Distribution by Cadence Bancorp, LLC
Since Cadence
Bancorporations (the Companys) initial public offering in April 2017, Cadence Bancorp, LLC (the LLC) has completed a series of registered secondary offerings of shares of Class A common stock, par value $0.01 per
share (the Class A Common Stock) of the Company held by the LLC, gradually reducing its ownership interest in the Company. On September 10, 2018, the LLC completed an in-kind distribution (the Distribution) of substantially
all of the shares of Class A Common Stock held by the LLC to its unitholders (other than a
de minimis
amount of Class A Common Stock representing the aggregate fractional shares in lieu of which unitholders are to receive cash). As a result
of the Distribution, the LLC now owns only 58 shares of the Companys Class A Common Stock.
Certain unitholders of the LLC elected not to
participate in the Offering (as defined below) with respect to 9,575,185 shares of Class A Common Stock received in the Distribution, representing approximately 11.5% of the Companys outstanding Class A Common Stock, and will be restricted
from transferring such shares of Class A Common Stock received in the Distribution without the Companys consent for a period of 45 days after the date of the Prospectus Supplement (as defined below). Of those 9,575,185 shares, 4,523,970 shares
are held by affiliates (including the board of directors and management of the Company), representing 5.4% of the Class A Common Stock outstanding, with the remaining held by approximately 40 unaffiliated holders, all of whom individually own less
than 5% of the Class A Common Stock outstanding.
Secondary Offering
On September 14, 2018, certain unitholders of the LLC who elected to sell the shares of Class A Common Stock they received in the Distribution (the
Selling Stockholders) completed a secondary offering (the Offering) of 12,099,757 shares of Class A Common Stock, at a price to the public of $27.55 per share, less underwriting discounts and commissions, as described in a
prospectus supplement, dated September 11, 2018, filed with the Securities and Exchange Commission (the Commission) on September 13, 2018 (the Prospectus Supplement). In connection with the Offering, the Company entered into
an Underwriting Agreement, dated September 11, 2018 (the Underwriting Agreement), by and among the Company, the Selling Stockholders and Morgan Stanley & Co. LLC as Underwriter.
The shares of Class A Common Stock sold by the Selling Stockholders in the Offering represent approximately 14.5% of the Class A Common Stock
outstanding and were registered pursuant to the Registration Statement on Form
S-3ASR
(Commission File
No. 333-225075),
which was filed with the Commission on
May 21, 2018 (the Registration Statement). The Company did not receive any of the proceeds from the sale of such shares of Class A Common Stock.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K.
Exhibits 1.1 and 5.1 contained
in Item 9.01 hereof are incorporated by reference into the Registration Statement.
The LLC anticipates dissolving during the fourth quarter of 2018 and
will not execute any further secondary offerings.