The market price of our Class A common stock could be negatively affected by sales of substantial
amounts of our common stock in the public markets.
Sales of a substantial number of shares of our Class A common stock in the
public market, or the perception that large sales could occur, could cause the market price of our Class A common stock to decline or limit our future ability to raise capital through an offering of equity securities.
As of July 20, 2018, there were 83,625,000 shares of our Class A common stock outstanding. Of our issued and outstanding shares of
Class A common stock, the 12,500,000 shares sold in this offering, together with the 49,450,000 shares of our Class A common stock sold in our prior registered offerings will be freely transferable, except for any shares held by our
affiliates, as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the Securities Act). Following completion of the offering, approximately 25.9% of our outstanding Class A common stock
will be held by Cadence Bancorp, LLC and can be resold into the public markets in the future in accordance with the requirements of Rule 144.
Pursuant to the Registration Rights Agreement, dated April 19, 2017 between us and the selling stockholder (the Registration Rights
Agreement), Cadence Bancorp, LLC has the right, in certain circumstances, to require us to register their shares of our common stock under the Securities Act, including for sale into the public markets. Upon the effectiveness of such a
registration statement, all shares covered by the registration statement will be freely transferable. In addition, if Cadence Bancorp, LLC distributes or otherwise transfers shares of our common stock to holders of its membership units, those
unitholders would benefit from the registration rights under the Registration Rights Agreement. The shares of our Class A common stock held by those unitholders of Cadence Bancorp, LLC would then be able to be resold into the public markets in
connection with the exercise of those registration rights or in accordance with the requirements of Rule 144 under the Securities Act, in each case after the expiration of the lockup period described below.
We and our executive officers, directors and the selling stockholder have agreed with the underwriter that, subject to certain exceptions, in
connection with the offering, we and they will not directly or indirectly sell or otherwise transfer their shares for a period of 45 days after the completion of the offering. See Underwriting.
The market price of our Class A common stock may decline significantly when the restrictions on resale by our existing stockholders
lapse. A decline in the price of our Class A common stock might impede our ability to raise capital through the issuance of additional common stock or other equity securities.
Risks Relating to an Investment in Our Class A Common Stock
There is a limited public trading history for our Class A common stock. An active, liquid market for our Class A common stock may not be
sustained upon completion of this offering, which may impair your ability to sell your shares. As a result, the price at which shares are purchased by the underwriter in this offering may not be indicative of the price at which our Class A
common stock will trade in the future.
Our shares of Class A common stock have only been listed on the NYSE since
April 13, 2017. Prior to that date, our Class A common stock was not publicly traded. The selling stockholder currently holds 40.9% of the outstanding shares of our Class A common stock and will hold up to 25.9% of the
outstanding shares of our Class A common stock upon the completion of this offering. An active, liquid trading market for our Class A common stock may not be sustained following the offering, including as a result of the number of shares
held by the selling stockholder, the limited period of time which our shares have been publicly traded or other factors. Although our Class A common stock is currently traded on NYSE, there is no assurance that there will continue to be an
active, liquid trading market in our Class A common stock in the future. Without an active, liquid trading market for our Class A common stock, stockholders may not be able to sell their shares at the volume, prices and times desired.
Moreover, the lack of an established market could materially and adversely affect the
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