BancorpSouth Bank (NYSE:BXS) entered into a merger agreement to acquire Cadence Bancorporation (NYSE:CADE) for $2.9 billion, in a merger of equals transaction, on April 12, 2021. Under the terms of the merger agreement, Cadence shareholders will receive 0.70 shares of BancorpSouth for each share of Cadence they own. Additionally, the agreement allows for a one-time special cash dividend to Cadence shareholders of $1.25 per share in conjunction with the closing of the merger. BancorpSouth shareholders will own approximately 55% and Cadence shareholders will own approximately 45% of the combined company. Cadence Bank, subsidiary of Cadence Bancorporation will also merge into BancorpSouth Bank after the acquisition. A termination fee of $118 million will be payable by either BancorpSouth or Cadence, as applicable, upon termination of the transaction under certain circumstances.

Dan Rollins will be the Chairman and Chief Executive Officer and Paul Murphy will serve as Executive Vice Chairman, Chris Bagley will be the President, Hank Holmes will be the Chief Banking Officer and Valerie Toalson will be the Chief Financial Officer of the combined company. The Board of Directors will initially be comprised of 20 directors, 11 from BancorpSouth (including James D. Rollins, III and Larry G. Kirk) and nine from Cadence (including Paul B. Murphy, Jr.). Larry G. Kirk, a current director of BancorpSouth, will serve as independent lead director of the board of directors of the surviving entity. The company will combine the aesthetics of both brands and logos and operate as Cadence Bank. Branch locations for both companies will continue to operate under their respective names until full integration is complete, which is anticipated to take place in the second half of 2022. The combined company will continue to trade on the NYSE under the ticker symbol CADE. The bank will have dual headquarters in Tupelo, MS and Houston, TX, with operations centers in Tupelo, MS and Birmingham, AL as well as specialty sites in Macon, GA; Starkville, MS; and Houston, TX.

The transaction is subject to the satisfaction of customary closing conditions, including the receipt of customary regulatory approvals; approvals of shareholders of BancorpSouth and Cadence; authorization for listing on the New York Stock Exchange of the shares of the BancorpSouth Common Stock to be issued in the Merger, subject to official notice of issuance; the receipt of required regulatory authorizations, consents, waivers, orders or approvals, including all statutory waiting periods in respect thereof shall have expired or been terminated and the approval of Mississippi Department of Banking and Consumer Finance; and BancorpSouth shall have received the opinion of Sullivan & Cromwell LLP, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The transaction has been unanimously approved by the Boards of Directors of BancorpSouth bank and Cadence. As of August 9, 2021, both Cadence and BancorpSouth shareholders approved the transaction. As of October 15, 2021, the transaction has received final approval from Federal Deposit Insurance Corporation and also received recent approvals from the Mississippi Department of Banking and Consumer Finance. The merger is expected to close in the fourth quarter of 2021. As of October 15, 2021, the transaction is expected to close on October 31, 2021. As of October 25, 2021, the merger is expected to close effective October 29, 2021. The transaction will be 17% accretive to each of BancorpSouth's and Cadence's earnings per share in 2022 (assuming fully realized cost savings for illustrative purposes) and 14% if 75% of cost savings are realized. Transaction expected to be immediately accretive to tangible book value per share at close.

Keefe, Bruyette & Woods, A Stifel Company, acted as exclusive financial advisor and fairness opinion provider to BancorpSouth, with H. Rodgin Cohen and Mitchell S. Eitel, Marc Trevi, Heather L. Coleman, onald E. Creamer Jr., Mehdi Ansari of Sullivan & Cromwell and Sanford M. Brown, Kyle Healy, John Shannon and Clare Draper of Alston & Bird acting as legal advisors. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as lead financial advisors and fairness opinion providers to Cadence and Piper Sandler also advised. Edward D. Herlihy, David E. Shapiro and Mark F. Veblen of Wachtell, Lipton, Rosen & Katz served as legal advisor. Philip Richter, Roy Tannenbaum and Ryan T. Fung of Fried, Frank, Harris, Shriver & Jacobson LLP acted as counsel to Goldman Sachs and J.P. Morgan. Georgeson LLC acted as information agent to Bancorp South and Cadence, and both will pay a fee of $12,500 each for the services. Goldman Sachs & Co. LLC will receive a fee of $15 million, $2 million of which became payable upon the execution of the transaction, and the remainder of which is payable contingent upon completion of the transaction. Keefe, Bruyette, & Woods, Inc. will receive a fee of $20 million for its services of which $3 million will be paid on the delivery of the fairness opinion. J.P. Morgan Securities LLC will receive a fee of up to $15 million for its services, $2 million of which was payable upon delivery of the opinion. Computershare Limited (ASX:CPU) acted as transfer agent to BancorpSouth.

BancorpSouth Bank (NYSE:BXS) completed the acquisition of Cadence Bancorporation (NYSE:CADE) in a merger of equals transaction on October 29, 2021. Upon the completion of the merger, BancorpSouth was renamed Cadence Bank, and its stock will trade on the New York Stock Exchange under the symbol "CADE". As a part of acquisition, Cadence's management committee includes executive leaders from both of the legacy companies i.e. Rollins, Chairman and Chief Executive Officer, Murphy, Executive Vice Chairman, Chris Bagley, President, Valerie Toalson, Chief Financial Officer, Hank Holmes, Chief Banking Officer, Billy Braddock, Chief Credit Officer – Corporate Banking, Tom Clark, Chief Information Officer, Cathy Freeman, Chief Administrative Officer, Jeff Jaggers, Chief Operating Officer, Ty Lambert, Chief Risk Officer, Mike Meyer, President – Banking Services, Chuck Pignuolo, Chief Legal Officer, Sheila Ray, Chief Talent Officer, Keith Vander Steeg, Chief Credit Officer – Community Bank and Brian Walhood, President – Community Bank and the Board of Directors for the combined company is comprised of 11 former BancorpSouth directors and eight former Cadence directors, including: Gus J. Blass III, Shannon A. Brown, Deborah M. Cannon, Charlotte N. Corley, Joseph W. Evans, Richard Fredericks, Virginia A. Hepner, William G. Holliman, Warren A. Hood, Keith J. Jackson, Larry G. Kirk, Paul B. Murphy, Precious W. Owodunni, Alan W. Perry, James D. Rollins III, Marc J. Shapiro, Thomas R. Stanton, Kathy N. Waller and Thomas Wiley. BancorpSouth Bank and Cadence Bank will continue to operate under their respective brands until the system integration, which is expected to occur in Q4/22 and the combined company has dual headquarters in Houston and Tupelo, MS, with primary operations centers in Tupelo and Birmingham, AL.