Cadence Bancorporation (NYSE: CADE) today announced the
commencement of a registered public secondary offering of
12,099,757 shares of Class A common stock, or approximately 14.5%
of Cadence Bancorporation’s outstanding Class A common stock,
pursuant to the shelf registration statement (File No. 333-225075)
filed by the Company with the U.S. Securities and Exchange
Commission (the “SEC”) on May 21, 2018. The shares sold in the
offering will be sold by certain selling stockholders named in the
preliminary prospectus supplement filed in connection with the
proposed offering, who received the shares of Class A common stock
being sold in an in-kind distribution of 100% of the shares of
Class A common stock held by Cadence Bancorp, LLC to its
unitholders on September 10, 2018 (other than a de minimis number
of shares of Class A common stock representing aggregate fractional
shares in lieu of which unitholders are to receive cash). In
addition to these selling stockholders, certain Unitholders of
Cadence Bancorp, LLC also received 9,575,185 shares of Class A
common stock in the distribution that they elected not to sell in
the offering, representing approximately 11.5% of Cadence
Bancorporation's outstanding Class A common stock, and will be
restricted from transferring such shares of Class A common stock
received in the distribution without Cadence Bancorporation’s
consent for a period of 45 days after the date of the final
prospectus supplement filed in connection with the offering. Of
those 9,575,185 shares, 4,523,970 shares are held by affiliates
(including the board of directors and management of Cadence
Bancorporation), representing 5.4% of Cadence Bancorporation's
Class A common stock outstanding.
Cadence Bancorporation is not selling any shares of Class A
common stock and will not receive any proceeds from the proposed
offering. The proposed offering will not change the number of
shares of Class A common stock that are currently outstanding.
Morgan Stanley is acting as the underwriter in the offering.
The offering is expected to close on or about September 14,
2018, subject to customary closing conditions.
Cadence Bancorporation has filed a registration statement
(including a prospectus and a preliminary prospectus supplement)
with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus and the
preliminary prospectus supplement in that registration statement
and other documents Cadence Bancorporation has filed with the SEC
for more complete information about Cadence Bancorporation and this
offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Copies of the prospectus and the
preliminary prospectus supplement relating to the proposed offering
may be obtained by contacting Morgan Stanley & Co. LLC, Attn:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY
10014.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Cadence Bancorporation
Cadence Bancorporation is an $11.3 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, 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.
Cautionary Statement Regarding Forward-Looking
Information
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, the launch and completion of
the secondary offering of our Class A common stock. 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. The
foregoing factors should not be construed as exhaustive and should
be read together with the other cautionary statements included in
the registration statement on Form S-3, including the preliminary
prospectus supplement and the related prospectus, we have filed
with the SEC. If one or more events related to these or other risks
or uncertainties materialize, or if our underlying assumptions
prove to be incorrect, actual results may differ materially from
what we anticipate. Accordingly, you should not place undue
reliance on any such forward-looking statements. Any
forward-looking statement speaks only as of the date on which it is
made, and we do not undertake any obligation to publicly update or
review any forward-looking statement, whether as a result of new
information, future developments or otherwise. New factors emerge
from time to time, and it is not possible for us to predict which
will arise. In addition, we cannot assess the impact of each factor
on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20180911005820/en/
Cadence
BancorporationMedia contact:Danielle Kernell,
713-871-4051danielle.kernell@cadencebank.comorInvestor relations
contact:Valerie Toalson, 713-871-4103 or
800-698-7878vtoalson@cadencebancorporation.com
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