CADE / Cadence Bank - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38058 CADENCE BANCORPORATION (Exact name of registrant as specified in it

CADE / Cadence Bancorporation / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CADENCE BANCORPORATION (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 12740C103 (CUSIP Number) OCTOBER 28, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 09, 2021, pursuant to the provisions of Rule 12d2-2 (a).

ARTICLES OF SECOND AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BANCORPSOUTH BANK

Exhibit 3.3 ARTICLES OF SECOND AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BANCORPSOUTH BANK BancorpSouth Bank, a corporation incorporated and existing under the laws of the State of Mississippi (the ?Corporation?), in accordance with the provisions of Sections 79-4-10.01 through 79-4-10.06 of the Mississippi Code of 1972, as amended, hereby adopts these Articles of Second A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-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): October 25, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

AMENDED AND RESTATED ARTICLES OF INCORPORATION BANCORPSOUTH BANK

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BANCORPSOUTH BANK Pursuant to the provisions of the Mississippi Code of 1972 (the "Code"), BancorpSouth Bank, a Mississippi banking corporation, hereby amends and restates its Articles of Incorporation as follows: 1. Name. The name of the corporation is BancorpSouth Bank (the ?Bank?). 2. Domicile; Registered Office; Registered Agent. Th

AMENDED AND RESTATED BANCORPSOUTH BANK Organized Under the Laws of Mississippi ARTICLE I

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF BANCORPSOUTH BANK Organized Under the Laws of Mississippi ARTICLE I OFFICES Section 1.1 PRINCIPAL AND REGISTERED OFFICE. The principal office of BancorpSouth Bank (the ?Bank?) shall be located in the City of Tupelo, County of Lee, State of Mississippi. Unless the Board of Directors designates otherwise, the registered office of the Bank shall be the princ

OF BANCORPSOUTH BANK

Exhibit 3.6 SECOND AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF BANCORPSOUTH BANK The Amended and Restated Bylaws of BancorpSouth Bank, as amended by the First Amendment (the ?Bylaws?), shall be further amended effective as of October 29, 2021 as follows: 1. A new Article XV shall be added to the Bylaws to state: ARTICLE XV CERTAIN GOVERNANCE MATTERS Section 15.1 Interpretation; Definitions. (a

As filed with the Securities and Exchange Commission on October 29, 2021

As filed with the Securities and Exchange Commission on October 29, 2021 Registration No.

As filed with the Securities and Exchange Commission on October 29, 2021

As filed with the Securities and Exchange Commission on October 29, 2021 Registration No.

BancorpSouth Bank and Cadence Bancorporation Complete Their Merger

Exhibit 99.1 News Release For Immediate Release BancorpSouth Contacts: Cadence Contacts: Media Media Antrenise Robinson Danielle Kernell (662) 680-2038 direct | (662) 213-9592 mobile (713) 871-4051 direct | (713) 392-7709 mobile [email protected] [email protected] Investor Relations Will Fisackerly Investor Relations Valerie Toalson (662) 680-2475 direct | (662) 417-5107 mobil

FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS BANCORPSOUTH BANK

Exhibit 3.5 FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF BANCORPSOUTH BANK The Amended and Restated Bylaws (the ?Bylaws?) of BancorpSouth Bank (the ?Bank?), are hereby amended effective as of February 25, 2021 (the ?Effective Date?) as follows: 1. Article II, Section 2.1 of the Bylaws is hereby deleted in its entirety and a new Article II, Section 2.1 is hereby added to the Bylaws and rea

ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BANCORPSOUTH BANK

Exhibit 3.2 ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BANCORPSOUTH BANK BancorpSouth Bank, a corporation incorporated and existing under the laws of the State of Mississippi (the ?Corporation?), in accordance with the provisions of Section 81-5-23 and Sections 79-4-10.01 through 79-4-10.06 of the Mississippi Code Annotated, hereby adopts these Articles of Amend

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): October 25, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Cadence Bancorporation reports THIRD QUARTER 2021 FINANCIAL RESULTS

Exhibit 99.1 Cadence Bancorporation reports THIRD QUARTER 2021 FINANCIAL RESULTS HOUSTON (October 25, 2021) ? Cadence Bancorporation (NYSE: CADE) (?Cadence?) today announced net income for the quarter ended September 30, 2021, of $84.0 million or $0.67 per share, compared to net income of $101.3 million or $0.80 per share for the quarter ended June 30, 2021, and to net income of $49.3 million or $

M. Ray “Hoppy” Cole, CEO or DeeDee Lowery, CFO

Exhibit 99.1 News Release For Immediate Release The First Contact: M. Ray ?Hoppy? Cole, CEO or DeeDee Lowery, CFO 601-268-8998 Cadence Contact: Danielle Kernell [email protected] 713-871-4051 BancorpSouth Contact: Antrenise Robinson [email protected] 662-680-2038 The First agrees to purchase seven Cadence Bank Branches Hattiesburg, Miss. - September 2, 2021 ? The First, A Nati

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): April 12, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission F

Cadence Bank Announces Settlement of Claims Made by U.S. Department of Justice and the Office of the Comptroller of the Currency

Exhibit 99.1 Cadence Bank Announces Settlement of Claims Made by U.S. Department of Justice and the Office of the Comptroller of the Currency HOUSTON, August 30, 2021 ? Cadence Bancorporation (NYSE: CADE) (the ?Company?), the parent company of Cadence Bank, N.A. (the ?Bank?), announced today the Bank entered into separate settlements with the U.S. Department of Justice (?DOJ?) and the Office of th

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): August 30, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): August 23, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

2 Disclaimers Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,Section 27A of the Securities Act of 1933, as amended, and Section 21E of th

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation August 2021 Exhibit 99.1 2 Disclaimers Certain statements in this communication may constitute ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995,Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of

Cadence Bancorporation Announces Shareholder Approval of Merger with BancorpSouth Bank

Exhibit 99.1 Cadence Bancorporation Announces Shareholder Approval of Merger with BancorpSouth Bank HOUSTON, August 9, 2021 ? Cadence Bancorporation (NYSE: CADE) today announced that, during a special meeting (?Special Meeting?) of its shareholders held today, CADE shareholders voted to approve the previously announced merger agreement (the ?Merger Agreement?) entered into between the Company and

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): August 9, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38058 Cadence Ba

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): July 21, 2021 Cadence Bancorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): July 21, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): July 21, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fi

2 Disclaimers Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,Section 27A of the Securities Act of 1933, as amended, and Section 21E of th

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Second Quarter 2021 Financial Results July 22, 2021 Exhibit 99.2 2 Disclaimers Certain statements in this communication may constitute ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995,Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securiti

Cadence Bancorporation reports SECOND QUARTER 2021 FINANCIAL RESULTS

Exhibit 99.1 Cadence Bancorporation reports SECOND QUARTER 2021 FINANCIAL RESULTS HOUSTON (July 22, 2021) ? Cadence Bancorporation (NYSE: CADE) (?Cadence?) today announced net income for the quarter ended June 30, 2021, of $101.3 million or $0.80 per share, compared to net income of $106.4 million or $0.84 per share for the quarter ended March 31, 2021, and to a net loss of ($56.1) million or ($0.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): July 22, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?? D

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38058 Cadence B

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): May 6, 2021 Cadence Bancorporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38058 47-1329858 (State or Other Jurisdiction of Incorporation) (Commission File Num

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

2 Disclaimers Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,Section 27A of the Securities Act of 1933, as amended, and Section 21E of th

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation April 2021 Exhibit 99.1 2 Disclaimers Certain statements in this communication may constitute ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995,Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): April 30, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission F

- DEFA14A

DEFA14A 1 nc10023011x9defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the C

Cadence Bancorporation reports FIRST QUARTER 2021 FINANCIAL RESULTS

Exhibit 99.1 Cadence Bancorporation reports FIRST QUARTER 2021 FINANCIAL RESULTS HOUSTON (April 22, 2021) – Cadence Bancorporation (NYSE: CADE) (“Cadence”) today announced net income for the quarter ended March 31, 2021, of $106.4 million or $0.84 per share, compared to net income of $200.6 million or $1.57 per share for the quarter ended December 31, 2020, and a net loss of ($399.3) million or ($

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

2 Disclaimers Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,Section 27A of the Securities Act of 1933, as amended, and Section 21E of th

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO First Quarter 2021 Financial Results April 22, 2021 Exhibit 99.2 2 Disclaimers Certain statements in this communication may constitute ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995,Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securiti

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): April 22, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission F

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): April 12, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction (Commission (I.R.S. Employer of

AGREEMENT AND PLAN OF MERGER by and between BANCORPSOUTH BANK CADENCE BANCORPORATION Dated as of April 12, 2021

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between BANCORPSOUTH BANK and CADENCE BANCORPORATION Dated as of April 12, 2021 TABLE OF CONTENTS Article I THE MERGER 1.1 The Merger and Bank Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 3 1.5 Conversion of Cadence Common Stock 3 1.6 BancorpSouth Stock 4 1.7 Treatment of Cadence Equity Awards 4 1.8 Treatment of BancorpSouth

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): April 12, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction (Commission (I.R.S. Employer of

AGREEMENT AND PLAN OF MERGER by and between BANCORPSOUTH BANK CADENCE BANCORPORATION Dated as of April 12, 2021

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between BANCORPSOUTH BANK and CADENCE BANCORPORATION Dated as of April 12, 2021 TABLE OF CONTENTS Article I THE MERGER 1.1 The Merger and Bank Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 3 1.5 Conversion of Cadence Common Stock 3 1.6 BancorpSouth Stock 4 1.7 Treatment of Cadence Equity Awards 4 1.8 Treatment of BancorpSouth

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

Transformational Merger: BancorpSouth Bank and Cadence Bancorporation

Exhibit 99.2 Transformational Merger: BancorpSouth Bank and Cadence Bancorporation Creating a Premier Regional Banking Franchise Across Texas and the Southeast April 12, 2021 Disclaimer Forward-Looking Statements Certain statements in this presentation may constitute ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995,Section 2 7A of the Securiti

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): April 12, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction (Commission (I.R.S. Employer of

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): April 12, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction (Commission (I.R.S. Employer of

BancorpSouth Bank and Cadence Bancorporation to combine in transformational merger Creates a Premier Regional Banking Franchise across Texas and the Southeast Merger creates the 5th largest bank with headquarters in nine-state footprint Financially c

Exhibit 99.1 BancorpSouth Bank and Cadence Bancorporation to combine in transformational merger Creates a Premier Regional Banking Franchise across Texas and the Southeast Merger creates the 5th largest bank with headquarters in nine-state footprint Financially compelling transaction for both companies’ shareholders TUPELO, MS and HOUSTON, TX – BancorpSouth Bank (NYSE: BXS) (“BancorpSouth”) and Ca

- DEF 14A

DEF 14A 1 d103065ddef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (Class A Common Stock).

Exhibit 4.2 Description of THE REGISTRANT?S Securities Registered under Section 12 of the Securities Exchange Act of 1934 (Class A Common Stock) Cadence Bancorporation (the ?Company,? ?we,? ?our? and ?us?) has one class of securities registered with the Securities and Exchange Commission (the ?SEC?) under Section 12 of the Securities Exchange Act of 1934, as amended: our Class A common stock, par

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38058 Cadence Bancorporation (Exact

Change of Control Agreement, dated as of March 1, 2013, by and between Cadence Bank, N.A. and Edward H. Braddock.

Exhibit 10.17 CHANGE OF CONTROL EMPLOYMENT AGREEMENT This CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of March 1, 2013 (this ?Agreement?), is entered into by and between Cadence Bank, N.A. (the ?Company?), and Edward H. Braddock (the ?Executive?). WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is in the best interests of the Company and its members to assu

Change of Control Agreement, dated as of March 1, 2014, by and between Cadence Bank, N.A. and Jerry W. Powell.

Exhibit 10.18 CHANGE OF CONTROL EMPLOYMENT AGREEMENT This CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of March 1, 2014 (this ?Agreement?), is entered into by and between Cadence Bank, N.A. (the ?Company?), and Jerry W. Powell (the ?Executive?). WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is in the best interests of the Company and its members to assure

Subsidiaries of Cadence Bancorporation.

Exhibit 21.1 Subsidiaries of Cadence Bancorporation (as of December 31, 2020) Subsidiary Jurisdiction of Organization Cadence Bank, N.A. United Sates Altera Payroll and Insurance, Inc. Delaware Linscomb & Williams, Inc. Texas Cadence Investment Services, Inc. Alabama SFS, LLC Alabama Trico and Company LLC Alabama Cadence Holdings, LLC Alabama Cadence Capital, Inc. Texas Encore Statutory Trust II C

Amended and Restated Employment Agreement, dated June 1, 2020, by and between Cadence Bancorporation and Jack R. Schultz.

Exhibit 10.6 EXECUTION VERSION Amended and Restated Employment Agreement THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of June 1, 2020 (the ?Restatement Date?), by and among Cadence Bancorporation, a Delaware corporation (the ?Company?), Cadence Bank, N.A., a national banking association organized under the laws of the United States (the ?Bank? and,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Cadence BanCorp Class A Title of Class of Securities: Common Stock CUSIP Number: 12739A100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is file

2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future ev

EX-99.1 2 cade-ex991142.htm EX-99.1 ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation February 2021 Exhibit 99.1 2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things,

Regulation FD Disclosure, Financial Statements and Exhibits - INVESTOR PRESENTATION 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): February 1, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future ev

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Full Year and Fourth Quarter 2020 Financial Results January 25, 2021 Exhibit 99.2 2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, fu

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 4Q20 EARNINGS RELEASE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): January 25, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Cadence Bancorporation reports FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS

EXHIBIT 99.1 Cadence Bancorporation reports FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS HOUSTON (January 25, 2021) – Cadence Bancorporation (NYSE: CADE) (“Cadence”) today announced net income for the quarter ended December 31, 2020 of $200.6 million or $1.57 per share, compared to $51.4 million or $0.40 per share for the quarter ended December 31, 2019, and $49.3 million or $0.39 per share

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K PRE-RELEASE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): January 7, 2021 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Cadence Bancorporation ANNOUNCES SELECT ESTIMATED FOURTH QUARTER 2020 FINANCIAL INFORMATION

EXHIBIT 99.1 Cadence Bancorporation ANNOUNCES SELECT ESTIMATED FOURTH QUARTER 2020 FINANCIAL INFORMATION HOUSTON (January 7, 2021) – Cadence Bancorporation (NYSE: CADE) (“Cadence”) expects to recognize a meaningful change in the timing of recognition of hedge revenue into current earnings as a result of a LIBOR hedge determined to be partially ineffective under hedge accounting. The Company is in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38058 Caden

Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): November 3, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation November 2020 Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our results of oper

Cadence Bancorporation reports THIRD QUARTER 2020 FINANCIAL RESULTS

Exhibit 99.1 Cadence Bancorporation reports THIRD QUARTER 2020 FINANCIAL RESULTS HOUSTON (October 21, 2020) – Cadence Bancorporation (NYSE: CADE) (“Cadence”) today announced net income for the quarter ended September 30, 2020 of $49.3 million or $0.39 per share, compared to net income of $44.0 million or $0.34 per share for the quarter ended September 30, 2019, and a net loss of ($56.1) million or

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Third Quarter 2020 Financial Results October 21, 2020 Exhibit 99.2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and o

Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): October 21, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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 18, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Commission File Number: 001-38058 Delaware 47-1329858 (State or other jurisdiction of

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price per Share Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (2) Class A Common

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225075 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price per Share Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (2) Class A Common Stock, par value $0.01 per share 143,813 shares (1) $2,781,344.0

Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): August 10, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Employment Agreement, dated June 1, 2020, by and between Cadence Bancorporation and R.H. “Hank” Holmes, IV.

EXECUTION VERSION EXHIBIT 10.3 Amended and Restated Employment Agreement THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2020 (the “Restatement Date”), by and among Cadence Bancorporation, a Delaware corporation (the “Company”), Cadence Bank, N.A., a national banking association organized under the laws of the United States (the “Bank” and,

Amended and Restated Employment Agreement, dated June 1, 2020, by and between Cadence Bancorporation and Valerie C. Toalson.

EXECUTION VERSION EXHIBIT 10.2 Amended and Restated Employment Agreement THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2020 (the “Restatement Date”), by and among Cadence Bancorporation, a Delaware corporation (the “Company”), Cadence Bank, N.A., a national banking association organized under the laws of the United States (the “Bank” and,

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation August 2020 Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our results of operat

Amended and Restated Employment Agreement, dated June 1, 2020, by and between Cadence Bancorporation and Samuel M. Tortorici.

EXECUTION VERSION EXHIBIT 10.1 Amended and Restated Employment Agreement THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2020 (the “Restatement Date”), by and among Cadence Bancorporation, a Delaware corporation (the “Company”), Cadence Bank, N.A., a national banking association organized under the laws of the United States (the “Bank” and,

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38058 Cadence Ba

Cadence Bancorporation reports SECOND QUARTER 2020 FINANCIAL RESULTS

Exhibit 99.1 Cadence Bancorporation reports SECOND QUARTER 2020 FINANCIAL RESULTS HOUSTON (July 22, 2020) – Cadence Bancorporation (NYSE: CADE) (“Cadence”) today announced a net loss for the quarter ended June 30, 2020 of ($56.1) million or ($0.45) per share, compared to net income of $48.3 million or $0.37 per share for the quarter ended June 30, 2019, and a net loss of ($399.3) million or ($3.15

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Second Quarter 2020 Financial Results July 22, 2020 Exhibit 99.2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our

Financial Statements and Exhibits - 2Q20 EARNINGS RELEASE 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): July 22, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fi

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): June 8, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fil

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation June 2020 Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our results of operatio

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): June 1, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fil

- S-8

S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 2800 Post Oak Boulevard, Suite 3800 Houston, Texas 77056 47-1329858 (State or other jurisdiction of incorporation or organization) (Address of principal executive offices i

Second Amendment to Credit Agreement

Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), made and entered into as of May 21, 2020, is by and between CADENCE BANCORPORATION, a corporation organized under the laws of the State of Delaware (the “Borrower”), and U.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): May 21, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fil

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): May 13, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fil

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation May 2020 Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our results of operation

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38058 Cadence B

Second Amended and Restated By-laws.

EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF CADENCE BANCORPORATION Incorporated under the Laws of the State of Delaware (Effective May 8, 2020) ARTICLE 1 OFFICES AND RECORDS SECTION 1.1 Delaware Office. The address of the registered office of Cadence Bancorporation (the “Corporation”) in the State of Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street in the City

Third Amended and Restated Certificate of Incorporation.

EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CADENCE BANCORPORATION Cadence Bancorporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: (1) The name of the Corporation is Cadence Bancorporation. The original Certificate of Incorporation of the Corpo

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): May 7, 2020 Cadence Bancorporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38058 47-1329858 (State or Other Jurisdiction of Incorporation) (Commission File Num

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): April 29, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission F

Cadence Bancorporation reports First QUARTER 2020 FINANCIAL RESULTS

Exhibit 99.1 Cadence Bancorporation reports First QUARTER 2020 FINANCIAL RESULTS HOUSTON (April 29, 2020) – Cadence Bancorporation (NYSE: CADE) (“Cadence”) today announced a net loss for the quarter ended March 31, 2020 of ($399.3) million or ($3.15) per share, compared to net income of $58.2 million or $0.44 per share for the quarter ended March 31, 2019, and $51.4 million or $0.40 per share for

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO First Quarter 2020 Financial Results April 29, 2020 Exhibit 99.2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

CADE / Cadence Bancorporation DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): March 6, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fi

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation March 2020 Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our results of operati

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): March 10, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission F

CADE / Cadence Bancorporation PRE 14A - - PRE 14A

PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): March 6, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fi

Amended and Restated Employment Agreement, dated March 14, 2017, by and between Cadence Bancorporation and Valerie C. Toalson.

Exhibit 10.5 EXECUTION VERSION Amended and Restated Employment Agreement THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2017 (the “Restatement Date”), by and among Cadence Bancorporation, a Delaware corporation (the “Company”), Cadence Bank, N.A., a national banking association organized under the laws of the United States (the “Bank” and

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation February 2020 Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our results of oper

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): February 28, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commissio

Subsidiaries of Cadence Bancorporation.

Exhibit 21.1 Subsidiaries of Cadence Bancorporation (as of December 31, 2019) Subsidiary Jurisdiction of Organization Cadence Bank, N.A. United Sates Altera Payroll and Insurance, Inc.. Delaware Linscomb & Williams, Inc. Texas Cadence Investment Services, Inc. Alabama SFS, LLC Alabama Brec-Pharr Road LLC Georgia Trico and Company LLC Alabama Cadence Holdings, LLC Alabama Cadence Capital, Inc Texas

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38058 Cadence Bancorporation (Exact

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): February 18, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commissio

Cadence Bancorporation INcreases Share Repurchase PRogram by $100 Million

EX-99.1 2 cade-ex99129.htm EX-99.1 EXHIBIT 99.1 Cadence Bancorporation INcreases Share Repurchase PRogram by $100 Million HOUSTON, February 18, 2020 – Cadence Bancorporation (NYSE: CADE) (“Cadence”) today announced that its board of directors has authorized an increase to its share repurchase program of Cadence’s Class A common stock by an additional $100 million. Cadence previously announced a $5

CADE / Cadence Bancorporation / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Cadence BanCorp (Name of Issuer) Common Stock (Title of Class of Securities) 12739A100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

CADE / Cadence Bancorporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Cadence BanCorp Title of Class of Securities: Common Stock CUSIP Number: 12739A100 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rul

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): February 4, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation February 2020 Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our results of oper

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): January 23, 2020 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Full Year and Fourth Quarter 2019 Financial Results January 23, 2020 Exhibit 99.2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, futu

Cadence Bancorporation reports FOURTH QUARTER AND FULL YEAR 2019 FINANCIAL RESULTS

Exhibit 99.1 Cadence Bancorporation reports FOURTH QUARTER AND FULL YEAR 2019 FINANCIAL RESULTS HOUSTON (January 23, 2020) – Cadence Bancorporation (NYSE: CADE) (“Cadence”) today announced net income for the year ended December 31, 2019 of $202.0 million or $1.56 per diluted common share (“per share”), compared to $166.3 million or $1.97 per share for the year ended December 31, 2018. Net income f

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to Commission File Number 001-38058 Cadenc

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation November 2019 Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our results of oper

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): November 4, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Cadence Bancorporation reports THIRD QUARTER 2019 FINANCIAL RESULTS

Exhibit 99.1 Cadence Bancorporation reports THIRD QUARTER 2019 FINANCIAL RESULTS HOUSTON (October 23, 2019) – Cadence Bancorporation (NYSE:CADE) (“Cadence”) today announced net income for the quarter ended September 30, 2019 of $44.0 million, or $0.34 per diluted common share (“per share”), compared to $47.1 million or $0.56 per share for the quarter ended September 30, 2018, and $48.3 million or

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Third Quarter 2019 Financial Results October 23, 2019 Exhibit 99.2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and o

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): October 23, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to Commission File Number 001-38058 Cadence Ban

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

EX-99.1 2 cade-ex9916.htm EX-99.1 ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation August 2019 Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, futur

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): August 5, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission F

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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 8, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporatio

Cadence bancorporation announces $50 million share repurchase program

EXHIBIT 99.2 Cadence bancorporation announces $50 million share repurchase program HOUSTON, July 26, 2019 – Cadence Bancorporation (NYSE: CADE) (the “Company”) today announced that its board of directors has authorized the repurchase of up to $50 million of the Company’s Class A common stock. The Company expects to fund the program with cash on hand and cash generated from operations. The repurcha

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): July 25, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fi

CADENCE BANCORPORATION DECLARES QUARTERLY CASH DIVIDEND

EXHIBIT 99.1 CADENCE BANCORPORATION DECLARES QUARTERLY CASH DIVIDEND HOUSTON, July 25, 2019 – The board of directors of Cadence Bancorporation today approved a quarterly cash dividend in the amount of $0.175 per share of outstanding common stock, representing an annualized dividend of $0.70 per share. The dividend will be paid on September 13, 2019 to holders of record of Cadence’s Class A common

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): July 22, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fi

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Second Quarter 2019 Financial Results July 22, 2019 Exhibit 99.2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our

Cadence Bancorporation reports SECOND QUARTER 2019 FINANCIAL RESULTS

Exhibit 99.1 Cadence Bancorporation reports SECOND QUARTER 2019 FINANCIAL RESULTS HOUSTON (July 22, 2019) – Cadence Bancorporation (NYSE:CADE) (“Cadence”) today announced net income for the quarter ended June 30, 2019 of $48.3 million, or $0.37 per diluted common share (“per share”), compared to $48.0 million or $0.57 per share for the quarter ended June 30, 2018, and $58.2 million or $0.44 per sh

Underwriting Agreement, dated as of June 20, 2019, by and among the Company, Sandler O’Neill & Partners, L.P. and U.S. Bancorp Investments, Inc., acting as representatives of the several underwriters named in Schedule I to the Underwriting Agreement.

EX-1.1 Exhibit 1.1 Cadence Bancorporation $85,000,000 4.75% Fixed to Floating Rate Subordinated Notes due 2029 Underwriting Agreement June 20, 2019 Sandler O’Neill & Partners, L.P. U.S. Bancorp Investments, Inc. As Representatives of the Several Underwriters named in Schedule I hereto. c/o Sandler O’Neill & Partners, L.P. 1251 Avenue of the Americas, 6th Floor, New York, New York 10020 c/o U.S. Ba

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): June 20, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commissio

Base Indenture, dated as of June 26, 2019, between Cadence Bancorporation and U.S. Bank National Association, as trustee.

EX-4.1 Exhibit 4.1 CADENCE BANCORPORATION TO U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 26, 2019 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 8 SECTION 103. Form of Documents Delivered to Trustee 9 SECTION 104. Acts of H

Form of Global Notes for Cadence Bancorporation’s 4.75% Fixed to Floating Rate Subordinated Notes due 2029 (included in Exhibit 4.2 of this Current Report on Form 8-K).

EX-4.2 Exhibit 4.2 CADENCE BANCORPORATION FIRST SUPPLEMENTAL INDENTURE Dated as of June 26, 2019 to the Indenture Dated as of June 26, 2019 4.75% Fixed to Floating Rate Subordinated Notes due 2029 U.S. BANK NATIONAL ASSOCIATION as Trustee TABLE OF CONTENTS Page ARTICLE 1 SCOPE OF FIRST SUPPLEMENTAL INDENTURE Section 1.01 Scope 2 ARTICLE 2 DEFINITIONS Section 2.01 Definitions and Other Provisions o

Title of each class of securities to be registered

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225075 Title of each class of securities to be registered Maximum Aggregate Offering Price Amount of Registration Fee(1) 4.75% Fixed to Floating Rate Subordinated Notes due 2029 $85,000,000 $10,302.00 (1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(r) under the Securities

Cadence Bancorporation 4.75% Fixed to Floating Rate Subordinated Notes due 2029 Term Sheet Issuer: Cadence Bancorporation (the “Company”) Security: 4.75% Fixed to Floating Rate Subordinated Notes due 2029 (the “Notes”) Aggregate Principal Amount: $85

FWP Free Writing Prospectus Filed pursuant to Rule 433 Supplementing the Preliminary Prospectus Supplement, dated June 20, 2019 and the Prospectus, dated May 21, 2018 Registration No.

CADENCE BANCORPORATION ANNOUNCES PROPOSED OFFERING OF FIXED TO FLOATING RATE SUBORDINATED NOTES DUE 2029

FWP Filed pursuant to Rule 433 Registration File No. 333-225075 Supplementing the Preliminary Prospectus Supplement dated June 20, 2019 (To Prospectus dated May 21, 2018) CADENCE BANCORPORATION ANNOUNCES PROPOSED OFFERING OF FIXED TO FLOATING RATE SUBORDINATED NOTES DUE 2029 HOUSTON, TEXAS (June 20, 2019) – Cadence Bancorporation (NYSE: CADE) today announced the commencement of a registered public

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation June 2019 Filed pursuant to Rule 433 Registration File No. 333-225075 Supplementing the Preliminary Prospectus Supplement dated June 20, 2019 (To Prospec

FWP ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation June 2019 Filed pursuant to Rule 433 Registration File No. 333-225075 Supplementing the Preliminary Prospectus Supplement dated June 20, 2019 (To Prospectus dated May 21, 2018) Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation

SUBJECT TO COMPLETION, DATED JUNE 20, 2019.

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225075 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell securities and are not seeking offers to buy these securities in any jurisdiction where the offer or sale is not permitt

Annual Report - 10-K/A

10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-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 Number 001-38058 Cade

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): May 8, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to Commission File Number 001-38058 Cadence Ba

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

EX-99.1 2 cade-ex9916.htm EX-99.1 ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): May 3, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission File

CADENCE BANCORPORATION DECLARES QUARTERLY CASH DIVIDEND

Exhibit 99.1 CADENCE BANCORPORATION DECLARES QUARTERLY CASH DIVIDEND HOUSTON (April 30, 2019) – The board of directors of Cadence Bancorporation today approved a quarterly cash dividend in the amount of $0.175 per share of outstanding common stock, representing an annualized dividend of $0.70 per share. The dividend will be paid on June 14, 2019 to holders of record of Cadence’s Class A common sto

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): April 30, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission F

Supplemental Material to the Definitive Proxy Statement

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): May 1, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission File

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

0 45 86 0 110 84 210 189 124 153 102 51 127 127 127 23 67 5 204 153 0 100 0 100 May 2nd, 2019 | New York Cadence Bancorporation Investor Day Exhibit 99.

Cadence Bancorporation reports FIRST QUARTER 2019 FINANCIAL RESULTS

Exhibit 99.1 Cadence Bancorporation reports FIRST QUARTER 2019 FINANCIAL RESULTS HOUSTON, TEXAS (April 29, 2019) – Cadence Bancorporation (NYSE:CADE) (“Cadence”) today announced net income for the quarter ended March 31, 2019 of $58.2 million, or $0.44 per diluted common share (“per share”), compared to $32.3 million, or $0.39 per share for the quarter ended December 31, 2018, and $38.8 million or

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO First Quarter 2019 Financial Results April 29, 2019 Exhibit 99.2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): April 29, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission F

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): March 29, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission F

Credit Agreement, dated as of March 29, 2019, by and between Cadence Bancorporation and U.S. Bank National Association (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Cadence Bancorporation, filed with the Securities and Exchange Commission on April 2, 2019).

Exhibit 10.1 CREDIT AGREEMENT by and between CADENCE BANCORPORATION And U.S. BANK NATIONAL ASSOCIATION Dated as of March 29, 2019 1 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1 Section 1.1 Defined Terms1 Section 1.2 Accounting Terms and Calculations12 Section 1.3 Computation of Time Periods13 Section 1.4 Other Definitional Terms13 ARTICLE II. TERMS OF THE CREDIT FACILITIES 13 Se

CADE / Cadence Bancorporation DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CADE / Cadence Bancorporation FORM 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment Number 1 ☒ 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 Number 001-38058 Cadence

CADENCE BANCORPORATION ANNOUNCES APPOINTMENT OF NEW BOARD MEMBER

EX-99.1 Exhibit 99.1 CADENCE BANCORPORATION ANNOUNCES APPOINTMENT OF NEW BOARD MEMBER HOUSTON (March 7, 2019) – Cadence Bancorporation (NYSE: CADE), a regional financial holding company, today announced the appointment of Precious Williams Owodunni to its board of directors for a term that expires in 2021. “Precious is an accomplished business strategist, and we are excited to have her join our bo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): March 7, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commissio

CADE / Cadence Bancorporation 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ 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 Number 001-38058 Cadence Bancorporation (Exact

CADE / Cadence Bancorporation / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cadence BanCorp (Name of Issuer) Common Stock (Title of Class of Securities) 12739A100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation February 2019 Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our results of oper

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): February 4, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

EX-99.2 3 cade-ex9926.htm EX-99.2 ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Full Year and Fourth Quarter 2018 Financial Results January 28, 2019 Exhibit 99.2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with re

Cadence Bancorporation reports RESULTS FOR 2018 driven by record revenue and continued balance sheet growth

Exhibit 99.1 Cadence Bancorporation reports RESULTS FOR 2018 driven by record revenue and continued balance sheet growth HOUSTON, TEXAS (January 28, 2019) – Cadence Bancorporation (NYSE:CADE) (“Cadence”) today announced net income for the year ended December 31, 2018 of $166.3 million, or $1.97 per diluted common share (“per share”), compared to $102.4 million, or $1.25 per share for the year ende

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): January 28, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

STATE BANK FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Financial Condition (Dollars in thousands, except per share amounts) September 30, 2018 December 31, 2017 (unaudited) (1) Assets Cash and amounts due from depository instituti

EX-99.2 Exhibit 99.2 PART I Item 1. Financial Statements. STATE BANK FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Financial Condition (Dollars in thousands, except per share amounts) September 30, 2018 December 31, 2017 (unaudited) (1) Assets Cash and amounts due from depository institutions $ 16,273 $ 17,438 Interest-bearing deposits in other financial institutions 186,524 211,

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE MERGER WITH STATE BANK

EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE MERGER WITH STATE BANK 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, da

Financial Statements and Exhibits

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): January 1, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of i

CADE / Cadence Bancorporation / VANGUARD GROUP INC Passive Investment

cadencebancorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Cadence BanCorp Title of Class of Securities: Common Stock CUSIP Number: 12739A100 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to de

CADE / Cadence Bancorporation POS AM

POS AM Table of Contents As filed with the Securities and Exchange Commission on January 2, 2019 Registration No.

Form of Warrant to Purchase Common Stock of State Bank and Trust Company.

EX-4.5 3 d682632dex45.htm EX-4.5 Exhibit 4.5 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITI

Form of Warrant to Purchase Common Stock of State Bank Financial Corporation.

EX-4.4 Exhibit 4.4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WARRANT TO PURCHA

CADENCE BANCORPORATION ANNOUNCES COMPLETION OF MERGER WITH STATE BANK FINANCIAL CORPORATION

EX-99.1 Exhibit 99.1 CADENCE BANCORPORATION ANNOUNCES COMPLETION OF MERGER WITH STATE BANK FINANCIAL CORPORATION HOUSTON, TEXAS (January 2, 2019) – Cadence Bancorporation (NYSE: CADE) (“Cadence”), the holding company of Cadence Bank, N.A. (“Cadence Bank”), today announced that it has completed its previously announced merger with State Bank Financial Corporation (NASDAQ: STBZ) (“State Bank”), effe

Services and Covenant Agreement, dated as of June 11, 2018, by and between Cadence Bancorporation and Joseph W. Evans (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Cadence Bancorporation, filed with the Securities and Exchange Commission on January 2, 2019).

EX-10.1 Exhibit 10.1 EXECUTION VERSION SERVICES AND COVENANT AGREEMENT THIS SERVICES AND COVENANT AGREEMENT (this “Agreement”), dated as of June 11, 2018, is entered into by and between Cadence Bancorporation, a Delaware corporation (“Parent”), and Joseph W. Evans (the “Advisor”), to be effective upon the occurrence of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): January 1, 2019 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commiss

Services and Covenant Agreement, dated as of June 11, 2018, by and between Cadence Bancorporation and J. Thomas Wiley, Jr. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Cadence Bancorporation, filed with the Securities and Exchange Commission on January 2, 2019).

EX-10.2 3 d681190dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION SERVICES AND COVENANT AGREEMENT THIS SERVICES AND COVENANT AGREEMENT (this “Agreement”), dated as of June 11, 2018, is entered into by and between Cadence Bancorporation, a Delaware corporation (“Parent”), and J. Thomas Wiley, Jr. (the “Advisor”), to be effective upon the occurrence of the Effective Time (as defined in the Agreemen

Consent of Raymond James & Associates Inc.

EX-99.3 Exhibit 99.3 December 28, 2018 Board of Directors of State Bank Financial Corporation 3399 Peachtree Road NE, Suite 1900 Atlanta, GA 30326 Members of the Board: We have previously consented to the inclusion of our opinion letter dated May 11, 2018 to the Board of Directors of State Bank Financial Corporation (the “Company”) as Annex C to the joint information statement/proxy statement and

Consent of Goldman Sachs & Co. LLC.

EX-99.1 6 d681395dex991.htm EX-99.1 Exhibit 99.1 December 28, 2018 Board of Directors Cadence Bancorporation 2800 Post Oak Boulevard Suite 3800 Houston, TX 77056 Re: Registration Statement on Form S-4 of Cadence Bancorporation to be filed with the Securities and Exchange Commission as of the date hereof (the “Registration Statement”) incorporating by reference the contents of the Registration Stat

Consent of Sandler O’Neill & Partners, L.P.

EX-99.2 Exhibit 99.2 CONSENT OF SANDLER O’NEILL & PARTNERS, L.P. We have previously consented to the inclusion of our opinion letter dated May 11, 2018 to the Independent Directors Committee of the Board of Directors of State Bank Financial Corporation (the “Company”) as Annex D to the joint information statement/proxy statement and prospectus which forms a part of the Registration Statement on Fo

CADE / Cadence Bancorporation S-4MEF

S-4MEF As filed with the Securities and Exchange Commission on December 28, 2018. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CADENCE BANCORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation or or

Consent of FIG Partners, LLC.

EX-99.4 Exhibit 99.4 Consent of FIG Partners, LLC We have previously consented to the inclusion of our opinion letter dated May 11, 2018 to the Board of Directors of State Bank Financial Corporation (the “Company”) as Annex E to the joint information statement/proxy statement and prospectus which forms a part of the Registration Statement on Form S-4 (Registration No. 333-225587) of Cadence Bancor

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): December 22, 2018 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commi

CADENCE BANCORPORATION ANNOUNCES UPDATE TO MERGER WITH STATE BANK FINANCIAL CORPORATION

EX-99.1 Exhibit 99.1 CADENCE BANCORPORATION ANNOUNCES UPDATE TO MERGER WITH STATE BANK FINANCIAL CORPORATION HOUSTON, TEXAS AND ATLANTA, GEORGIA (December 24, 2018) – Cadence Bancorporation (NYSE: CADE) (“Cadence”) and State Bank Financial Corporation (NASDAQ: STBZ) (“State Bank”) jointly announced that Cadence has exercised its right to increase the exchange ratio in accordance with the terms of

CADE / Cadence Bancorporation 8-K (Prospectus)

425 1 d678342d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): December 22, 2018 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of

CADENCE BANCORPORATION ANNOUNCES UPDATE TO MERGER WITH STATE BANK FINANCIAL CORPORATION

EX-99.1 Exhibit 99.1 CADENCE BANCORPORATION ANNOUNCES UPDATE TO MERGER WITH STATE BANK FINANCIAL CORPORATION HOUSTON, TEXAS AND ATLANTA, GEORGIA (December 24, 2018) – Cadence Bancorporation (NYSE: CADE) (“Cadence”) and State Bank Financial Corporation (NASDAQ: STBZ) (“State Bank”) jointly announced that Cadence has exercised its right to increase the exchange ratio in accordance with the terms of

CADE / Cadence Bancorporation 8-K (Current Report)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): December 7, 2018 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commis

CADENCE BANCORPORATION RECEIVES REGULATORY APPROVAL FOR MERGER WITH STATE BANK FINANCIAL CORPORATION AND SHARE REPURCHASE PROGRAM

EX-99.1 Exhibit 99.1 CADENCE BANCORPORATION RECEIVES REGULATORY APPROVAL FOR MERGER WITH STATE BANK FINANCIAL CORPORATION AND SHARE REPURCHASE PROGRAM HOUSTON, TEXAS (December 7, 2018) – Cadence Bancorporation (NYSE: CADE) (“Cadence”) today announced that it has received regulatory approval from the Federal Reserve to complete its pending stock-for-stock transaction with State Bank Financial Corpo

CADE / Cadence Bancorporation 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to Commission File Number 001-38058 Cadenc

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

EX-99.1 2 cade-ex9916.htm EX-99.1 ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Investor Presentation November 2018 Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, fut

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): November 5, 2018 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Cadence Bancorporation reports THIRD quarter 2018 RESULTs driven by strong loan growth, record revenue AND improved efficiency

Exhibit 99.1 Cadence Bancorporation reports THIRD quarter 2018 RESULTs driven by strong loan growth, record revenue AND improved efficiency HOUSTON, TEXAS (October 22, 2018) – Cadence Bancorporation (NYSE:CADE) (“Cadence”) today announced net income for the quarter ended September 30, 2018 of $47.1 million, or $0.56 per diluted common share (“per share”), compared to $32.6 million, or $0.39 per sh

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Third Quarter 2018 Financial Results October 22, 2018 Exhibit 99.2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and o

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): October 22, 2018 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Underwriting Agreement, dated as of September 11, 2018, by and among the Company, the Selling Stockholders named in Schedule II thereto and Morgan Stanley & Co. LLC as Underwriter.

EX-1.1 Exhibit 1.1 Cadence Bancorporation Class A Common Stock Underwriting Agreement September 11, 2018 Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036. Ladies and Gentlemen: The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Cadence Bancorporation, a Delaware corporation (the “Company”) propose, subject to the terms and conditions stated herein, to sel

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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) (Commissi

Title of each class of securities to be registered

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225075 Title of each class of securities to be registered Amount to be Registered Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(1) Class A common stock, par value $0.01 per share 12,099,757 $27.55 $333,348,305.35 $41,501.86 (1) Estimated solely for purposes of calculating the regist

CADENCE BANCORPORATION ANNOUNCES PROPOSED SECONDARY OFFERING OF CLASS A COMMON STOCK

FWP Filed pursuant to Rule 433 Registration File No. 333-225075 Supplementing the Preliminary Prospectus Supplement dated September 11, 2018 (To Prospectus dated May 21, 2018) CADENCE BANCORPORATION ANNOUNCES PROPOSED SECONDARY OFFERING OF CLASS A COMMON STOCK HOUSTON, TEXAS (September 11, 2018) – Cadence Bancorporation (NYSE: CADE) today announced the commencement of a registered public secondary

SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2018.

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225075 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell securities and are not seeking offers to buy these securities in any jurisdiction where the offer or sale is not permitt

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE MERGER WITH STATE BANK

EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE MERGER WITH STATE BANK The tables below set forth the condensed consolidated financial information for each of the Company and State Bank as well as unaudited pro forma combined condensed consolidated financial information for the Company and State Bank reflecting the transaction (the “Me

STATE BANK FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Financial Condition (Dollars in thousands, except per share amounts) June 30, 2018 December 31, 2017 (unaudited) (1) Assets Cash and amounts due from depository institutions $

EX-99.1 Exhibit 99.1 STATE BANK FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Financial Condition (Dollars in thousands, except per share amounts) June 30, 2018 December 31, 2017 (unaudited) (1) Assets Cash and amounts due from depository institutions $ 12,974 $ 17,438 Interest-bearing deposits in other financial institutions 215,360 211,142 Federal funds sold 9,957 2,297 Cash an

CADE / Cadence Bancorporation FORM 8-K (Current Report)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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)

CADE / Cadence Bancorporation 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to Commission File Number 001-38058 Cadence Ban

CADE / Cadence Bancorporation 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): July 26, 2018 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fi

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO July 2018 Investor Presentation Exhibit 99.1 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our results of operatio

Underwriting Agreement, dated as of July 24, 2018, by and among Goldman Sachs & Co. LLC, Cadence Bancorp, LLC and Cadence Bancorporation.

EX-1.1 Exhibit 1.1 EXECUTION VERSION Cadence Bancorporation Class A Common Stock — Underwriting Agreement July 24, 2018 Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282. Ladies and Gentlemen: Cadence Bancorp, LLC (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to Goldman Sachs & Co. LLC (the “Underwriter”) an aggregate of 12,500,00

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): July 24, 2018 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Comm

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be Registered Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(1) Class A common stock, par value $0.01 per share 12,500,

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225075 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be Registered Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(1) Class A common stock, par value $0.01 per share 12,500,000 $28.40 $355,000,000 $44,197.50 (1) Estimated solely for purpo

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-225587 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT To the Stockholders of Cadence Bancorporation and the Shareholders of State Bank Financial Corporation: On May 11, 2018, Cadence Bancorporation, which we refer to as Cadence, and State Bank Financial Corporation, which we refer to as State Bank, entered into an Agreement

SUBJECT TO COMPLETION, DATED JULY 24, 2018.

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225075 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell securities and are not seeking offers to buy these securities in any jurisdiction where the offer or sale is not permitt

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2018 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Second Quarter 2018 Financial Results July 23, 2018 Updated July 23, 2018, 9:30 AM (CDT) Exhibit 99.2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, amon

CORRECTIng AND REPLACING cADENCE Bancorporation reports RECORD SECOND quarter 2018 RESULTs AND INCREASE IN QUARTERLY DIVIDEND

EX-99.1 2 cade-ex9916.htm EX-99.1 Exhibit 99.1 CORRECTIng AND REPLACING cADENCE Bancorporation reports RECORD SECOND quarter 2018 RESULTs AND INCREASE IN QUARTERLY DIVIDEND Correction by Cadence Bancorporation Houston, Texas – On July 23, 2018, Cadence Bancorporation (“Cadence”) filed a Current Report on Form 8-K (the "Prior Report") that included, as Exhibit 99.1, the reported results for the qua

Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future even

ANALYST PRESENTATION February 7, 2017 Paul B. Murphy, Jr. Chairman and CEO Second Quarter 2018 Financial Results July 23, 2018 Exhibit 99.2 Disclaimers This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our

Cadence Bancorporation reports RECORD SECOND quarter 2018 RESULTs AND INCREASE IN QUARTERLY DIVIDEND

EX-99.1 2 cade-ex9916.htm EX-99.1 Exhibit 99.1 Cadence Bancorporation reports RECORD SECOND quarter 2018 RESULTs AND INCREASE IN QUARTERLY DIVIDEND HOUSTON, TEXAS (July 23, 2018) – Cadence Bancorporation (NYSE:CADE) (“Cadence”) today announced net income for the quarter ended June 30, 2018 of $48.0 million, or $0.57 per diluted common share (“per share”), compared to $38.8 million, or $0.46 per sh

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): July 23, 2018 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fi

CADE / Cadence Bancorporation CORRESP

CORRESP Cadence Bancorporation 2800 Post Oak Boulevard, Suite 3800 Houston, Texas 77056 July 23, 2018 VIA EDGAR Eric Envall Office of Financial Services United States Securities and Exchange Commission 100 F Street, N.

Consent of Goldman Sachs & Co. LLC.

EX-99.1 Exhibit 99.1 July 20, 2018 Board of Directors Cadence Bancorporation 2800 Post Oak Boulevard Suite 3800 Houston, TX 77056 Re: Amendment No. 1 to Registration Statement on Form S-4 of Cadence Bancorporation (333-225587) to be filed with the Securities and Exchange Commission as of the date hereof (the “Amended Registration Statement”) Gentlemen: Reference is made to our opinion letter, date

Consent of Raymond James & Associates Inc.

EX-99.2 Exhibit 99.2 July 20, 2018 Board of Directors of State Bank Financial Corporation 3399 Peachtree Road NE, Suite 1900 Atlanta, GA 30326 Members of the Board: Raymond James & Associates, Inc. (“Raymond James”) consents to the inclusion and description of our opinion letter, delivered to the Board of Directors of State Bank Financial Corporation and dated May 11, 2018, in the Joint Informatio

Consent of FIG Partners, LLC.

EX-99.4 Exhibit 99.4 Consent of FIG Partners, LLC We hereby consent to the inclusion of our opinion letter to the Independent Directors Committee of the Board of Directors of State Bank Financial Corporation as an Exhibit to the Registration Statement, which includes a proxy statement/prospectus relating to the proposed merger of State Bank Financial Corporation with Cadence Bancorporation describ

Form of proxy of State Bank Financial Corporation.

EX-99.7 Exhibit 99.7 STATE BANK FINANCIAL CORPORATION 3399 Peachtree Road NE, Suite 1900 Atlanta, Georgia 30326 PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR SPECIAL MEETING OF SHAREHOLDERS, SEPTEMBER 18, 2018 The shareholder(s) who sign this proxy card on the reverse side appoint Joseph W. Evans and J. Thomas Wiley, Jr., and each of them proxies, with full power of substitution for and in their n

Consent of Sandler O’Neill & Partners, L.P.

EX-99.3 Exhibit 99.3 CONSENT OF SANDLER O’NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Board of Directors of State Bank Financial Corporation (the “Company”) as an Annex to the Joint Information Statement/Proxy Statement and Prospectus relating to the proposed merger of the Company with Cadence Bancorporation contained in Amendment No. 1 to the Registratio

July 20, 2018

S-4/A Table of Contents As filed with the Securities and Exchange Commission on July 20, 2018.

Consent of J. Thomas Wiley, Jr. to be named as director.

EX-99.6 11 d421628dex996.htm EX-99.6 Exhibit 99.6 RULE 438 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by Cadence Bancorporation (“Cadence”) with the Securities and Exchange Commission, and all amendments

Consent of Goldman Sachs & Co. LLC.

EX-99.1 Exhibit 99.1 June 12, 2018 Board of Directors Cadence Bancorporation 2800 Post Oak Boulevard Suite 3800 Houston, TX 77056 Re: Form S-4 of Cadence Bancorporation to be filed with the Securities and Exchange Commission as of the date hereof (the “Registration Statement”) Gentlemen: Reference is made to our opinion letter, dated May 11, 2018 (“Opinion Letter”), with respect to the fairness fr

Consent of Sandler O’Neill & Partners, L.P.

EX-99.3 Exhibit 99.3 CONSENT OF SANDLER O’NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Board of Directors of State Bank Financial Corporation (the “Company”) as an Annex to the Joint Information Statement/Proxy Statement and Prospectus relating to the proposed merger of the Company with Cadence Bancorporation contained in the Registration Statement on Form

Consent of FIG Partners, LLC.

EX-99.4 9 d421628dex994.htm EX-99.4 Exhibit 99.4 Consent of FIG Partners, LLC We hereby consent to the inclusion of our opinion letter to the Independent Directors Committee of the Board of Directors of State Bank Financial Corporation as an Exhibit to the Registration Statement, which includes a proxy statement/prospectus relating to the proposed merger of State Bank Financial Corporation with Ca

Consent of Joseph W. Evans to be named as director.

EX-99.5 Exhibit 99.5 RULE 438 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by Cadence Bancorporation (“Cadence”) with the Securities and Exchange Commission, and all amendments (including post-effective ame

Consent of Raymond James & Associates Inc.

EX-99.2 7 d421628dex992.htm EX-99.2 Exhibit 99.2 June 12, 2018 Board of Directors of State Bank Financial Corporation 3399 Peachtree Road NE, Suite 1900 Atlanta, GA 30326 Members of the Board: Raymond James & Associates, Inc. (“Raymond James”) consents to the inclusion and description of our opinion letter, delivered to the Board of Directors of State Bank Financial Corporation and dated May 11, 2

June 13, 2018

S-4 Table of Contents As filed with the Securities and Exchange Commission on June 12, 2018.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): May 24, 2018 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commission Fil

Underwriting Agreement, dated as of May 22, 2018, by and among Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, Cadence Bancorp, LLC and Cadence Bancorporation.

EX-1.1 Exhibit 1.1 EXECUTION VERSION Cadence Bancorporation Class A Common Stock Underwriting Agreement May 22, 2018 Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282. and J.P. Morgan Securities LLC, 383 Madison Avenue, New Yor

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-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): May 22, 2018 Cadence Bancorporation (Exact name of registrant as specified in its charter) Delaware 001-38058 47-1329858 (State or other jurisdiction of incorporation) (Commi

CADE / Cadence Bancorporation 425 (Prospectus)

425 Filed by Cadence Bancorporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: State Bank Financial Corporation (Commission File No.

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be Registered(1) Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(2) Class A common stock, par value $0.01 per share 20,7

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225075 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be Registered(1) Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(2) Class A common stock, par value $0.01 per share 20,700,000 $28.00 $579,600,000 $72,160.20 (1) Includes 2,700,000 shar

STATE BANK FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Financial Condition (Dollars in thousands, except per share amounts) March 31, 2018 December 31, 2017 (unaudited) (1) Assets Cash and amounts due from depository institutions

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