Houston-based Cadence Bancorp. and BancorpSouth Bank announced plans to combine in an all-stock merger valued at more than $6 billion.
The transaction, which was announced on April 12, will see the commercial banking focus of Cadence, the parent of Cadence Bank, matched by Tupelo, Mississippi-based BancorpSouth’s community banking bend, expanding available offerings to both banks’ clients with minimal branch overlap across Texas and the southeastern U.S.
Both banks trade on the New York Stock Exchange, and the combined entity will take on the Cadence Bank name. In the deal, Cadence shareholders are set to receive 0.7 BancorpSouth shares for each Cadence share. Upon the deal’s close, Cadence shareholders would receive a one-time special cash dividend of $1.25 per share. With the merger, BancorpSouth shareholders would own about 55% of the bank post-merger, while Cadence shareholders would hold about 45%.
Alston & Bird, in addition to Sullivan & Cromwell, served as legal advisors to BancorpSouth. The Alston & Bird team was led by Dallas partner Sandy Brown along with members of the Atlanta office.
This is the eighth deal since 2017 that Alston & Bird has worked on with the bank, including its planned acquisitions of FNS Bancshares announced in January and Gatesville, Texas-based National United Bancshares announced in December.
Internally, BancorpSouth general counsel Chuck Pignuolo, who sits in Houston, led the team.
Wachtell, Lipton, Rosen & Katz advised Cadence on legal matters.
Keefe, Bruyette & Woods, A Stifel Co., acted as financial advisor to BancorpSouth, while Goldman Sachs and J.P. Morgan acted as lead financial advisors to Cadence. Piper Sandler also advised Cadence.
In terms of breadth, Cadence has about $18.7 billion in assets with 98 branches, while BancorpSouth has $24 billion with 305 full-service branch locations and additional mortgage, insurance, and loan production offices.
The combination has already been unanimously approved by both boards of directors, and is expected to close in the fourth quarter of 2021, pending customary closing conditions and approvals from shareholders.
Upon close of the merger, the bank will have dual headquarters in Tupelo and Houston.