State Bank Financial Corporation (NASDAQ:STBZ) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure
On December 24, 2018, State Bank Financial Corporation (“State Bank”) and Cadence Bancorporation (“Cadence”) issued a joint press release announcing that Cadence had exercised its right to increase the exchange ratio in the merger between Cadence and State Bank in accordance with the terms of the Agreement and Plan of Merger, dated as of May 11, 2018, by and between Cadence and State Bank (the “Merger Agreement”), as further discussed below in Item 8.01.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 8.01. Other Events
Cadence has exercised its right to increase the exchange ratio in accordance with the terms of the Merger Agreement. Upon closing of the merger, State Bank shareholders will now receive 1.271 shares of Cadence Class A common stock for each share of State Bank common stock. This action was taken on December 22, 2018 following Cadence’s receipt from State Bank of the notice contemplated by Section 8.1(h) of the Merger Agreement. Consummation of the merger is subject to the satisfaction or waiver of the closing conditions described in the Merger Agreement.
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Important Additional Information
In connection with the pending transaction between State Bank and Cadence, on June 13, 2018, Cadence filed with the SEC a Registration Statement on FormS-4(the “Registration Statement”) including a preliminary joint information statement of Cadence and proxy statement of State Bank and a prospectus of Cadence (the “Joint Information Statement/Proxy Statement and Prospectus”). The definitive Joint Information Statement/Proxy Statement and Prospectus was first mailed or otherwise delivered to Cadence stockholders and State Bank shareholders on or about July 27, 2018. On May 11, 2018, Cadence Bancorp, LLC, as the controlling stockholder of Cadence, delivered a written consent approving the transaction. On September 18, 2018, State Bank’s shareholders approved the transaction at a special meeting. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Stockholders of Cadence and shareholders of State Bank are urged to read the Registration Statement and Joint Information Statement/Proxy Statement and Prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.
Shareholders are able to obtain a free copy of the Registration Statement and Joint Information Statement/Proxy Statement and Prospectus, as well as other filings containing information about Cadence and State Bank, without charge, at the SEC’s website (http://www.sec.gov). Copies of the Registration Statement and Joint Information Statement/Proxy Statement and Prospectus and the filings with the SEC incorporated by reference therein can also be obtained, without charge, by directing a request to Cadence Bancorporation, 2800 Post Oak Boulevard, Suite 3800, Houston, Texas 77056, Attention: Corporate Secretary or to State Bank Financial Corporation, 3399 Peachtree Road NE, Suite 1900, Atlanta, Georgia 30326, Attention: Corporate Secretary.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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ExhibitNo. |
Exhibit |
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Joint Press Release of Cadence Bancorporation and State Bank Financial Corporation dated December 24, 2018 |
STATE BANK FINANCIAL CORP Exhibit
EX-99.1 2 jointcadepressrelease.htm EXHIBIT 99.1 Exhibit CADENCE BANCORPORATION ANNOUNCES UPDATE TO MERGER WITH STATE BANK FINANCIAL CORPORATIONHOUSTON,…
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About State Bank Financial Corporation (NASDAQ:STBZ)
State Bank Financial Corporation is a bank holding company for State Bank and Trust Company (the Bank). The Bank is a Georgia-based state-chartered bank. The Company offers a range of community banking services to individuals and businesses within its markets. Its product line includes loans to small and medium-sized businesses (SMBs), residential and commercial construction and development loans, commercial real estate loans, farmland and agricultural production loans, residential mortgage loans, home equity loans, and consumer loans. It also offers a range of commercial and consumer demand, savings and time deposit products. The Company offers online banking and bill payment services, online cash management, safe deposit box, rentals, debit card and automatic teller machine (ATM) card services, and the availability of a network of ATMs for its customers. It operates over 25 full service banking offices.