Cadence Bancorporation (NYSE:CADE) and State Bank Financial
Corporation (NASDAQ:STBZ) jointly announced today the entry into a
definitive merger agreement in a stock-for-stock transaction,
creating a combined organization with $16 billion in assets, $12
billion in loans, $13 billion in deposits and approximately 100
branches serving Texas, Georgia, Florida, Alabama, Tennessee and
Mississippi, based on the companies’ balance sheets as of March 31,
2018.
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Under the terms of the merger agreement, State Bank Financial
Corporation (“State Bank”) shareholders will receive 1.160 shares
of Cadence Bancorporation (“Cadence”) Class A common stock for each
share of State Bank common stock, valuing the transaction at
approximately $1.4 billion based on the closing share price of
Cadence of $30.23 on May 11, 2018. After closing, legacy Cadence
and State Bank shareholders will collectively own approximately 65%
and 35% of the combined company, respectively.
At closing, three State Bank directors will join the board of
Cadence and of Cadence Bank. Joe Evans, Chairman of the State Bank
board, will serve as Vice Chairman of Cadence and Tom Wiley, Vice
Chairman of the State Bank board, will serve as a director of
Cadence and Chairman of Cadence Bank. Additionally, Cadence Bank
CEO Sam Tortorici will relocate to Atlanta. Cadence Bank’s
corporate headquarters will also move to Atlanta from Birmingham.
Cadence Bancorporation will remain headquartered in Houston.
“We are excited to announce that two great companies are joining
forces. State Bank is an impressive organization with
talented, experienced and customer-centered bankers,” said Paul B.
Murphy, Jr., Chairman and CEO of Cadence. “We are pleased to
combine these two strong, growing institutions which have been
built on a common vision with shared values. I have enjoyed getting
to know Joe, Tom and many of their bankers. When we went
public a year ago, we said we wanted to be active with M&A. We
said we would be selective and that we were looking for a gem. We
found a gem with State Bank. I believe this is going to be an
outstanding combination. I see it as a joint win for both company’s
shareholders, customers, employees and the communities we
serve.”
Sam Tortorici, CEO of Cadence Bank, added: “State Bank brings a
significant Georgia presence, which will be an important part of
our combined company. I look forward to relocating to the vibrant
Atlanta area, where I have spent significant time over my banking
career, and to working with the experience and expertise of State
Bank’s business leaders. We will work together to ensure our future
success in Georgia and as a leading regional banking
franchise.”
"We are excited to be partnering with Cadence,” said State Bank
Chairman Joe Evans. “From this incredible combination of talents
and resources will emerge a truly exceptional bank that will be a
formidable competitor in the dynamic markets we serve."
Cadence expects this acquisition to be ~7% accretive to earnings
per common share in 2020, excluding one-time charges, and expects
the transaction to deliver strong returns on capital. The
transaction is expected to produce approximately 4% tangible book
value per share dilution at closing with an earnback period of less
than three years.
The merger agreement has been unanimously approved by the boards
of both companies. Following the execution of the merger agreement,
Cadence Bancorp, LLC, the controlling stockholder of Cadence,
delivered a written consent adopting the merger agreement and
approving the issuance of the Cadence shares in connection with the
merger. Closing is subject to customary approvals by regulators and
the shareholders of State Bank, and is expected to occur in the
fourth quarter of 2018.
Goldman Sachs & Co. LLC served as financial advisor to
Cadence, and Wachtell, Lipton, Rosen & Katz served as Cadence’s
legal advisor. Sandler O’Neill + Partners L.P. and Raymond James
& Associates, Inc. served as financial advisors to State Bank,
and Nelson Mullins Riley & Scarborough LLP served as State
Bank’s legal advisor. FIG Partners provided a fairness opinion and
Kilpatrick Townsend & Stockton LLP served as legal advisor to
State Bank’s Independent Directors Committee, comprised of State
Bank’s independent directors.
Joint Investor Conference Call
Cadence and State Bank will hold a joint conference call to
discuss the transaction on Monday, May 14, 2018 at 7:30 a.m. CT /
8:30 a.m. ET. Investor materials can be viewed by visiting
www.cadencebancorporation.com and selecting “Events and
Presentations” then “Presentations”.
To access the conference call, please dial one of the following
numbers approximately 10-15 minutes prior to the start time to
allow time for registration:
Dial in (toll free): 1-888-317-6003 International Dial in:
1-412-317-6061 Participant Elite Entry Number: 8560420
A replay will be available through May 28, 2018. To access the
replay, please use the following numbers:
Dial in (toll free):
1-877-344-7529 International Dial in: 1-412-317-0088 Replay
Access Code: 10120475
The event will be archived in the Events and Presentations
section of www.cadencebancorporation.com.
About Cadence Bancorporation
Cadence Bancorporation is an $11 billion in assets regional bank
holding company headquartered in Houston, Texas. Through its
affiliates, Cadence operates 65 locations in Alabama, Florida,
Texas, Mississippi and Tennessee, 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, business and
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 56,000 ATMs. The Cadence team of 1,200 associates is
committed to exceeding customer expectations and helping their
clients succeed financially. Cadence Bank, N.A., Cadence Insurance,
and Linscomb & Williams are direct or indirect subsidiaries of
Cadence Bancorporation.
About State Bank Financial Corporation
State Bank Financial Corporation, with approximately $5 billion
in assets as of March 31, 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 our customers throughout
seven of Georgia’s eight largest MSAs.
Cautionary Statement Regarding Forward-Looking
Information
Statements included in this communication which are not
historical in nature or do not relate to current facts are intended
to be, and are hereby identified as, forward-looking statements for
purposes of the safe harbor provided by Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. The words “may,” “will,” “anticipate,” “could,”
“should,” “would,” “believe,” “contemplate,” “expect,” “estimate,”
“continue,” “plan,” “project” and “intend,” as well as other
similar words and expressions of the future, are intended to
identify forward-looking statements. Cadence Bancorporation
(“Cadence”) and State Bank Financial Corporation (“State Bank”)
caution readers that forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to
differ materially from anticipated results. Such risks and
uncertainties, include, among others, the following possibilities:
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 Cadence and State
Bank; the outcome of any legal proceedings that may be instituted
against Cadence or State Bank; the failure to obtain necessary
regulatory approvals (and the risk that such approvals may result
in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the transaction), and
State Bank shareholder approval or to satisfy any of the other
conditions to the transaction on a timely basis or at all; the
possibility that the anticipated benefits of the transaction 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’s ability to complete the acquisition and
integration of State Bank successfully; and other factors that may
affect future results of Cadence and State Bank. Additional factors
that could cause results to differ materially from those described
above can be found in Cadence’s Annual Report on Form 10-K for the
year ended December 31, 2017, which is on file with the Securities
and Exchange Commission (the “SEC”) and in other documents Cadence
files with the SEC, and in State Bank’s Annual Report on Form 10-K
for the year ended December 31, 2017, which is on file with the SEC
and in other documents State Bank files with the SEC.
Important Additional Information
In connection with the proposed transaction between Cadence and
State Bank, Cadence expects to file with the SEC a Registration
Statement on Form S-4 (the “Registration Statement”) including a
joint information statement of Cadence and proxy statement of State
Bank and a prospectus of Cadence (although Cadence may elect to
separately file the information statement of Cadence if it so
elects), as well as other relevant documents concerning the
proposed transaction. The proposed transaction will be submitted to
State Bank’s shareholders for their consideration. Cadence Bancorp,
LLC, the controlling stockholder of Cadence, has delivered a
written consent approving the proposed transaction. 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, information statement, proxy
statement and prospectus regarding the transaction when they become
available 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 will be able to obtain a free copy of the
Registration Statement, 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,
information statement, proxy statement and prospectus and the
filings with the SEC that will be 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.
Participants in the Solicitation
Cadence, State Bank and certain of their respective directors,
executive officers and employees may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information regarding Cadence’s directors and
executive officers is available in its definitive proxy statement,
which was filed with the SEC on March 30, 2018, and certain of its
Current Reports on Form 8-K. Information regarding State Bank’s
directors and executive officers is available in its definitive
proxy statement, which was filed with the SEC on April 12, 2018,
and certain of its Current Reports on Form 8-K. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Registration
Statement, information statement, proxy statement and prospectus
and other relevant materials filed with the SEC. Free copies of
these documents may be obtained as described in the preceding
paragraph.
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Cadence
BancorporationMedia contact:Danielle Kernell,
713-871-4051danielle.kernell@cadencebank.comorInvestor relations
contact:Valerie Toalson, 713-871-4103 or
800-698-7878vtoalson@cadencebancorporation.comorState Bank Financial CorporationMedia
contact:Cara Jackson,
404-266-4574Cara.Jackson@statebt.comorInvestor relations
contact:Sheila Ray, 404-239-8684Sheila.Ray@statebt.com
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