The $904
million cash sale supports Cadence
Bank's focus on building its core banking business and
continuing its long-term strategic initiatives.
HOUSTON and TUPELO,
Miss., Nov. 30, 2023 /PRNewswire/ -- Cadence Bank ("Cadence" or the "Company") (NYSE:
CADE) announced it has closed the previously disclosed sale of its
insurance operations, Cadence Insurance, Inc. ("Cadence
Insurance"), to Arthur J. Gallagher
& Co. ("Gallagher") (NYSE: AJG) for $904
million in cash, subject to customary purchase price
adjustments. The transaction will be effective at 11:59 p.m. CT today.
The transaction strategically positions Cadence for long-term
growth and success, allowing it to reinvest the capital from the
sale into growing its core banking business and fulfilling its
short- and long-term strategic initiatives.
"The completion of this transaction is a testament to the
significant value of the insurance business," said Dan Rollins, chairman & CEO of Cadence Bank. "Over the past 24 years, we have
enjoyed a strong partnership with Cadence Insurance, and we applaud
their leadership and the entire team for their many contributions
and commitment to serving their clients and communities."
Cadence Insurance is an insurance brokerage business that
specializes in commercial and personal property & casualty,
employee benefits, business solutions, and risk management
services. Cadence Insurance manages 30 offices in eight states
across the Southeast and has consistently been recognized as a Best
Places to Work by Business Insurance, Baton Rouge Business
Report and Mississippi Business Journal. Its executive
leadership, management and employees joined Gallagher in connection
with the sale.
About Cadence
Bank
Cadence Bank
(NYSE: CADE) is a leading regional banking franchise with
approximately $50 billion in assets
and over 350 branch locations across the South and Texas. Cadence provides consumers, businesses
and corporations with a full range of innovative banking and
financial solutions. Services and products include consumer
banking, consumer loans, mortgages, home equity lines and loans,
credit cards, commercial and business banking, treasury management,
specialized lending, asset-based lending, commercial real estate,
equipment financing, correspondent banking, SBA lending, foreign
exchange, wealth management, investment and trust services,
financial planning, and retirement plan management. Cadence is
committed to a culture of respect, diversity, inclusion and
belonging in both its workplace and communities. Cadence Bank, Member FDIC. Equal Housing
Lender.
About Arthur J. Gallagher
& Co.
Arthur J. Gallagher
& Co. (NYSE:AJG), a global insurance brokerage, risk management
and consulting services firm, is headquartered in Rolling Meadows, Illinois. Gallagher provides
these services in approximately 130 countries around the world
through its owned operations and a network of correspondent brokers
and consultants.
Forward-Looking Statements
Certain statements made in this news release constitute
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and are subject to the safe harbor under the Private
Securities Litigation Reform Act of 1995 as well as the "bespeaks
caution" doctrine. These statements are often, but not exclusively,
made through the use of words or phrases like "anticipate,"
"aspire," "assume," "believe," "budget," "contemplate," "continue,"
"could," "estimate," "expect," "forecast," "foresee," "goal,"
"hope," "indicate," "intend," "may," "might," "outlook," "plan,"
"project," "projection," "predict," "prospect," "potential,"
"roadmap," "seek," "should," "target," "will," "would," the
negative versions of such words, or comparable words of a future or
forward-looking nature. These forward-looking statements may
include, without limitation, discussions regarding general
economic, interest rate, real estate market, competitive,
employment, and credit market conditions; our assets; cash flows;
financial condition; liquidity; prospects; results of operations,
as well as the impact of the sale of Cadence Insurance (the
"Transaction") on the Company's financial condition and future net
income and earnings per share, the amount of net after-tax proceeds
expected to be received by the Company from the Transaction, the
Company's ability to deploy capital into strategic and growth
initiatives, or any of the Company's comments related to topics in
its risk disclosures or results of operations.
Forward-looking statements are based upon management's
expectations as well as certain assumptions and estimates made by,
and information available to, the Company's management at the time
such statements were made. Forward-looking statements are not
historical facts, are not guarantees of future results or
performance and are subject to certain known and unknown risks,
uncertainties and other factors that are beyond the Company's
control and that may cause actual results to differ materially from
those expressed in, or implied by, such forward-looking
statements. These risks, uncertainties and other factors
include, without limitation: general economic, unemployment, credit
market and real estate market conditions, including inflation, and
the effect of such conditions on customers, potential customers,
assets, investments and liquidity; collateral values, the value of
investment securities and asset recovery values; the risks of
changes in interest rates and their effects on the level and
composition of deposits, loan demand, loan repayment velocity, and
the values of loan collateral, securities and interest sensitive
assets and liabilities; risks arising from market reactions to the
banking environment in general, or to conditions or situations at
specific banks; risks arising from perceived instability in the
banking sector; the impact of inflation, the failure of assumptions
underlying the establishment of reserves for possible credit
losses, fair value for loans and other real estate owned; changes
in the prices, values and sales volumes of residential and
commercial real estate, especially as they relate to the value of
collateral supporting the Company's loans; a deterioration of the
credit rating for U.S. long-term sovereign debt, actions that the
U.S. government may take to avoid exceeding the debt ceiling, or
uncertainties surrounding the debt ceiling and the federal budget;
the availability of and access to capital; possible downgrades in
our credit ratings or outlook which could increase the costs or
availability of funding from capital markets; the ability to
attract new or retain existing deposits or to retain or grow loans;
potential delays or other problems in implementing and executing
our growth, expansion and acquisition or divestment strategies
(including the sale of Cadence Insurance), including delays in
obtaining regulatory or other necessary approvals or the failure to
realize any anticipated benefits or synergies from any acquisitions
or growth strategies; significant turbulence or a disruption in the
capital or financial markets; the effect of a fall in stock market
prices on our investment banking business and our fee income from
our brokerage and wealth management businesses; the ability to grow
additional interest and fee income or to control noninterest
expense; the potential impact of the phase-out of the LIBOR or
other changes involving LIBOR; utilization of non-GAAP financial
metrics; declaration and payment of dividends; ability to pay
dividends or coupons on our 5.5% Series A Non-Cumulative Perpetual
Preferred Stock, par value $0.01 per
share, or our subordinated notes; competitive factors and pricing
pressures, including their effect on our net interest margin;
changes in legal, financial and/or regulatory requirements;
recently enacted and potential legislation and regulatory actions
and the costs and expenses to comply with new and/or existing
legislation and regulatory actions, and any related rules and
regulations; changes in U.S. Government monetary and fiscal policy,
including any changes that may result from U.S. elections; FDIC
special assessments or changes to regular assessments; possible
adverse rulings, judgments, settlements and other outcomes of
pending or future litigation or government actions; the ability to
keep pace with technological changes, including changes regarding
maintaining cybersecurity; increased competition in the financial
services industry, particularly from regional and national
institutions, as well as from fintech companies, risks related to
our reliance on third parties to provide key components of our
business infrastructure, including the risks related to disruptions
in services provided by disputes with, or financial difficulties of
a third-party vendor, the impact of failure in, or breach of, our
operational or security systems or infrastructure, or those of
third parties with whom we do business, including as a result of
cyber-attacks or an increase in the incidence or severity of
fraud, illegal payments, security breaches or other
illegal acts impacting us or our customers; natural disasters or
acts of war or terrorism; international or political instability
(including the impacts related to or resulting from Russia's military action in Ukraine, or the Israel-Hamas war, including
the imposition of additional sanctions and export controls, as well
as the broader impacts to financial markets and the global
macroeconomic and geopolitical environments); impairment of our
goodwill or other intangible assets; adoption of new accounting
standards or changes in existing standards; and other factors
described in "Part I, Item 1A. Risk Factors" in this Report or as
detailed from time to time in the Company's press and news
releases, reports and other filings we file with the FDIC.
In addition, the Company faces risks related to diversion of
management's attention from ongoing business operations due to the
Transaction; related to the failure to achieve the expected impact
on the Company's financial condition; and associated with
unexpected costs or liabilities relating to the Transaction.
The Company also faces risks from: possible adverse rulings,
judgments, settlements or other outcomes of pending, ongoing, and
future litigation, as well as governmental, administrative and
investigatory matters; the impairment of the Company's goodwill or
other intangible assets; losses of key employees and personnel; the
diversion of management's attention from ongoing business
operations and opportunities; and the company's success in
executing its business plans and strategies, and managing the risks
involved in all of the foregoing.
The foregoing factors should not be construed as exhaustive and
should be read in conjunction with those factors that are set forth
from time to time in the Company's periodic and current reports
filed with the FDIC, including those factors included in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2022, particularly those
under the heading "Item 1A. Risk Factors," in the Company's
Quarterly Reports on Form 10-Q under the heading "Part II-Item 1A.
Risk Factors," and in the Company's Current Reports on Form
8-K.
Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable as of the date of
this news release, if one or more events related to these or other
risks or uncertainties materialize, or if the Company's underlying
assumptions prove to be incorrect, actual results may prove to be
materially different from the results expressed or implied by the
forward-looking statements. Accordingly, undue reliance should not
be placed on any forward-looking statements. The forward-looking
statements speak only as of the date of this news release, and the
Company does not undertake any obligation to publicly update or
review any forward-looking statement, except as required by
applicable law. New risks and uncertainties may emerge from time to
time and it is not possible for the Company to predict their
occurrence or how they will affect the Company. All written or oral
forward-looking statements attributable to the Company are
expressly qualified in their entirety by this section.
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SOURCE Cadence Bank