8-K
false 0001614184 0001614184 2020-09-18 2020-09-18

 

 

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 incorporation)

 

(I.R.S. Employer

Identification No.)

2800 Post Oak Boulevard, Suite 3800

Houston, Texas 77056

(Address of principal executive offices, including zip code)

(713) 871-4000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

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:

 

 

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-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications 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:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock   CADE   New York Stock Exchange

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  

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 pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01

Other Events

The offer to rescind (the “Rescission Offer”) by Cadence Bancorporation, a Delaware corporation (the “Company”) the previous acquisition of up to 143,813 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) of the Company, by persons who acquired such shares of Class A Common Stock pursuant to the Company 2018 Employee Stock Purchase Plan between May 29, 2019 and May 29, 2020, expired at 5:00 p.m., Eastern Time on September 18, 2020. The Rescission Offer was subject to the terms and conditions set forth in, and made pursuant to, the prospectus supplement dated August 18, 2020 (the “Prospectus”) as filed with the Registration Statement on Form S-3, File No. 333-225075, filed with the U.S. Securities and Exchange Commission on May 21, 2018 as amended through the date hereof (the “Registration Statement”). The foregoing description of the Rescission Offer does not purport to be complete and is qualified in its entirety by reference to the Prospectus the full text of which is incorporated herein by reference.

A validity opinion with respect to the Class A Common Stock is being filed with this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.

 

Item 9.01

Financial Statements and Exhibits

(d)    Exhibits

 

  5.1    Opinion of Wachtell, Lipton, Rosen & Katz, dated September 18, 2020.
23.1    Consent of Wachtell, Lipton, Rosen & Katz, dated September 18, 2020 (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Cadence Bancorporation
By:  

/s/ Jerry W. Powell

Name:   Jerry W. Powell
Title:   Executive Vice President and General Counsel

Date: September 18, 2020

EX-5.1

Exhibit 5.1

[WLRK Letterhead]

September 18, 2020

Cadence Bancorporation

2800 Post Oak Boulevard, Suite 3800

Houston, Texas 77056

Ladies and Gentlemen:

We have acted as special counsel to Cadence Bancorporation, a Delaware corporation (the “Company”), in connection with the offer to rescind (the “Offering”) the previous acquisition of up to 143,813 shares of Class A common stock, par value $0.01 per share (the “Securities”) by persons who acquired such shares of the Securities pursuant to the Company 2018 Employee Stock Purchase Plan (the “Plan”) between May 29, 2019 and May 29, 2020, pursuant to a prospectus supplement dated August 18, 2020 as filed with the Registration Statement on Form S-3, File No. 333-225075, filed publicly with the U.S. Securities and Exchange Commission (the “Commission”) on May 21, 2018, as amended through the date hereof (the “Registration Statement”).

For the purposes of giving this opinion, we have examined the Registration Statement, the Plan, and the amended and restated certificate of incorporation and amended and restated bylaws of the Company. We have also examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with this opinion. As to questions of fact material to this opinion, we have relied, with your approval, upon oral and written representations of the Company and certificates or comparable documents of public officials and of officers and representatives of the Company.

In making such examination and rendering this opinion, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the authenticity of the originals of such documents submitted to us as certified copies, the conformity to originals of all documents submitted to us as copies, the authenticity of the originals of such documents, that all documents submitted to us as certified copies are true and correct copies of such originals and the legal capacity of all individuals executing any of the foregoing documents. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others.

We are members of the Bar of the State of New York, and we have not considered, and we express no opinion as to, any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).


Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Securities are validly issued, duly authorized, fully paid and nonassessable.

This letter speaks only as of its date and we undertake no (and hereby disclaim any) obligation to update this opinion, which is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We hereby consent to the filing of copies of this opinion letter as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

 

  Very truly yours,
  /s/ Wachtell, Lipton, Rosen & Katz
v3.20.2
Document and Entity Information
Sep. 18, 2020
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001614184
Document Type 8-K
Document Period End Date Sep. 18, 2020
Entity Registrant Name Cadence Bancorporation
Entity File Number 001-38058
Entity Incorporation State Country Code DE
Entity Tax Identification Number 47-1329858
Entity Address, Address Line One 2800 Post Oak Boulevard
Entity Address, Address Line Two Suite 3800
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77056
City Area Code (713)
Local Phone Number 871-4000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock
Trading Symbol CADE
Security Exchange Name NYSE
Entity Emerging Growth Company false