anticipated benefits of the merger with State
Bank are not 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 Cadence and State Bank
do business; 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; potential
adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the transaction. Cadence can give no assurance that any goal or
plan or expectation set forth in forward-looking statements can be
achieved and readers are cautioned not to place undue reliance on
such statements. The forward-looking statements are made as of the
date of this communication, and Cadence does not intend, and
assumes no obligation, to update any forward-looking statement to
reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated
events or circumstances, except as required by applicable law.
Regarding State Bank
With respect to State Bank, we caution our shareholders that any
forward-looking statements that relate to time periods before the
closing of the merger, as identified through the use of words or
phrases as noted above, including statements regarding the expected
timing of the closing of the merger, 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.
Such factors include, without limitation, the “Risk Factors”
referenced in our definitive proxy statement related to the merger
and filed with the SEC on July 25, 2018, and our other SEC filings,
including our Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q, and the following factors: the occurrence of any event,
change or other circumstances that could give rise to the right of
Cadence or State Bank to terminate the definitive merger agreement
between Cadence and State Bank; the outcome of any legal
proceedings that may be instituted against Cadence or State Bank;
and the failure to satisfy any of the remaining conditions to the
closing of the transaction on a timely basis or at all. The
forward-looking statements are made as of the date of this
communication, and State Bank does not intend, and assumes no
obligation, to update any forward-looking statement to reflect
events or circumstances after the date on which the statement is
made or to reflect the occurrence of unanticipated events or
circumstances, except as required by applicable law.
Important Additional Information
In connection with the pending transaction between Cadence and
State Bank, on June 13, 2018, Cadence filed with the SEC a
Registration Statement on Form S-4 (the “Registration
Statement”) including a preliminary joint information statement of
Cadence and proxy statement of State Bank and a prospectus of
Cadence (the “Joint Information Statement/Proxy Statement and
Prospectus”). The definitive Joint Information Statement/Proxy
Statement and Prospectus was first mailed or otherwise delivered to
Cadence stockholders and State Bank shareholders on or about July
27, 2018. On May 11, 2018, Cadence Bancorp, LLC, as the controlling
stockholder of Cadence, delivered a written consent approving the
transaction. On September 18, 2018, State Bank’s shareholders
approved the transaction at a special meeting. This communication
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction. Stockholders of
Cadence and shareholders of State Bank are urged to read the
Registration Statement and Joint Information Statement/Proxy
Statement and Prospectus and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those
documents, because they will contain important information.
Shareholders are able to obtain a free copy of the Registration
Statement and Joint Information Statement/Proxy Statement and
Prospectus, as well as other filings containing information about
Cadence and State Bank, without charge, at the SEC’s website
(http://www.sec.gov). Copies of the Registration Statement and
Joint Information Statement/Proxy Statement and Prospectus and the
filings with the SEC incorporated by reference therein can also be
obtained, without charge, by directing a request to Cadence
Bancorporation, 2800 Post Oak Boulevard, Suite 3800, Houston, Texas
77056, Attention: Corporate Secretary or to State Bank Financial
Corporation, 3399 Peachtree Road NE, Suite 1900, Atlanta, Georgia
30326, Attention: Corporate Secretary.
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version on businesswire.com: https://www.businesswire.com/news/home/20181224005032/en/
Cadence
BancorporationMedia contact:Danielle
Kernell713-871-4051danielle.kernell@cadencebank.com
Investor relations contact:Valerie Toalson713-871-4103 or
800-698-7878vtoalson@cadencebancorporation.com
State Bank Financial
CorporationMedia contact:Sheila
Ray404-239-8684Sheila.Ray@statebt.com
Investor relations contact:Sheila
Ray404-239-8684Sheila.Ray@statebt.com
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