Market Overview

Cadence Bancorporation Announces Update to Merger with State Bank Financial Corporation

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Cadence Bancorporation (NYSE:CADE) ("Cadence") and State Bank Financial
Corporation (NASDAQ:STBZ) ("State Bank") jointly announced that Cadence
has exercised its right to increase the exchange ratio in accordance
with the terms of the definitive merger agreement between Cadence and
State Bank.

State Bank shareholders will receive 1.271 shares of Cadence Class A
common stock for each share of State Bank common stock. After closing,
legacy Cadence and State Bank shareholders will collectively own
approximately 63% and 37% of the combined company, respectively.

The adjusted exchange ratio results in approximately 4.3 million
additional Cadence shares being issued to State Bank. Cadence intends to
repurchase these additional shares in the market. The Company's board of
directors has amended the share repurchase authorization to include
approximately 4.3 million of total shares.

"This merger represents a major step forward for Cadence," said Paul B.
Murphy, Jr., Chairman and CEO of Cadence Bancorporation. "It unites two
exceptionally strong teams of bankers with a shared culture of
responsive service. The synergies resulting from our combined
organizations will deliver significant customer and shareholder value,
and positions us well for continued growth. We are optimistic about our
future and are pleased to welcome the State Bank team."

State Bank Chairman Joe Evans said, "We continue to be excited about
this partnership. We have spent a lot of time together over the last
six, seven years comparing notes, comparing philosophies and believe
that this combination is going to result in a very powerful regional
bank. We are thrilled to be in business with Cadence."

The merger is expected to be completed on January 1, 2019, subject to
the satisfaction of customary closing conditions.

Transaction Metrics – At Announcement vs. As Adjusted

Transaction Metrics

     

At Announcement

(May 2018)¹

   

As Adjusted

(December 2018)²

 
Aggregate Transaction Value (millions) $1,373 $849
 
Price / 2019E EPS 14.7 x 9.2 x
 
Price / Tangible Book Value 2.5 x 1.5 x
 
Core Deposit Premium 20.4 % 6.9 %

¹ Based on Cadence closing share price of $30.23 as of
11-May-18.

² Based on Cadence closing share price of $17.20 as of
21-Dec-18.

Note: Price multiples based on median IBES EPS estimates per
Thomson Reuters.

 

We expect the transaction to be approximately 5% accretive to GAAP
earnings per share for the full year 2020.

About Cadence Bancorporation

Cadence Bancorporation (NYSE:CADE), headquartered in Houston, Texas, is
a regional bank holding company with $11.8 billion in assets as of
September 30, 2018. Through its affiliates, Cadence operates 66
locations in Alabama, Florida, Mississippi, Tennessee and Texas, and
provides corporations, middle-market companies, small businesses and
consumers with a full range of innovative banking and financial
solutions. Services and products include commercial and business
banking, treasury management, specialized lending, commercial real
estate, foreign exchange, wealth management, investment and trust
services, financial planning, retirement plan management, personal
insurance, consumer banking, consumer loans, mortgages, home equity
lines and loans, and credit cards. Clients have access to leading-edge
online and mobile solutions, interactive teller machines, and 55,000
ATMs. The Cadence team of 1,200 associates is committed to exceeding
customer expectations and helping their clients succeed financially.
Cadence Bank, N.A. and Linscomb & Williams are subsidiaries of Cadence
Bancorporation.

About State Bank Financial Corporation

State Bank Financial Corporation (NASDAQ:STBZ), with approximately $4.9
billion in consolidated assets as of September 30, 2018, is an
Atlanta-based bank holding company for State Bank and Trust Company.
State Bank operates a full service banking business and offers a broad
range of commercial and retail banking products to its customers
throughout seven of Georgia's eight largest MSAs.

Cautionary Statement Regarding Forward-Looking Information

Regarding Cadence

This communication contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements reflect our current views with respect to,
among other things, future events and our results of operations,
financial condition and financial performance. These statements are
often, but not always, made through the use of words or phrases such as
"may," "should," "could," "predict," "potential," "believe," "will
likely result," "expect," "continue," "will," "anticipate," "seek,"
"estimate," "intend," "plan," "projection," "would" and "outlook," or
the negative version of those words or other comparable words of a
future or forward-looking nature. These forward-looking statements are
not historical facts, and are based on current expectations, estimates
and projections about our industry, management's beliefs and certain
assumptions made by management, many of which, by their nature, are
inherently uncertain and beyond our control. Accordingly, we caution you
that any such forward-looking statements are not guarantees of future
performance and are subject to risks, assumptions and uncertainties that
are difficult to predict. Although we believe that the expectations
reflected in these forward-looking statements are reasonable as of the
date made, actual results may prove to be materially different from the
results expressed or implied by the forward-looking statements. Such
factors include, without limitation, the "Risk Factors" referenced in
our Registration Statement on Form S-3 filed with the Securities and
Exchange Commission (the "SEC") on May 21, 2018, and our Registration
Statement on Form S-4 filed with the SEC on July 20, 2018, other risks
and uncertainties listed from time to time in our reports and documents
filed with the SEC, including our Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q, and the following factors: business and
economic conditions generally and in the financial services industry,
nationally and within our current and future geographic market areas;
economic, market, operational, liquidity, credit and interest rate risks
associated with our business; lack of seasoning in our loan portfolio;
deteriorating asset quality and higher loan charge-offs; the laws and
regulations applicable to our business; our ability to achieve organic
loan and deposit growth and the composition of such growth; increased
competition in the financial services industry, nationally, regionally
or locally; our ability to maintain our historical earnings trends; our
ability to raise additional capital to implement our business plan;
material weaknesses in our internal control over financial reporting;
systems failures or interruptions involving our information technology
and telecommunications systems or third-party servicers; the composition
of our management team and our ability to attract and retain key
personnel; the fiscal position of the U.S. federal government and the
soundness of other financial institutions; the composition of our loan
portfolio, including the identity of our borrowers and the concentration
of loans in energy-related industries and in our specialized industries;
the portion of our loan portfolio that is comprised of participations
and shared national credits; the amount of nonperforming and classified
assets we hold; the occurrence of any event, change or other
circumstances that could give rise to the right of Cadence or State Bank
to terminate the definitive merger agreement between Cadence and State
Bank; the outcome of any legal proceedings that may be instituted
against Cadence or State Bank; the failure to satisfy any of the
remaining conditions to the closing of the transaction on a timely basis
or at all; the possibility that the anticipated benefits of the merger
with State Bank are not realized when expected or at all, including as a
result of the impact of, or problems arising from, the integration of
the two companies or as a result of the strength of the economy and
competitive factors in the areas where Cadence and State Bank do
business; the possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected factors
or events; diversion of management's attention from ongoing business
operations and opportunities; potential adverse reactions or changes to
business or employee relationships, including those resulting from the
announcement or completion of the transaction. Cadence can give no
assurance that any goal or plan or expectation set forth in
forward-looking statements can be achieved and readers are cautioned not
to place undue reliance on such statements. The forward-looking
statements are made as of the date of this communication, and Cadence
does not intend, and assumes no obligation, to update any
forward-looking statement to reflect events or circumstances after the
date on which the statement is made or to reflect the occurrence of
unanticipated events or circumstances, except as required by applicable
law.

Regarding State Bank

With respect to State Bank, we caution our shareholders that any
forward-looking statements that relate to time periods before the
closing of the merger, as identified through the use of words or phrases
as noted above, including statements regarding the expected timing of
the closing of the merger, are subject to risks, assumptions and
uncertainties that are difficult to predict. Although we believe that
the expectations reflected in these forward-looking statements are
reasonable as of the date made, actual results may prove to be
materially different from the results expressed or implied by the
forward-looking statements. Such factors include, without limitation,
the "Risk Factors" referenced in our definitive proxy statement related
to the merger and filed with the SEC on July 25, 2018, and our other SEC
filings, including our Annual Reports on Form 10-K and Quarterly Reports
on Form 10-Q, and the following factors: the occurrence of any event,
change or other circumstances that could give rise to the right of
Cadence or State Bank to terminate the definitive merger agreement
between Cadence and State Bank; the outcome of any legal proceedings
that may be instituted against Cadence or State Bank; and the failure to
satisfy any of the remaining conditions to the closing of the
transaction on a timely basis or at all. The forward-looking statements
are made as of the date of this communication, and State Bank does not
intend, and assumes no obligation, to update any forward-looking
statement to reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated events
or circumstances, except as required by applicable law.

Important Additional Information

In connection with the pending transaction between Cadence and State
Bank, on June 13, 2018, Cadence filed with the SEC a Registration
Statement on Form S-4 (the "Registration Statement") including a
preliminary joint information statement of Cadence and proxy statement
of State Bank and a prospectus of Cadence (the "Joint Information
Statement/Proxy Statement and Prospectus"). The definitive Joint
Information Statement/Proxy Statement and Prospectus was first mailed or
otherwise delivered to Cadence stockholders and State Bank shareholders
on or about July 27, 2018. On May 11, 2018, Cadence Bancorp, LLC, as the
controlling stockholder of Cadence, delivered a written consent
approving the transaction. On September 18, 2018, State Bank's
shareholders approved the transaction at a special meeting. This
communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities 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. Stockholders of Cadence and
shareholders of State Bank are urged to read the Registration Statement
and Joint Information Statement/Proxy Statement and Prospectus and any
other relevant documents filed with the SEC, as well as any amendments
or supplements to those documents, because they will contain important
information.

Shareholders are able to obtain a free copy of the Registration
Statement and Joint Information Statement/Proxy Statement and
Prospectus, as well as other filings containing information about
Cadence and State Bank, without charge, at the SEC's website (http://www.sec.gov).
Copies of the Registration Statement and Joint Information
Statement/Proxy Statement and Prospectus and the filings with the SEC
incorporated by reference therein can also be obtained, without charge,
by directing a request to Cadence Bancorporation, 2800 Post Oak
Boulevard, Suite 3800, Houston, Texas 77056, Attention: Corporate
Secretary or to State Bank Financial Corporation, 3399 Peachtree Road
NE, Suite 1900, Atlanta, Georgia 30326, Attention: Corporate Secretary.

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