**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K/A**

**Amendment No. 2**

 

 

 
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2018**

 
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**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from                 to                **

**Commission File Number 001-38058**

 

 

**Cadence Bancorporation**

**(Exact name of Registrant as specified in its charter)**

 

 

 
**Delaware** **47-1329858**
**(State or other jurisdiction of**

**incorporation or organization)**
 
**(I.R.S. Employer**

**Identification Number)**
**2800 Post Oak Boulevard, Suite 3800, Houston, Texas** **77056****(Address of principal executive office)** **(Zip Code)**
**Registrant’s telephone number, including area code:(713) 871-4000**

**Securities registered pursuant to Section 12(g) of the Act: NotApplicable**

**Securities registered pursuant to Section 12(b) of the Act:**

 

**Title of each class**
 
**Name of Exchange**

**on which registered**
**Class A Common Stock, $0.01 per share** **New York Stock Exchange (“NYSE”)**
 

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act of1934.    Yes  ☒    No  ☐ 

Indicate by check mark if the Registrantis not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒ 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.    Yes  ☒    No  ☐ 

Indicate by check mark whether theRegistrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  ☒    No  ☐ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant isa large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 
Large accelerated filer ☒  Accelerated filer ☐Non-accelerated filer ☐  (Do not check if a smaller reporting company)  Smaller reporting company ☐   Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of theAct)    Yes  ☐    No  ☒ 

As of June 29, 2018, the lastbusiness day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting shares of common stock held by non-affiliates of the Registrant was approximately$1.4 billion. This figure is based on the closing sale price of $28.87 per share of the Registrant’s Class A common stock, par value $0.01 per share (the “Class A common stock”) on June 29, 2018. For purposes ofthis calculation, the term “affiliate” refers to all executive officers and directors of the Registrant and all shareholders beneficially owning more than 10% of the Registrant’s common stock. 

Number of shares of Class A common stock outstanding as of May 7, 2019: 128,795,662 

 

 

 
**

**DOCUMENTS INCORPORATED BY REFERENCE**

Portions of the Company’s Proxy Statement relating to the 2019 Annual Meeting of Shareholders, which was filed within 120 days afterDecember 31, 2018, are incorporated by reference into Part II, Item 5 and Part III, Items 10-14 of this Annual Report on Form 10-K.

 
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**EXPLANATORY NOTE**

This Amendment No. 2 to the Annual Report on Form 10-K/A (this “Amendment No. 2”)amends our previously filed Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2019 (the“Form 10-K”), as amended by Amendment No. 1 to the Form 10-K, as filed with the SEC on March 8, 2019 (“Amendment No. 1”, and togetherwith the Form 10-K, the “Original Report”). 

This Amendment No. 2 is being filedsolely to file the Consent of Independent Registered Public Accounting Firm (the “Consent”) as Exhibit 23.1, which was inadvertently omitted from the Original Report. The Consent is filed as Exhibit 23.1 attached hereto. Except as statedabove, there are no other changes to the Original Report. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Report. 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this AmendmentNo. 2 contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 2, and this Amendment No. 2 does notcontain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted. 

**PART IV**

**ITEM 15. EXHIBITSAND FINANCIAL STATEMENT SCHEDULES**

(b) Exhibits. 

The following exhibits are being filed herewith: 

 
**NUMBER**  
**DESCRIPTION**
23.1  Consent of Independent Registered Public Accounting Firm. 31.1  Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. 31.2  Certification of the Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. 
 
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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this AmendmentNo. 2 to be signed on its behalf by the undersigned, thereunto duly authorized in Houston, Texas on the 20th day of June, 2019.

 
**CADENCE BANCORPORATION**By: 
/s/ Paul B. Murphy, Jr.
 Paul B. Murphy, Jr. Chairman and Chief Executive Officer
 
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