Attached files
file | filename |
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EX-23.3 - EX-23.3 - Cadence Bancorporation | d723733dex233.htm |
EX-23.2 - EX-23.2 - Cadence Bancorporation | d723733dex232.htm |
EX-5.1 - EX-5.1 - Cadence Bancorporation | d723733dex51.htm |
As filed with the Securities and Exchange Commission on February 8, 2018.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
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 organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
2800 Post Oak Boulevard, Suite 3800
Houston, Texas 77056
(713) 871-4000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Valerie C. Toalson
Chief Financial Officer
Cadence Bancorporation
2800 Post Oak Boulevard, Suite 3800
Houston, Texas 77056
Telephone: (713) 871-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
David E. Shapiro, Esq. Mark F. Veblen, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 Facsimile: (212) 403-2000 |
Jerry W. Powell Executive Vice President and General Counsel Cadence Bancorporation 2800 Post Oak Boulevard, Suite 3800 Houston, Texas 77056 Telephone: (713) 871-4000 Facsimile: (713) 634-4930 |
Mitchell Eitel, Esq. Catherine M. Clarkin, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☑ 333-222824
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to Be Registered |
Amount to be Registered(1) |
Proposed Maximum Price per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee | ||||
Class A common stock, par value $0.01 per share |
1,150,000 | $25.00 |
$28,750,000 | $3,579.38 | ||||
| ||||||||
|
(1) | Includes shares of Class A common stock that the underwriters have the option to purchase from the selling stockholder. Does not include 8,050,000 shares of Class A common stock previously registered by the Company on the Registration Statement on Form S-1 (333-222824). |
(2) | Based on the public offering price. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Cadence Bancorporation (the Registrant). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrants Registration Statement on Form S-1 (File No. 333-222824), originally filed February 1, 2018, as amended (together with its exhibits, the Prior Registration Statement), which was declared effective by the Commission on February 8, 2018.
The Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of shares of Class A common stock offered by 1,150,000 shares. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
Exhibit Index
II-1
Signatures and Powers of Attorney
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Houston, Texas on the 8th day of February, 2018.
CADENCE BANCORPORATION | ||
By: |
/s/ Paul B. Murphy, Jr. | |
Paul B. Murphy, Jr. | ||
Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||||
By: |
/s/ Paul B. Murphy, Jr. Paul B. Murphy, Jr. |
Chairman and Chief Executive Officer (Principal Executive Officer) |
February 8, 2018 | |||
By: |
/s/ Valerie C. Toalson Valerie C. Toalson |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
February 8, 2018 | |||
By: |
* William B. Harrison, Jr. |
Director | February 8, 2018 | |||
By: |
* Robert K. Steel |
Director | February 8, 2018 | |||
By: |
* J. Richard Fredericks |
Director | February 8, 2018 | |||
By: |
* Scott M. Stuart |
Director | February 8, 2018 | |||
*By: |
/s/ Valerie C. Toalson Power of Attorney |
II-2