UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 11, 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. ☐
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:
| • | Interim unaudited financial statements of State Bank as of and for the three and six months ended June 30, 2018 and June 30, 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 six months ended June 30, 2018 and as of June 30, 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 interim unaudited financial statements of State Bank as of and for the three and six months ended June 30, 2018 and June 30, 2017 and the notes related thereto, are filed as Exhibit 99.1 hereto. |
| (b) | Pro Forma Financial Information. |
| • | The unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2017, for the six months ended June 30, 2018 and as of June 30, 2018 and the notes related thereto, are filed as Exhibit 99.2 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 | ||||
| Date: September 11, 2018 | By: | /s/ Jerry W. Powell | ||
| Name: | Jerry W. Powell | |||
| Title: | Executive Vice President and General Counsel | |||
