Cadence Bank to Acquire FCB Financial Corp.
Rhea-AI Summary
Cadence Bank (NYSE: CADE) has announced a definitive merger agreement with FCB Financial Corp., the holding company for First Chatham Bank, a Savannah-based community bank. The transaction, valued at approximately $103.6 million, involves Cadence issuing 2,300,000 shares of common stock plus $23.1 million in cash.
First Chatham Bank, founded in 2002, operates eight branches across Greater Savannah and reported $590 million in total assets, $329 million in total loans, and $510 million in total deposits as of September 30, 2024. The merger will expand Cadence's presence in the rapidly growing Savannah market and coastal Georgia communities.
The deal is expected to close during the third quarter of 2025, subject to regulatory approval and FCB Financial Corp. shareholders' approval. Following the completion, First Chatham Bank President & CEO Ken Farrell will serve as Cadence Bank Division President - Southeast Georgia.
Positive
- Strategic expansion into rapidly growing Savannah market
- Acquisition adds $590M in assets and $510M in deposits
- Strengthens presence in diverse regional economy (manufacturing, port operations, tourism, healthcare)
- All-stock and cash transaction structure preserves capital efficiency
Negative
- Potential dilution from issuance of 2.3M new shares
- Integration costs and risks associated with merger execution
News Market Reaction
On the day this news was published, CADE declined 4.68%, reflecting a moderate negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Cadence has signed a merger agreement with FCB Financial Corp., the bank holding company for First Chatham Bank
Founded in 2002 by local business leaders who live and work in the community, First Chatham Bank operates eight branches across the
Under the terms of the merger agreement, Cadence Bank will issue 2,300,000 shares of common stock, plus
"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
Upon completion of the transaction, First Chatham Bank President & CEO Ken Farrell will serve as Cadence Bank Division President -
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
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,
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
FAQ
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