Cadence has signed a merger agreement with FCB
Financial Corp., the bank holding company for First Chatham
Bank
HOUSTON and TUPELO,
Miss., Jan. 22, 2025 /PRNewswire/ -- Cadence Bank (NYSE: CADE) announced today
the signing of a definitive merger agreement with FCB Financial
Corp., the bank holding company for First Chatham Bank, a
Savannah, Georgia-based community
bank.
Founded in 2002 by local business leaders who live and work in
the community, First Chatham Bank operates eight branches across
the Greater Savannah area. First
Chatham Bank became the first
community bank chartered in Chatham
County since 1989. The merger will expand Cadence Bank's presence in the rapidly growing
Savannah, Georgia, market and in
coastal Georgia communities. As of
September 30, 2024 (unaudited), First
Chatham reported total assets of $590
million, total loans of $329
million and total deposits of $510
million.
Under the terms of the merger agreement, Cadence Bank will issue 2,300,000 shares of
common stock, plus $23.1 million in
cash, for all outstanding shares of FCB Financial Corp. stock,
subject to certain conditions and potential adjustments. Based on
Cadence's 10-day moving average price of $34.98 on January 21,
2025, the transaction is valued at approximately
$103.6 million.
"First Chatham Bank's deep roots in the local market and its
commitment to serving customers align perfectly with our culture as
a relationship-driven regional bank. Together, we'll build on
shared values of service and trust to deliver meaningful financial
solutions," said Dan Rollins, chairman and CEO of Cadence Bank. "Operating within a diverse and
dynamic regional economy fueled by robust manufacturing, port
operations and logistics, tourism, healthcare and real estate
development, as well as an active military presence, this
partnership strengthens our ability to support the individuals,
families and businesses that drive our communities forward."
Chairman of FCB Financial Corp. Steve Green added: "The board of directors is
thrilled to join forces with Cadence
Bank, marking the culmination of a journey that began over
20 years ago. This union will enable the talented First Chatham
team to deepen our commitment to serving customers and communities
in Savannah and Coastal Georgia,
and enhance our ability to deliver exceptional service and
innovative products in a dynamic and rapidly growing market. It
will allow us to continue to be a bank of choice for both local
families and businesses, now with expanded capabilities and broader
expertise."
Upon completion of the transaction, First Chatham Bank President
& CEO Ken Farrell will serve as
Cadence Bank Division President - Southeast Georgia.
The merger has been unanimously approved by the boards of
directors of both companies. Pending regulatory approval, the
approval of FCB Financial Corp. shareholders, and the
satisfaction of other customary closing conditions, it is
anticipated to close during the third quarter of 2025.
FCB Financial Corp. was advised in this transaction by
Janney Montgomery Scott LLC as financial advisor and Alston &
Bird, LLP as legal counsel.
In addition to the information contained within this news
release, an investor presentation has been posted on Cadence's
Investor Relations site and has been furnished as an exhibit to a
Current Report on Form 8-K filed with the Federal Reserve. The
presentation contains additional information regarding the merger
with FCB Financial Corp.
For more information about Cadence
Bank, visit CadenceBank.com.
About Cadence
Bank
Cadence Bank
(NYSE: CADE) is a leading regional banking franchise with
approximately $50 billion in assets
and over 350 branch locations across the South and Texas. Cadence provides consumers, 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. Additional
information about Cadence Bank and
its products and services can be found at www.cadencebank.com.
Cadence Bank, Member FDIC. Equal
Housing Lender.
Forward-Looking Statements
Certain statements
contained in this press release may not be based upon historical
facts and are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements may be identified by their reference to
a future period or periods or by the use of forward-looking
terminology such as "anticipate," "believe," "could," "continue,"
"seek," "intend," "estimate," "expect," "foresee," "hope," "may,"
"might," "plan," "should," "predict," "project," "goal," "outlook,"
"potential," "will," "will result," "will likely result," or
"would" or future or conditional verb tenses and variations or
negatives of such terms. These forward-looking statements include,
without limitation, those relating to the terms, timing and closing
of the merger, the benefits and synergies expected from the merger,
and the ability of Cadence Bank to
close the merger in a timely manner or at all.
Cadence Bank cautions readers not
to place undue reliance on the forward-looking statements contained
in this press release, in that actual results could differ
materially from those indicated in such forward-looking statements
as a result of a variety of factors, many of which are beyond the
control of Cadence Bank. These
factors may include, but are not limited to, the ability of
Cadence Bank and FCB Financial
Corp. to complete the merger, the ability of Cadence Bank and FCB Financial Corp. to satisfy
the conditions to the completion of the merger, including the
approval of the merger by FCB Financial Corp.'s shareholders and
the receipt of all regulatory approvals required for the merger on
the terms expected in the merger agreement, the ability of
Cadence Bank and FCB Financial Corp.
to meet expectations regarding the timing, completion and
accounting and tax treatments of the merger, the potential impact
upon Cadence Bank of any delay in
the closing of the merger, the possibility that any of the
anticipated benefits, cost savings and synergies of the merger will
not be realized or will not be realized as expected, the acceptance
by customers of FCB Financial Corp. of Cadence Bank's products and services if the
merger closes, the failure of the merger to close for any other
reason, the effect of the announcement of the merger on
Cadence Bank's operating results,
the possibility that the merger may be more expensive or time
consuming to complete than anticipated, including as a result of
unexpected factors or events, and the impact of all other factors
generally understood to affect the assets, business, cash flows,
financial condition, liquidity, prospects and/or results of
operations of financial services companies and the other factors
described under the caption "Risk Factors" in the Form 10-K.
Forward-looking statements speak only as of the date of this press
release and, except as required by law, Cadence Bank does not undertake any obligation
to update or revise forward-looking statements to reflect events or
circumstances that occur after the date of this press release.
Additional Information and Participants in the
Solicitation
This communication is being made in respect of
the merger of FCB Financial Corp. discussed in this press release.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, 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. In connection with the
merger, Cadence Bank and FCB
Financial Corp. will deliver a proxy statement and related offering
materials to the shareholders of FCB Financial Corp. seeking
approval of the merger and related matters. THE SHAREHOLDERS OF FCB
FINANCIAL CORP. ARE ENCOURAGED TO READ THE PROXY STATEMENT AND
OFFERING MEMORANDUM CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER, CADENCE BANK AND FCB FINANCIAL CORP. The proxy statement
and related offering memorandum will also be made available without
charge from the Corporate Secretary of each of Cadence Bank and FCB Financial Corp. The
Corporate Secretary of Cadence Bank
may be contacted by mail at Attention: Corporate Secretary,
Cadence Bank, 201 South Spring
Street, Tupelo, Mississippi
38804.
Cadence Bank and FCB
Financial Corp., and certain of their respective directors,
executive officers and other members of management and employees,
may be deemed to be participants in the solicitation of proxies
from the shareholders of FCB Financial Corp. in respect of the
merger. Certain information about the directors and executive
officers of Cadence Bank is set
forth in its Annual Report on Form 10-K for the year ended
December 31, 2023, which was filed
with the Federal Deposit Insurance Corporation (the "FDIC") on
Feb 23, 2024 (the "Form 10-K"), and
in its proxy statement for its 2024 annual meeting of shareholders,
which was filed with the FDIC on March 15,
2024. Other information regarding the participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be included in
the proxy statement and related offering memorandum when they
become available.
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SOURCE Cadence Bank
