UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
Amendment No. 2
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number
001-38058
Cadence Bancorporation
(Exact name of Registrant as specified in its charter)
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Delaware
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47-1329858
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2800 Post Oak Boulevard, Suite 3800, Houston, Texas
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77056
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(Address of principal executive office)
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(Zip Code)
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Registrants telephone number, including area code:
(713) 871-4000
Securities registered pursuant to Section 12(g) of the Act: Not
Applicable
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of Exchange
on which registered
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Class A Common Stock, $0.01 per share
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New York Stock Exchange (NYSE)
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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act of
1934. Yes ☒ No ☐
Indicate by check mark if the Registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the
Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T
(§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K
is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K
or any
amendment to this Form
10-K. ☐
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated
filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule
12b-2
of the
Act) Yes ☐ No ☒
As of June 29, 2018, the last
business day of the Registrants most recently completed second fiscal quarter, the aggregate market value of the voting shares of common stock held by
non-affiliates
of the Registrant was approximately
$1.4 billion. This figure is based on the closing sale price of $28.87 per share of the Registrants Class A common stock, par value $0.01 per share (the Class A common stock) on June 29, 2018. For purposes of
this calculation, the term affiliate refers to all executive officers and directors of the Registrant and all shareholders beneficially owning more than 10% of the Registrants common stock.
Number of shares of Class A common stock outstanding as of May 7, 2019: 128,795,662