CADENCE BANK Item 1.01. Entry into a Material Definitive Agreement.
On
The main office and bank headquarters of the combined company will be located in
Merger Consideration
Upon the terms and subject to the conditions set forth in the Merger Agreement,
at the effective time of the Merger (the "Effective Time"), each share of common
stock, par value,
In addition, upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each option to purchase shares of Cadence Common Stock ("Cadence Stock Option") that is outstanding immediately prior to the Effective Time will be equitably adjusted immediately prior to the Effective Time by an amount equal to the Special Dividend, contingent on the consummation of the Merger, and then, at the Effective Time, each Cadence Stock Option that is outstanding and unexercised immediately prior to the Effective Time will be converted into an option to purchase shares of BancorpSouth Common Stock based on the Exchange Ratio and will be subject to the same terms and conditions after giving effect to certain provisions under the applicable equity incentive plan or award agreement as applied to the corresponding Cadence Stock Option immediately prior to the Effective Time, (b) each Cadence restricted stock unit ("Cadence RSU") that is outstanding immediately prior to the Effective Time will be converted, at the Effective Time, into the right to receive the Special Dividend (through a dividend equivalent account) and a restricted stock unit award in respect of a number of shares of BancorpSouth Common Stock ("BancorpSouth Converted RSU Award") based on the Exchange Ratio, which will be subject to the same terms and conditions as applied to the corresponding Cadence RSU immediately prior to the Effective Time, and (c) each Cadence performance stock unit ("Cadence PSU") that is outstanding immediately prior to the Effective Time willl be converted, at the Effective Time, into the right to receive the Special Dividend (through a dividend equivalent account) and a BancorpSouth Converted RSU Award based on the Exchange Ratio (with the number of shares of Cadence Common Stock determined based on the higher of target performance and actual performance), and will be subject the same terms and conditions (other than performance conditions) as applied to the corresponding Cadence PSU immediately prior to the Effective Time. -------------------------------------------------------------------------------- With respect to any outstanding BancorpSouth equity awards, upon a termination of employment of a holder by BancorpSouth without "cause" within 24 months following the closing of the Merger, (i) such equity awards of BancorpSouth (other than any of BancorpSouth's performance stock unit awards with an outstanding performance period) will become fully vested and (ii) any of BancorpSouth's performance stock unit awards with an outstanding performance period will cease to be subject to any service-based vesting conditions and continue to be subject to performance-based vesting conditions in accordance with the terms of the award.
Certain Governance Matters
Under the Merger Agreement and the bylaws of the combined company, upon the Effective Time:
• Mr. James D. Rollins , III, the current Chairman and Chief Executive
Officer of BancorpSouth, will continue to serve as Chairman and Chief
Executive Officer of the surviving entity;
• Mr. Paul B. Murphy , Jr., the current Chairman and Chief Executive Officer
of Cadence, will be appointed as Executive Vice Chairman and a member of
the board of directors of the surviving entity; and
• Mr. Larry G. Kirk , a current director of BancorpSouth, will serve as
independent lead director of the board of directors of the surviving
entity.
The officers of the surviving entity will include two former officers of BancorpSouth and three former officers of Cadence, in each case as set forth in the Merger Agreement.
In addition, at the Effective Time, the Board of Directors of the surviving
entity will initially be comprised of 20 directors, of which 11 will be former
members of the board of directors of BancorpSouth (including Mr.
Certain Other Terms and Conditions of the Merger Agreement
The Merger Agreement contains customary representations and warranties from both
BancorpSouth and Cadence, and each party has agreed to customary covenants,
including, among others, covenants relating to (a) the conduct of its business
during the interim period between the execution of the Merger Agreement and the
Effective Time, (b) the filing with each of the
The completion of the Merger is subject to customary conditions, including (a)
approval of the Merger Agreement by Cadence's shareholders and by BancorpSouth's
shareholders, (b) authorization for listing on the
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K (this "Report") and is incorporated herein by reference.
The representations, warranties and covenants of each party set forth in the
Merger Agreement and the Bank Merger Agreement have been made only for the
purposes of, and were and are solely for the benefit of the parties to, the
Merger Agreement and the Bank Merger Agreement, may be subject to limitations
agreed upon by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating contractual risk
between BancorpSouth and Cadence instead of establishing these matters as facts,
and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Accordingly, the
representations and warranties may not describe the actual state of affairs at
the date they were made or at any other time, and investors should not rely on
them as statements of fact. In addition, such representations and warranties (1)
will not survive consummation of the Merger or the Bank Merger, and (2) were
made only as of the date of the Merger Agreement and the Bank Merger Agreement
or such other date as is specified in the Merger Agreement and the Bank Merger
Agreement, as applicable. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of the Merger
Agreement and the Bank Merger Agreement, which subsequent information may or may
not be fully reflected in the parties' public disclosures. Accordingly, the
Merger Agreement is included with this filing only to provide investors with
information regarding the terms of the Merger Agreement and the Bank Merger
Agreement, and not to provide investors with any factual information regarding
BancorpSouth or Cadence, their respective affiliates or their respective
businesses. The Merger Agreement and the Bank Merger Agreement should not be
read alone, but should instead be read in conjunction with the other information
regarding BancorpSouth, Cadence, their respective affiliates or their respective
businesses, the Merger Agreement, the Bank Merger Agreement, the Merger and the
Bank Merger that will be contained in, or incorporated by reference into, the
joint proxy statement of BancorpSouth and Cadence, which will include an
offering circular with respect to the BancorpSouth Common Stock to be issued in
connection with the transactions contemplated by the Merger Agreement, as well
as in the Forms 10-K, Forms 10-Q and other filings that each of BancorpSouth and
Cadence make with the
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