UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K/A
Amendment No. 2
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number001-38058
Cadence Bancorporation
(Exact name of Registrant as specified in its charter)
Delaware | 47-1329858 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
2800 Post Oak Boulevard, Suite 3800, Houston, Texas | 77056 | |
(Address of principal executive office) | (Zip Code) |
Registrant’s 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:
Title of each class | Name of Exchange on which registered | |
Class A Common Stock, $0.01 per share | New York Stock Exchange (“NYSE”) |
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 RegulationS-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 RegulationS-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Act) Yes ☐ No ☒
As of June 29, 2018, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting shares of common stock held bynon-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 Registrant’s 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 Registrant’s common stock.
Number of shares of Class A common stock outstanding as of May 7, 2019: 128,795,662
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s Proxy Statement relating to the 2019 Annual Meeting of Shareholders, which was filed within 120 days after December 31, 2018, are incorporated by reference into Part II, Item 5 and Part III, Items10-14 of this Annual Report on Form10-K.
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EXPLANATORY NOTE
This Amendment No. 2 to the Annual Report on Form10-K/A (this “Amendment No. 2”) amends our previously filed Annual Report on Form10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2019 (the “Form10-K”), as amended by Amendment No. 1 to the Form10-K, as filed with the SEC on March 8, 2019 (“Amendment No. 1”, and together with the Form10-K, the “Original Report”).
This Amendment No. 2 is being filed solely to file the Consent of Independent Registered Public Accounting Firm (the “Consent”) as Exhibit 23.1, which was inadvertently omitted from the Original Report. The Consent is filed as Exhibit 23.1 attached hereto. Except as stated above, there are no other changes to the Original Report. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Report.
Pursuant to Rule12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 2, and this Amendment No. 2 does not contain or amend any disclosure with respect to Items 307 and 308 of RegulationS-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(b) Exhibits.
The following exhibits are being filed herewith:
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized in Houston, Texas on the 20th day of June, 2019.
CADENCE BANCORPORATION | ||
By: | /s/ Paul B. Murphy, Jr. | |
Paul B. Murphy, Jr. | ||
Chairman and Chief Executive Officer |
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