CULLEN/FROST BANKERS, INC. (NYSE:CFR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March10, 2017, Cullen/Frost Bankers, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Goldman, Sachs Co. and J.P. Morgan Securities
LLC, as representatives of the several Underwriters named therein
(the Underwriters), relating to the offer and sale in an
underwritten public offering (the Offering) of $100,000,000
aggregate principal amount of the Companys 4.500% subordinated
notes due 2027 (the Notes). Interest on the Notes is payable
semiannually on March17 and September17, commencing on
September17, 2017, and the Notes will mature on March17, 2027.
The Offering is expected to close on March17, 2017, subject to
customary closing conditions. Net proceeds to the Company from
the Offering are expected to be approximately $98.43 million,
after deducting the Underwriters discount and estimated offering
expenses payable by the Company. The Company expects to use the
net proceeds from the Offering for general corporate purposes.

The Company made certain customary representations, warranties
and covenants in the Underwriting Agreement concerning the
Company and its subsidiaries and the registration statement,
prospectus, prospectus supplement and other documents and filings
relating to the Offering of the Notes. In addition, the Company
has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of
1933, as amended. The foregoing description of the Underwriting
Agreement is qualified in its entirety by reference to that
agreement, a copy of which is filed as Exhibit 1.1 to this report
and is incorporated herein by reference.

The Offering was made to the Companys effective registration
statement on Form S-3 (File No.333-214987) previously filed with
the Securities and Exchange Commission on December8, 2016,
including the prospectus contained therein, and the preliminary
prospectus supplement, free writing prospectus and the final
prospectus supplement, each dated March10, 2017 and filed by the
Company with the Securities and Exchange Commission.

About CULLEN/FROST BANKERS, INC. (NYSE:CFR)

Cullen/Frost Bankers, Inc. is a financial holding and bank holding company. The Company, through its subsidiaries, offers commercial and consumer banking services, as well as trust and investment management, insurance, brokerage, mutual funds, leasing, treasury management, capital markets advisory and item processing services. It serves various industries, such as energy, manufacturing, services, construction and retail. It operates through two segments, which include Banking and Frost Wealth Advisors. Its Banking segment includes both commercial and consumer banking services, Frost Insurance Agency and Frost Securities. Its Banking segment offers commercial banking services, such as lending and cash management products to corporations and other business clients. Its Frost Wealth Advisors segment includes fee-based services within private trust, retirement services and financial management services, including personal wealth management and securities brokerage services.

CULLEN/FROST BANKERS, INC. (NYSE:CFR) Recent Trading Information

CULLEN/FROST BANKERS, INC. (NYSE:CFR) closed its last trading session up +0.85 at 91.91 with 390,380 shares trading hands.