Cadence Bancorporation Receives Regulatory Approval for Merger with State Bank Financial Corporation and Share Repurchase Program

HOUSTON–(BUSINESS WIRE)–Cadence Bancorporation (NYSE: CADE) (“Cadence”) today announced that it
has received regulatory approval from the Federal Reserve to complete
its pending stock-for-stock transaction with State Bank Financial
Corporation (“State Bank”), which will create a combined organization
with $17 billion in assets, $13 billion in loans, $14 billion in
deposits and approximately 98 branches serving Texas, Georgia, Florida,
Alabama, Tennessee and Mississippi, based on the companies’ balance
sheets as of September 30, 2018. Cadence has now received all regulatory
approvals required to consummate the proposed transaction.

“We are very pleased to announce that we have completed the last
approval necessary to close the State Bank merger, and we plan to close
the transaction on December 31,” said Paul B. Murphy, Jr., Chairman and
CEO of Cadence Bancorporation. “It is with great enthusiasm that I
welcome the State Bank bankers to the Cadence team. I am confident that
our combination will be a major success.”

In addition, the Federal Reserve approved Cadence’s previously announced
share repurchase program under which Cadence may repurchase up to $50
million of its shares of common stock.

The merger is expected to be completed on December 31, 2018, subject to
the satisfaction of customary closing conditions.

About Cadence Bancorporation

Cadence Bancorporation (NYSE:CADE), headquartered in Houston, Texas, is
a regional bank holding company with $11.8 billion in assets. 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 56,000 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.

Cautionary Statement Regarding Forward-Looking Information

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: 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, including the fact that
the price of Cadence common stock is currently below the thresholds
that, if Cadence common stock were to trade at or below those thresholds
for the 20 full trading days prior December 22, 2018, the board of
directors of State Bank would be entitled to terminate the merger
agreement, and there is no assurance that Cadence’s stock price will not
continue to be below such thresholds; 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.


Media contact:
Danielle Kernell

Investor relations contact:
Valerie Toalson
or 800-698-7878


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