| Item 2.01. | Completion of Acquisition or Disposition of Assets |
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 Bank’s wholly owned bank subsidiary, State Bank and Trust Company, merged with and into the Company’s 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 Company’s Current Report on Form8-K filed on May 14, 2018, and incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In connection with the Merger and pursuant to the terms of the Merger Agreement, on January 1, 2019, the Company increased the size of its Board of Directors (the “Board”), effective immediately after the Effective Time, from six members to nine members and appointed three former State Bank directors to the Board. Upon the recommendation of State Bank, and after reviewing their relevant experiences and background and discussing the same, the Company’s Nominating and Corporate Governance Committee nominated, and the Board, after its own review and discussion approved, the appointment of Joseph W. Evans, J. Thomas Wiley, Jr. and Virginia A. Hepner (the “New Directors”) to serve on the Board, effective immediately after the Effective Time. Ms. Hepner, Mr. Evans and Mr. Wiley will serve, respectively, for terms expiring at the Company’s 2019, 2020 and 2021 annual stockholder meetings, subject to prior death, resignation or removal from office as provided by law. In addition, effective immediately after the Effective Time, Mr. Evans was appointed the Vice Chairman of the Company, and Mr. Wiley was appointed the Chairman of Cadence Bank.
Each of the New Directors has also been assigned to serve on certain committees of the Board. In particular, each of Mr. Wiley and Mr. Evans has been named as a member of the Risk Committee, Mr. Evans has been named as a member of the Nominating and Corporate Governance Committee, and Ms. Hepner has been named as a member of the Audit Committee.
In connection with their service, each of the New Directors will receive compensation under the Company’snon-employee director compensation program, as described in the section titled “—Director Compensation” in the Company’s definitive proxy statement for its 2018 Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 30, 2018, which description is incorporated by reference
