Cadence Bancorporation (NYSE:CADE) entered into a definitive agreement to acquire State Bank Financial Corporation (NasdaqCM:STBZ) for approximately $870 million on May 11, 2018. Under the terms of agreement, shareholders of State Bank will receive 1.160 shares of CADE class A common stock for each share of State Bank. Each State Bank warrant will be converted automatically at the effective time into a warrant to purchase shares of Cadence Class A common stock, with the number of underlying shares and per share exercise price adjusted to reflect the exchange ratio. Each outstanding State Bank restricted stock award will vest and be cancelled and converted automatically into the right to receive the merger consideration. As of December 24, 2018, Cadence has exercised its right to increase the exchange ratio. State Bank shareholders will receive 1.271 shares of Cadence class A common stock for each share of State Bank common stock. Post transaction, CADE and State Bank shareholders will collectively own 63% and 37% of the combined company, respectively. Post-acquisition, State Bank will merge with and into Cadence. Immediately following the merger, State Bank’s wholly owned bank subsidiary, State Bank and Trust Company, will merge with and into Cadence’s wholly owned bank subsidiary, Cadence Bank, N.A. The agreement provides that a termination fee of $37.5 million will be payable by State Bank upon termination of the agreement under certain circumstances. The respective Boards of Directors of Cadence and Cadence Bank will each be increased in size by three, and three current members of the Board of Directors of State Bank, which members will be mutually agreed by Cadence and State Bank, will be appointed to fill the resulting vacancies. Three directors of State Bank will join the Board of CADE and of Cadence Bank. Joe Evans, Chairman of State Bank’s Board, will serve as Vice Chairman of CADE and Thomas Wiley, Vice Chairman of the State Bank Board, will serve as a Director of CADE and Chairman of Cadence Bank. Joseph W. Evans, the current Chairman of State Bank, will be appointed as the Vice Chairman of Cadence, and J. Thomas Wiley, Jr., the current Vice Chairman and Chief Executive Officer of State Bank, will be appointed as the Chairman of Cadence Bank. Additionally, Cadence Bank Chief Executive Officer Sam Tortorici will relocate to Atlanta. Cadence Bank’s corporate headquarters will also move to Atlanta from Birmingham. Cadence Bancorporation will remain headquartered in Houston. The transaction is subject to receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, any other approval by third party, approval by shareholders of State Bank, authorization for listing on the New York Stock Exchange of the shares of Cadence common stock to be issued in the merger, receipt by each party of a tax opinion to the effect that the merger will qualify as reorganization within the meaning of Section 368(a) of the Code and effectiveness of the registration statement on Form S-4. The special meeting of State Bank Financial shareholders to approve the transaction will be held on September 18, 2018. The transaction has been unanimously approved by the Boards of both companies. Shareholders of CADE have approved the transaction. As of September 18, 2018, the transaction has been approved by State Bank’s shareholders. As of December 7, 2018, the transaction has received regulatory approval from the Federal Reserve.  Cadence has now received all regulatory approvals required to consummate the proposed transaction. Archie Bransford, Virginia Hepner, John Houser and Thomas Wiley of State Bank Financial Corporation formed a Strategic Committee to review the transaction. The transaction is expected to close in the fourth quarter of 2018. As of December 7, 2018, the merger is expected to be completed on December 31, 2018, subject to the satisfaction of customary closing conditions. As of December 24, 2018, the transaction is expected to be complete on January 1, 2019. The transaction is expected to be 6% accretive to earnings per common share in 2019 and 7% accretive to earnings per common share in 2020, excluding one-time charges, and expects the transaction to deliver strong returns on capital. As on December 24, 2018, the transaction is expected to be 5% accretive to earnings per common share in 2020. The transaction is expected to produce approximately 4% tangible book value per share dilution at closing with an earn back period of less than three years, is expected to generate internal rate of return in excess of 20%. Ken Coquilette and Eric Neveux of Goldman Sachs & Co. LLC acted as financial advisors while Edward D. Herlihy, Pat Robinson, David E. Shapiro, Richard Kim, Jeannemarie O'Brien, and Mark F. Veblen of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors to Cadence. James J. Dunne III, Peter Finnerty, Andy Mutch, Chris Maser and Morgan Schreck of Sandler O'Neill + Partners, L.P. and Raymond James & Associates, Inc. acted as the financial advisors and J. Brennan Ryan, Aileen Nagy and Nikki Lee of Nelson Mullins Riley & Scarborough LLP acted as legal advisors to State Bank Financial Corporation. Matthew Veneri of FIG Partners, LLC provided a fairness opinion and Kilpatrick Townsend & Stockton LLP acted as legal advisor to State Bank’s Independent Directors Committee, comprised of State Bank’s independent directors. Philip Richter and Brian A. Blitz of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor for Goldman Sachs & Co. LLC. D.F. King & Co., Inc. acted as information agent to State Bank Financial Corporation and will be paid a fee of approximately $0.01 million. Raymond James will be paid a transaction fee of $6.1 million. Raymond James also received a $0.25 million fee upon rendering its fairness opinion to the State Bank's Board of Directors, which opinion fee will be credited in full towards the transaction fee which will become payable to Raymond James on the day the merger closes. Sandler O’Neill will be paid a transaction fee of $6.1 million. Sandler O’Neill also received a $0.25 million fee upon rendering its fairness opinion to the State Bank Board of Directors, which opinion fee will be credited in full towards the transaction fee which will become payable to Sandler O’Neill on the day the merger closes. Cadence Bancorporation has agreed to pay Goldman Sachs a fee of $6 million, $0.5 million of which was paid at the announcement of the proposed transaction and the remainder of which is contingent upon consummation of the proposed transaction. FIG Partners received a $0.35 million fee from State Bank for performing its services. Cadence Bancorporation (NYSE:CADE) completed the acquisition of State Bank Financial Corporation (NasdaqCM:STBZ) on January 1, 2019. Upon the closing of the merger, the shares of State Bank common stock have ceased trading on, and were delisted from, the NASDAQ. In connection with the merger, Joe Evans joined the Cadence Board of Directors as Vice Chairman, Tom Wiley joined the Cadence Board of Directors as a Director and the Cadence Bank Board of Directors as Chairman, and Virginia Hepner joined the Cadence Board of Directors as a Director.