Form 8-K~Current Report
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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11813 |
64-0117230 |
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(State or other jurisdiction |
( |
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of incorporation) |
(FDIC Certificate No.) |
Identification No.) |
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38804 |
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(Address of principal executive offices) |
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(662) 680-2000 |
Registrant's telephone number, including area code
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
- Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
- Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
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Common Stock, |
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Series A Preferred Stock, |
CADE-PrA |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for |
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complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The foregoing description of the Sale Transaction and the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
The information in Item 7.01 of the Report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 Regulation FD Disclosure. In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of the Report, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
- Pro Forma Financial Information.
Unaudited pro forma condensed consolidated financial information of the Company being presented to give effect to the Sale Transaction is attached as Exhibit 99.2 hereto and incorporated by reference herein.
- Exhibits
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Exhibit |
Description of Exhibit |
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Number |
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2.1* |
Stock Purchase Agreement, dated as |
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Section 12.16 thereof) (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, |
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filed with the |
- Press Release, dated
November 30, 2023 . - Cadence Bank Unaudited Pro Forma Condensed Consolidated Financial Information.
- Certain schedules and similar attachments have been omitted in accordance with Item 601(a)(5) of Regulation S-K.
The Company hereby undertakes to furnish supplemental copies of any omitted schedules or similar attachments upon request by theFDIC ; provided, however, that the Company may request confidential treatment for any schedules or similar attachments so furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: |
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By: |
/s/ |
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Title: |
Senior Executive Vice President |
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and Chief Administrative |
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Officer |
Exhibit 99.1
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News Release |
For Immediate Release |
Investor Contact: Will Fisackerly662-680-2475
Media Contact:
Danielle Kernell 713-392-7709 [email protected]
Cadence Bank Completes the Sale of Cadence Insurance, Inc.
to
The
banking business and continuing its long-term strategic initiatives.
HOUSTON and
(NYSE:
Cadence Insurance, Inc. ("
AJG) for
The transaction strategically positions Cadence for long-term growth and success, allowing it toreinvest the capital from the sale intogrowing its core bankingbusiness and fulfilling its short- and long-term strategic initiatives.
"The completion of this transaction is a testament to the significant value of the insurance business,"said Dan Rollins,chairman & CEO of
partnership with
Cadence Insurance is an insurance brokerage business that specializes in commercial and personal
property & casualty, employee benefits, business solutions, and risk management services. Cadence
Insurance manages 30 offices in eight states across the Southeast and has consistently been recognized as
a Best Places to Work byBusiness Insurance, BatonRouge Business ReportandMississippiBusiness
Journal .Its executive leadership, management andemployees joined Gallagher in connection with the sale .
###
1
About Cadence Bank
Cadence Bank (NYSE:
assets and over 350 branch locations across the South and
businesses and corporations with a full range of innovative banking and financial solutions. Services and
products include consumer banking, consumer loans, mortgages, home equity lines and loans, credit
cards, commercial and business banking, treasury management, specialized lending, asset-based lending,
commercial real estate, equipment financing, correspondent banking, SBA lending, foreign exchange,
wealth management, investment and trust services, financial planning, and retirement plan management.
Cadence is committed to a culture of respect, diversity, inclusion and belonging in both its workplace and communities.
About
Arthur J. Gallagher & Co. (NYSE:AJG), a global insurance brokerage, risk management and consulting services firm, is headquartered in
approximately130 countries around the world through its owned operations and a network of correspondent brokers and consultants.
Forward -Looking Statements
Certain statements made in this news release constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are subject to the safe harbor under the Private Securities Litigation Reform Act of 1995 as well as the "bespeaks
caution" doctrine. These statements are often, but not exclusively, made through the use of words or
phrases like "anticipate," "aspire," "assume," "believe," "budget," "contemplate," "continue," "could,"
"estimate," "expect," "forecast," "foresee," "goal," "hope," "indicate," "intend," "may," "might," "outlook," "plan," "project," "projection," "predict," "prospect," "potential," "roadmap," "seek,"
"should," "target," "will," "would," the negative versions of such words, or comparable words of a future or forward-looking nature. These forward-looking statements may include, without limitation, discussions regarding general economic, interest rate, real estate market, competitive, employment, and credit market
conditions; our assets; cash flows; financial condition; liquidity; prospects; results of operations, as well as the impact of the sale of
growth initiatives, or any of the Company's comments related to topics in its risk disclosures or results of operations.
Forward-looking statements are based upon management's expectations as well as certain assumptions and estimates made by, and information available to, the Company's management at the time such statements were made. Forward-looking statements are not historical facts, are not guarantees of future
results or performance and are subject to certain known and unknown risks, uncertainties and other
factors that are beyond the Company's control and that may cause actual results to differ materially from
those expressed in, or implied by, such forward-looking statements. These risks, uncertainties and other
factors include, without limitation: general economic, unemployment, credit market and real estate market
conditions, including inflation, and the effect of such conditions on customers, potential customers, assets, investments and liquidity; collateral values, the value of investment securities and asset recovery values; the risks of changes in interest rates and their effects on the level and composition of deposits, loan
2
demand, loan repayment velocity, and the values of loan collateral, securities and interest sensitive assets and liabilities; risks arising from market reactions to the banking environment in general, or to conditions or situations at specific banks; risks arising from perceived instability in the banking sector; the impact of
inflation, the failure of assumptions underlying the establishment of reserves for possible credit losses, fair value for loans and other real estate owned; changes in the prices, values and sales volumes of residential and commercial real estate, especially as they relate to the value of collateral supporting the
Company's loans; a deterioration of the credit rating for
ratings or outlook which could increase the costs or availability of funding from capital markets; the ability to attract new or retain existing deposits or to retain or grow loans; potential delays or other
problems in implementing and executing our growth, expansion and acquisition or divestment strategies (including the sale of
approvals or the failure to realize any anticipated benefits or synergies from any acquisitions or growth strategies; significant turbulence or a disruption in the capital or financial markets; the effect of a fall in
stock market prices on our investment banking business and our fee income from our brokerage and wealth management businesses; the ability to grow additional interest and fee income or to control
noninterest expense; the potential impact of the phase-out of the LIBOR or other changes involving
LIBOR; utilization of non-GAAP financial metrics; declaration and payment of dividends; ability to pay
dividends or coupons on our 5.5% Series A Non-Cumulative Perpetual Preferred Stock, par value
legislation and regulatory actions, and any related rules and regulations; changes in
assessments or changes to regular assessments; possible adverse rulings, judgments, settlements and other outcomes of pending or future litigation or government actions; the ability to keep pace with
technologicalchanges, including changes regarding maintaining cybersecurity; increased competition in the financial services industry, particularly from regional and national institutions, as well as from fintech companies, risks related to our reliance on third parties to provide key components of our business
infrastructure,including the risks related to disruptions in services provided by disputes with, or financial difficulties of a third-party vendor, the impact of failure in, or breach of, our operational or security
systems or infrastructure, or those of third parties with whom we do business, including as a result of cyber -attacks or an increase in the incidence or severity of fraud, illegal payments, security breaches or other illegal acts impacting us or our customers; natural disasters or acts of war or terrorism; international or political instability (including the impacts related to or resulting from
environments);impairment of our goodwill or other intangible assets; adoption of new accounting
standards or changes in existing standards; and other factors described in "Part I, Item 1A. Risk Factors" in this Report or as detailed from time to time in the Company's press and news releases, reports and other filings we file with the FDIC.
3
In addition, the Company faces risks related to diversion of management's attention from ongoing
business operations due to the Transaction; related to the failure to achieve the expected impact on the
Company's financial condition; and associated with unexpected costs or liabilities relating to the Transaction.
The Company also faces risks from: possible adverse rulings, judgments, settlements or other outcomes of
pending, ongoing, and future litigation, as well as governmental, administrative and investigatory matters; the impairment of the Company's goodwill or other intangible assets; losses of key employees and personnel; the diversion of management's attention from ongoing business operations and opportunities; and the company's success in executing its business plans and strategies, and managing the risks involved in all of the foregoing.
The foregoing factors should not be construed as exhaustive and should be read in conjunction with those factors that are set forth from time to time in the Company's periodic and current reports filed with the
FDIC, including those factors included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, particularly those under the heading "Item 1A. Risk Factors," in the Company's
Quarterly Reports on Form 10-Q under the heading "Part II-Item 1A. Risk Factors," and in the Company's Current Reports on Form 8-K.
Although the Company believes that the expectations reflected in these forward-looking statements are
reasonable as of the date of this news release, if one or more events related to these or other risks or
uncertainties materialize, or if the Company's underlying assumptions prove to be incorrect, actual results may prove to be materially different from the results expressed or implied by the forward-looking
statements . Accordingly, undue reliance should not be placed on any forward-looking statements. The forward-looking statements speak only as of the date of this news release, and the Company does not
undertake any obligation to publicly update or review any forward-looking statement, except as required by applicable law. New risks and uncertainties may emerge from time to time and it is not possible for the Company to predict their occurrence or how they will affect the Company. All written or oral
forward -looking statements attributable to the Company are expressly qualified in their entirety by this section.
4
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On
The following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X. The following unaudited pro forma condensed consolidated statements of income and unaudited pro forma condensed consolidated statements of comprehensive income (loss) of
The unaudited pro forma financial information is based on information currently available, including certain assumptions and estimates. This unaudited pro forma financial information is intended for informational purposes only, and does not purport to represent what
The information in the "Cadence Bank Historical" column in the unaudited pro forma condensed consolidated statements of income, unaudited pro forma condensed consolidated statements of comprehensive income (loss) and the unaudited pro forma condensed consolidated balance sheet were derived from
The information in the "Pro Forma Adjustments" column in the unaudited pro forma condensed consolidated statements of income, unaudited pro forma condensed consolidated statements of comprehensive income (loss) and the unaudited pro forma condensed consolidated balance sheet have been prepared in accordance with the discontinued operations guidance in the Accounting Standards Codification 205 "Financial Statement Presentation" and therefore does not reflect what
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of
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Pro Forma |
Reference |
Pro Forma Cadence |
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Historical |
Adjustments |
Bank |
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(In thousands) |
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Assets |
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Cash and cash equivalents |
$ |
1,997,807 |
$ |
862,796 |
A |
$ |
2,860,603 |
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Securities available-for-sale |
9,643,231 |
9,643,231 |
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Loans held for sale |
162,376 |
162,376 |
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Loans |
32,520,593 |
32,520,593 |
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Less: allowance for credit losses |
(446,859) |
(446,859) |
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Net loans |
32,073,734 |
32,073,734 |
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Premises and equipment, net |
818,006 |
(28,727) |
B |
789,279 |
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1,459,302 |
(91,517) |
B |
1,367,785 |
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Other intangible assets, net |
114,127 |
(9,531) |
B |
104,596 |
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Other assets |
2,254,427 |
(34,854) |
B |
2,219,573 |
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Total Assets |
$ |
48,523,010 |
$ |
49,221,177 |
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Liabilities and Shareholder's Equity |
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Liabilities: |
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Noninterest-bearing deposits |
$ |
9,657,198 |
$ |
75,098 |
B |
$ |
9,732,296 |
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Interest-bearing deposits |
28,687,687 |
28,687,687 |
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Total deposits |
38,344,885 |
38,419,983 |
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Borrowings |
4,812,135 |
4,812,135 |
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Other liabilities |
970,733 |
99,881 |
B, C |
1,070,614 |
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Total liabilities |
44,127,753 |
44,302,732 |
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Shareholders' equity |
4,395,257 |
523,188 |
D |
4,918,445 |
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Total Liabilities and Shareholders' Equity |
$ |
48,523,010 |
$ |
49,221,177 |
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Total shares of Preferred stock outstanding |
6,900 |
6,900 |
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Total shares of Class A common stock outstanding |
182,611 |
182,611 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Nine -Months Ended
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Pro Forma |
Reference |
Pro Forma |
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(In thousands, except per share data) |
Historical |
Adjustments |
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Interest Income |
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Interest and fees on loans |
$ |
1,476,505 |
$ |
1,476,505 |
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Interest on securities |
218,564 |
218,564 |
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Total interest income |
1,695,069 |
1,695,069 |
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Interest Expense |
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Interest on deposits |
510,948 |
510,948 |
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Interest on borrowed funds |
167,281 |
167,281 |
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Total interest expense |
678,229 |
678,229 |
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Net interest income |
1,016,840 |
1,016,840 |
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Provision for credit losses |
42,000 |
42,000 |
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Net interest income after provision for credit losses |
974,840 |
974,840 |
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Noninterest Income |
325,358 |
(130,944) |
E |
194,414 |
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Noninterest Expense |
935,424 |
(109,170) |
F |
826,254 |
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Income before income taxes |
364,774 |
343,000 |
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Income tax expense |
81,534 |
(5,786) |
G |
75,748 |
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Net income |
283,240 |
267,252 |
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Preferred stock dividends |
7,116 |
7,116 |
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Income available to common shareholders |
$ |
276,124 |
$ |
260,136 |
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Weighted average common shares outstanding (Basic) |
182,582 |
182,582 |
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Weighted average common shares outstanding (Diluted) |
184,062 |
184,062 |
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Earnings per common share (Basic) |
$ |
1.51 |
$ |
1.42 |
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Earnings per common share (Diluted) |
$ |
1.50 |
$ |
1.41 |
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UNAUDITED PROFORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
For the Nine -Months Ended
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Pro Forma |
Reference |
Pro Forma |
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(In thousands) |
Historical |
Adjustments |
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Net Income |
$ |
283,240 |
$ |
(15,988) |
E,F,G |
$ |
267,252 |
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Other comprehensive loss, net of tax: |
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Unrealized losses on Available for Sale (AFS) securities: |
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Net unrealized losses, net of income taxes of |
(50,847) |
(50,847) |
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Reclassification adjustment for net losses realized in net income, |
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net of income taxes of |
(39,051) |
(39,051) |
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Net change in unrealized losses on AFS securities, net of tax |
(89,898) |
(89,898) |
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Recognized employee benefit plan net periodic benefit cost, net |
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of income taxes of |
2,515 |
2,515 |
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Other comprehensive loss, net of tax: |
(87,383) |
(87,383) |
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Comprehensive income |
$ |
195,857 |
$ |
179,869 |
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