UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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