Item 2.01. Completion of Acquisition or Disposition of Assets
On January 1, 2019, Cadence Bancorporation, a Delaware corporation (Cadence), completed its previously announced merger (the
Merger) with State Bank Financial Corporation, a Georgia corporation (State Bank), pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of May 11, 2018, by and between Cadence and
State Bank. At the effective time of the Merger (the Effective Time), State Bank merged with and into Cadence, with Cadence surviving the Merger. Immediately following the Merger, State Banks wholly owned bank subsidiary, State
Bank and Trust Company, merged with and into Cadences wholly owned bank subsidiary, Cadence Bank, N.A. (Cadence Bank) (the Bank Merger), with Cadence Bank surviving the Bank Merger.
Pursuant to the terms of the Merger Agreement, at the Effective Time, State Bank shareholders received 1.271 shares (the Exchange
Ratio) of Class A common stock, par value $0.01 per share, of Cadence (Cadence Common Stock) for each share of common stock, par value $0.01 per share, of State Bank (State Bank Common Stock). Each outstanding
share of Cadence Common Stock remained outstanding and was unaffected by the Merger. Also, at the Effective Time, (i) each then-outstanding State Bank restricted stock award vested and was cancelled and converted automatically into the right to
receive 1.271 shares of Cadence Common Stock in respect of each share of State Bank Common Stock underlying such award; and (ii) each State Bank warrant was converted automatically into a warrant to purchase shares of Cadence Common Stock, with
the number of underlying shares and per share exercise price adjusted to reflect the Exchange Ratio.
On December 24, 2018, Cadence
and State Bank jointly announced that Cadence had exercised its right to increase the Exchange Ratio from 1.160 to 1.271, in accordance with Section 8.1(h) of the Merger Agreement.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, attached as Exhibit 2.1 to State Banks Current Report on Form
8-K
filed on May 14, 2018, and incorporated herein by reference.