Item 2.01.
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Completion of Acquisition or Disposition of Assets
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On January 1, 2019, Cadence Bancorporation, a Delaware corporation (the Company), 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 the Company and
State Bank. At the effective time of the Merger (the Effective Time), State Bank merged with and into the Company, with the Company surviving the Merger. Immediately following the Merger, State Banks wholly owned bank subsidiary,
State Bank and Trust Company, merged with and into the Companys 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 the Company (Company 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 Company
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 Company 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 Company Common Stock, with the number of
underlying shares and per share exercise price adjusted to reflect the Exchange Ratio.
Upon the closing of the Merger, the shares of State Bank Common
Stock, which previously traded under the ticker symbol STBZ on the NASDAQ Stock Market (the NASDAQ), have ceased trading on, and were delisted from, the NASDAQ.
On December 24, 2018, the Company and State Bank jointly announced that the Company 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 the Companys Current Report on Form
8-K
filed on May 14, 2018, and
incorporated herein by reference.