UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 21, 2018
Cadence Bancorporation
(Exact name of registrant as specified in its charter)
Delaware | 001-38058 | 47-1329858 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2800 Post Oak Boulevard, Suite 3800 Houston, Texas | 77056 | |
(Address of principal executive offices) | (Zip Code) |
(713)871-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☒
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. ☐
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K dated May 21, 2018 (the “Original Filing”) filed by Cadence Bancorporation (the “Company”), providing audited financial statements and interim unaudited financial statements of State Bank Financial Corporation (“State Bank”) relating to the merger of the Company and State Bank. The purpose of this Amendment is to (i) add the report of Dixon Hughes Goodman LLP relating to the Internal Control over Financial Reporting of State Bank as of December 31, 2017 that was inadvertently omitted from the Original Filing and (ii) to file as an exhibit the consent of Dixon Hughes Goodman LLP to the incorporation by reference to the registration statement on Form S-3ASR of the Company (Registration No. 333-225075) of its reports appearing as exhibits to this Current Report on Form 8-K. The full text of the Original Filing is repeated herein for convenience, but has not been modified from the text of the Original Filing except solely to include the report and consent referenced above.
Item 8.01 Other Events
On May 13, 2018, Cadence Bancorporation (the “Company”) announced its planned acquisition of State Bank Financial Corporation (“State Bank”). In connection with the planned acquisition of State Bank, the following financial statements are filed as exhibits hereto:
• | Audited financial statements of State Bank as of December 31, 2017 and December 31, 2016 and for each of the years in the three-year period ended December 31, 2017, the notes related thereto and the reports dated February 23, 2018, with respect to the effectiveness of internal control over financial reporting and the consolidated financial statements of State Bank Financial Corporation and Subsidiary. |
• | Interim unaudited financial statements of State Bank as of and for the three months ended March 31, 2018 and March 31, 2017 and the notes related thereto. |
• | Unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2017, for the three months ended March 31, 2018 and as of March 31, 2018 and the notes related thereto. |
The pro forma financial statements give pro forma effect to the acquisition of State Bank. The pro forma financial statements are derived from the historical financial statements of the Company and State Bank. The pro forma financial statements are preliminary and reflect a number of assumptions, including, among others, that the acquisition of State Bank will be consummated. For further information relating to the planned acquisition of State Bank, please see the Company’s Current Report on Form8-K filed on May 14, 2018.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business to be Acquired.
• | The audited financial statements of State Bank as of December 31, 2017 and December 31, 2016 and for each of the years in the three-year period ended December 31, 2017, the notes related thereto and the reports of Dixon Hughes Goodman LLP, independent registered public accounting firm, dated February 23, 2018, are filed as Exhibit 99.1 hereto. |
• | The interim unaudited financial statements of State Bank as of and for the three months ended March 31, 2018 and March 31, 2017 and the notes related thereto, are filed as Exhibit 99.2 hereto. |
(b) Pro forma financial information.
• | Unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2017, for the three months ended March 31, 2018 and as of March 31, 2018 and the notes related thereto, are filed as Exhibit 99.3 hereto. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cadence Bancorporation
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Date: May 22, 2018 | By: | /s/ Jerry W. Powell | ||||
Name: | Jerry W. Powell | |||||
Title: | Executive Vice President and General Counsel |