Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
As of the close of business on October 28, 2021, the reporting persons beneficially owned an aggregate of 6,484,710 shares of the Issuer’s Class A Common Stock or 5.3% of the Issuer’s Class A Common Stock outstanding, which percentage was calculated based on 122,395,359 shares of the Issuer’s Class A Common Stock outstanding as of September 30, 2021, as reported in the Issuer’s Form 8-K filed on October 25, 2021.
On October 29, 2021, the Issuer completed its previously announced merger (the "Merger") with BancorpSouth Bank ("BancorpSouth") pursuant to an Agreement and Plan of Merger dated as of April 12, 2021 and amended as of May 27, 2021 (the "Merger Agreement"). At the closing, the Issuer merged with and into BancorpSouth, with BancorpSouth surviving the Merger as the surviving corporation. In connection with the closing, BancorpSouth changed its name from "BancorpSouth Bank" to "Cadence Bank" and changed its New York Stock Exchange ticker symbol from "BXS" to "CADE". Following the Merger, Cadence Bank, N.A., a subsidiary that was wholly owned by the Issuer, merged with and into BancorpSouth, with BancorpSouth as the surviving bank. Under the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer’s Class A Common Stock issued and outstanding immediately prior to the Effective Time, other than certain shares held by the Issuer or BancorpSouth, was converted into the right to receive 0.70 shares of common stock, par value $2.50 per share, of BancorpSouth ("BancorpSouth Common Stock") plus, if applicable, cash in lieu of fractional shares of BancorpSouth Common Stock. Accordingly, as a result of the consummation of the Merger, the reporting persons no longer beneficially owned any shares of the Issuer’s Class A Common Stock.
(b) Percent of Class:
0.0%
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CUSIP No. | | 12740C103 | SCHEDULE 13G | Page | | 12 | | of | | 15 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. | | 12740C103 | SCHEDULE 13G | Page | | 13 | | of | | 15 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of November 5, 2021, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP No. | | 12740C103 | SCHEDULE 13G | Page | | 14 | | of | | 15 |
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| | | SIGNATURE | | | | | | | |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: November 5, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES II LLC
By: Millennium International Management LP, its Investment Manager |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM GROUP MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | |
/s/ Israel A. Englander |
Israel A. Englander
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CUSIP No. | | 12740C103 | SCHEDULE 13G | Page | | 15 | | of | | 15 |
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| | | EXHIBIT I | | | | | | | |
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| | | JOINT FILING AGREEMENT | | | | | | | |
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.01 per share, of Cadence Bancorporation, a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: November 5, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
|
By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES II LLC
By: Millennium International Management LP, its Investment Manager |
|
By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager |
|
By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
|
By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM MANAGEMENT LLC |
|
By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM GROUP MANAGEMENT LLC |
|
By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | |
/s/ Israel A. Englander |
Israel A. Englander
|