STBZ State Bank Financial Corp.. (delisted)

SUMMARY

This summary highlights selected information from this joint information statement/proxy statement and prospectus. It may not contain all of the information that is important to you. We urge you to read carefully the entire joint information statement/proxy statement and prospectus, including the annexes, and the other documents to which we refer in order to fully understand the merger. Please see “Where You Can Find More Information.” Each item in this summary refers to the page of this joint information statement/proxy statement and prospectus on which that subject is discussed in more detail.

The Merger (page 41)

Cadence and State Bank are proposing a strategic merger. If the merger is completed, State Bank shareholders will receive 1.160 shares of Cadence Class A common stock for each share of State Bank common stock they hold immediately prior to the merger. Cadence will not issue any fractional shares of Cadence Class A common stock in the merger. State Bank shareholders who would otherwise be entitled to a fraction of a share of Cadence Class A common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the average of the closing-sale prices of Cadence Class A common stock for the five full trading days ending on the trading day preceding the closing date of the merger.

As a result of the foregoing, based on the number of shares of Cadence Class A common stock and State Bank common stock outstanding as of May 11, 2018, the last trading day before public announcement of the merger, it is expected that Cadence stockholders will hold approximately 65%, and State Bank shareholders will hold approximately 35%, of the shares of the combined company outstanding immediately after the effective time of the merger, which we refer to as the effective time. Cadence Class A common stock is listed on the NYSE under the symbol “CADE,” and State Bank common stock is listed on NASDAQ under the symbol “STBZ.” The following table shows the closing sale prices of Cadence Class A common stock and State Bank common stock as reported on the NYSE and NASDAQ, respectively, on May 11, 2018, the last trading day before the public announcement of the merger agreement, and on July 24, 2018, the latest practicable trading day before the date of this joint information statement/proxy statement and prospectus. The table also shows the implied value of the merger consideration payable for each share of State Bank common stock, which we calculated by multiplying the closing price per share of Cadence Class A common stock on those dates by the exchange ratio of 1.160.

The merger agreement governs the merger. The merger agreement is included in this joint information statement/proxy statement and prospectus as Annex A. All descriptions in this summary and elsewhere in this joint information statement/proxy statement and prospectus of the terms and conditions of the merger are qualified in their entirety by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the merger.

Cadence’s Reasons for the Merger (page 57)

The Cadence board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Cadence and the Cadence stockholders, and declared that the merger agreement is advisable, and (ii) approved the execution, delivery and performance

by Cadence of the merger agreement and the transactions contemplated thereby, including the merger. The Cadence written consent was obtained on May 11, 2018 immediately after the execution of the merger agreement. As a result, no further action by any other Cadence stockholder is required in connection with the adoption of the merger agreement and the approval of the Cadence stock issuance by Cadence stockholders. For the factors considered by the Cadence board of directors in reaching its decision to approve the merger agreement, see “The Merger—Cadence’s Reasons for the Merger,” beginning on page 51.

State Bank’s Reasons for the Merger; Recommendation of the State Bank Board of Directors (page 67)

The State Bank board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of State Bank and the State Bank shareholders and (ii) adopted the merger agreement and approved the execution, delivery and performance by State Bank of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. The State Bank board of directors unanimously recommends that the State Bank shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal, if necessary or appropriate to solicit additional votes for approval of the merger proposal. For the factors considered by the State Bank board of directors in reaching its decision to adopt the merger agreement, see “The Merger—State Bank’s Reasons for the Merger; Recommendation of the State Bank Board of Directors,” beginning on page 67.

Opinion of Cadence’s Financial Advisor (page 55 and Annex B)

At a meeting of the Cadence board of directors held on May 11, 2018, Goldman Sachs & Co. LLC, which we refer to as Goldman Sachs, rendered to the Cadence board of directors its oral opinion, subsequently confirmed in writing, to the effect that, as of that date, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the exchange ratio of 1.16 shares of Cadence Class A common stock to be paid by Cadence for each share of State Bank common stock, pursuant to the merger agreement was fair from a financial point of view to Cadence.

The full text of the written opinion of Goldman Sachs, dated May 11, 2018, which sets forth assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this document as Annex B. The summary of the Goldman Sachs opinion contained in this document is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the Cadence board of directors in connection with its consideration of the proposed transaction and the opinion does not constitute a recommendation as to how any holder of Cadence Class A common stock should vote with respect to the proposed transaction or any other matter.

Pursuant to the engagement letter under which Goldman Sachs was engaged to serve as the financial advisor to the Cadence board or directors, Cadence has agreed to pay Goldman Sachs a transaction fee of $6.0 million, $500,000 of which was paid at the announcement of the proposed transaction, and the remainder of which is contingent upon consummation of the proposed transaction.

For further information, see “The Merger—Opinion of Goldman Sachs & Co. LLC,” beginning on page 55 and Annex B.

Opinion of State Bank’s Financial Advisors (pages 73, 82 and 94 and Annexes C, D and E)

Opinion of Raymond James & Associates Inc.

At the May 11, 2018 meeting of the State Bank board of directors, representatives of Raymond James rendered Raymond James’ written opinion to the Board dated May 11, 2018, as to the fairness, as of such date, from a financial point of view, to State Bank shareholders of the exchange ratio to be received by such holders in the

merger pursuant to the merger agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion .

The full text of the written opinion of Raymond James, dated May 11, 2018, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Annex D to this joint information statement/proxy statement and prospectus. Raymond James provided its opinion for the information and assistance of the State Bank board of directors (solely in each director’s capacity as such) in connection with, and for purposes of, its consideration of the merger and its opinion only addresses whether the exchange ratio to be received by State Bank shareholders in the merger pursuant to the merger agreement was fair, from a financial point of view, to such shareholders. The opinion of Raymond James did not address any other term or aspect of the merger agreement or the transactions contemplated thereby. The Raymond James opinion does not constitute a recommendation to the board of directors of State Bank or any State Bank shareholder as to how the State Bank board of directors, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter.

For further information, see “The Merger—Opinion of Raymond James & Associates Inc.,” beginning on page 73.

Opinion of Sandler O’Neill & Partners, L.P.

At the May 11, 2018 meeting at which the State Bank board of directors considered and discussed the terms of the merger agreement and the merger, Sandler O’Neill & Partners, L.P., which we refer to as Sandler O’Neill, delivered to the State Bank board of directors its oral opinion, which was subsequently confirmed in writing on May 11, 2018, to the effect that, as of such date, the exchange ratio in the merger was fair to the holders of State Bank common stock, from a financial point of view. The full text of Sandler O’Neill’s opinion is attached as Annex C to this joint information statement/proxy statement and prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. State Bank shareholders are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

For further information, see “The Merger—Opinion of Sandler O’Neill & Partners, L.P.,” beginning on page 82.

Opinion of FIG Partners, LLC

FIG Partners, LLC, which we refer to as FIG Partners, delivered to the Independent Directors Committee of the State Bank board of directors its opinion dated May 11, 2018 that, based upon and subject to the various considerations set forth in its written opinion, the merger consideration to be paid to State Bank shareholders is fair to the State Bank shareholders from a financial point of view. In requesting FIG Partners advice and opinion, no limitations were imposed by State Bank with respect to the investigations made or procedures followed by it in rendering this opinion. The full text of the opinion of FIG Partners, which describes the procedures followed, assumptions made, matters considered and limitations on the review undertaken by FIG Partners, is attached hereto as Annex E. State Bank shareholders should read this opinion in its entirety. FIG Partners’ opinion speaks only as of May 11, 2018, the date of the opinion.

FIG Partners received a $350,000 fee from State Bank for performing its financial advisory services in connection with the merger and rendering a written opinion to the Independent Directors Committee of the State Bank board of directors as to the fairness, from a financial point of view, of the merger consideration to State Bank shareholders.

For further information, see “The Merger—Opinion of FIG Partners, LLC,” beginning on page 94.

Treatment of State Bank Restricted Stock Awards and Warrants (page 116)

Restricted Stock . Under the merger agreement, at the effective time, each outstanding State Bank restricted stock award will vest (with any performance-based vesting condition deemed to have been achieved to the extent set forth in the award agreement applicable to such restricted stock award) and be cancelled and converted automatically into the right to receive the merger consideration in respect of each share of State Bank common stock underlying such restricted stock award (together with any accrued but unpaid dividends corresponding to the portion of the restricted stock award that vests).

Warrants . At the effective time, each outstanding warrant to purchase shares of State Bank common stock will be converted automatically into a warrant to purchase shares of Cadence Class A common stock, with the number of underlying shares and per share strike price adjusted to reflect the exchange ratio.

For further information, see “The Merger Agreement—Treatment of State Bank Restricted Stock Awards and Warrants,” beginning on page 116.

State Bank Will Hold its Special Meeting on September 18, 2018 (page 34)

The State Bank special meeting will be held on September 18, 2018 at State Bank’s headquarters located at 3399 Peachtree Road, NE, Suite 1900, Atlanta, Georgia 30326 at 1:00 p.m., Eastern Time local time. At the State Bank special meeting, State Bank shareholders will be asked to consider and vote upon the following matters:

The State Bank board of directors has fixed the close of business on July 19, 2018 as the record date for determining the holders of State Bank common stock entitled to receive notice of and to vote at the State Bank special meeting.

As of the State Bank record date, there were 39,124,102 shares of State Bank common stock outstanding and entitled to vote at the State Bank special meeting held by approximately 486 holders of record. Each share of State Bank common stock entitles the holder to one vote at the State Bank special meeting on each proposal to be considered at the State Bank special meeting.

For further information, see “The State Bank Special Meeting” beginning on page 34.

Material U.S. Federal Income Tax Consequences of the Merger (page 132)

It is intended that the merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the merger that Cadence and State Bank receive written opinions from their respective counsel to the effect that the merger will qualify as a “reorganization” within the meaning of

Section 368(a) of the Code. If the merger so qualifies, a U.S. holder (as defined under “Material U.S. Federal Income Tax Consequences”) of State Bank common stock, generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of State Bank common stock for shares of Cadence Class A common stock pursuant to the merger, except with respect to cash received instead of fractional shares of Cadence Class A common stock. For further information, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 132.

All holders of State Bank common stock should consult their own tax advisors for a full understanding of the particular tax consequences of the merger to them .

Interests of State Bank’s Directors and Executive Officers in the Merger (page 103)

In considering the recommendation of the State Bank board of directors with respect to the merger, State Bank shareholders should be aware that State Bank’s directors and executive officers have interests in the merger, including financial interests, that may be different from, or in addition to, the interests of the other shareholders of State Bank. The State Bank board of directors was aware of and considered these interests during its deliberations of the merits of the merger and in determining to recommend to State Bank’s shareholders that they vote for the merger proposal and thereby approve the transactions contemplated by the merger agreement, including the merger (to the extent such interests existed at that time).

These interests include, among others:

In addition, following the execution of the merger agreement, on June 11, 2018, certain of State Bank’s executive officers entered into services and covenant agreements with Cadence pursuant to which they will provide advisory services to the combined company following the merger.

Also, as of July 16, 2018, Cadence entered into an offer letter with Sheila Ray, the current Chief Financial Officer, which provides for her services as Executive Vice President, Chief Talent Officer, of Cadence.

For a more complete description of these interests, see the section entitled “The Merger—Interests of State Bank’s Directors and Executive Officers in the Merger,” beginning on page 103.

Appraisal Rights in the Merger (page 112)

Under the Georgia Business Corporations Code, which we refer to as the GBCC, which is the law under which State Bank is incorporated, State Bank shareholders will not be entitled to any appraisal rights or dissenters’ rights in connection with the merger.

For more information, see “The Merger—Appraisal Rights in the Merger,” beginning on page 112.

Regulatory Approvals Required for the Merger (page 112)

Subject to the terms of the merger agreement, both Cadence and State Bank have agreed to use their commercially reasonable efforts to obtain as promptly as practicable all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement and to comply with the terms and conditions of all such approvals. These approvals include approvals from, among others, the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve Board, the Office of the Comptroller of the Currency, which we refer to as the OCC, and the Georgia Department of Banking and Finance, which we refer to as the Georgia DBF. Cadence and State Bank plan to file applications and notifications to obtain the required regulatory approvals.

Although neither Cadence nor State Bank knows of any reason why it cannot obtain these regulatory approvals in a timely manner, Cadence and State Bank cannot be certain when or if they will be obtained. For more information, see “The Merger—Regulatory Approvals Required for the Merger,” beginning on page 112.

Conditions to Complete the Merger (page 126)

Each party’s obligation to complete the merger is subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain conditions, including: (1) the adoption of the merger agreement by the requisite vote of Cadence stockholders, which was obtained immediately after the execution of the merger agreement; (2) the approval of the merger agreement by the requisite vote of State Bank shareholders; (3) the receipt of all required regulatory approvals and expiration or termination of all statutory waiting periods in respect thereof, each as described above; (4) authorization for listing on the NYSE of the shares of Cadence Class A common stock common stock to be issued in the merger; (5) effectiveness of the registration statement on Form S-4 with respect to the shares of the Cadence Class A common stock to be issued in the merger; (6) the absence of any

order, injunction, or other legal restraint preventing the completion of the merger or making the completion of the merger illegal; (7) subject to certain exceptions, the accuracy of the representations and warranties of the other party; (8) performance in all material respects by the other party of its obligations under the merger agreement; (9) receipt by such party of an opinion from its counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and (10) the absence of any change, state of facts, event, development or effect that has had, or would reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the other party since March 31, 2018.

Neither Cadence nor State Bank can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For more information, see “The Merger Agreement—Conditions to Complete the Merger,” beginning on page 126.

Termination of the Merger Agreement (page 127)

The merger agreement may be terminated at any time by Cadence or State Bank prior to the effective time under the following circumstances:

In addition, the merger agreement may be terminated:

For more information, see “The Merger Agreement—Termination of the Merger Agreement,” beginning on page 127.

Termination Fee and Expense Reimbursement (page 129)

If the merger agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation of the State Bank board of directors, State Bank may be required to pay to Cadence a termination fee equal to $37,500,000. This termination fee could discourage other companies from seeking to acquire or merge with State Bank. For more information, see “The Merger Agreement—Termination Fee and Expense Reimbursement,” beginning on page 129.

Additionally, Cadence will be required to pay State Bank by wire transfer of same day funds an expense reimbursement amount of $2,000,000, which we refer to as the expense reimbursement, if the merger agreement is terminated by Cadence or State Bank due to failure to obtain the requisite regulatory approvals, which failure is caused primarily by regulatory concerns related to Cadence and its subsidiaries.

The Rights of State Bank Shareholders Will Change as a Result of the Merger (page 147)

The rights of State Bank shareholders will change as a result of the merger due to differences in Cadence’s and State Bank’s governing documents. The rights of State Bank shareholders are governed by Georgia law and by the State Bank charter and bylaws. Upon the completion of the merger, State Bank shareholders immediately prior to the effective time will become Cadence stockholders, as the continuing legal entity in the merger, and the rights of State Bank shareholders will therefore be governed by Delaware law and the Cadence charter and bylaws. For example, Cadence currently has a classified board of directors, whereas State Bank directors are elected on an annual basis.

For more information, see “Comparison of Stockholders’ and Shareholders’ Rights,” beginning on page 147 for a description of the material differences in stockholders’ rights under each of the Cadence and State Bank governing documents.

Information About the Companies (page 40)

Cadence Bancorporation

Cadence Bancorporation is a bank holding company and a Delaware corporation headquartered in Houston, Texas, and is the parent company of Cadence Bank, N.A. Formed in 2009 by banking industry veterans, Cadence secured $1.0 billion of capital commitments in 2010 and built its franchise on the heels of three successful acquisitions: Cadence Bank, N.A. in March 2011, the franchise of Superior Bank in April 2011 and Encore Bank, N.A. in July 2012. Today, Cadence is a growth-oriented, middle-market focused commercial relationship bank providing a broad range of banking and wealth management services to businesses, high net worth individuals, business owners and retail customers through a network of 65 branches, with branches in Alabama (25), Florida (14), Texas (11), Mississippi (11) and Tennessee (4). Cadence completed its initial public offering and listing on the NYSE in April 2017. As of March 31, 2018, Cadence had $11.0 billion of assets, $8.6 billion of net loans, $9.0 billion in deposits and $1.4 billion in shareholders’ equity. Cadence generated $38.8 million of net income for the quarter ended March 31, 2018 and $102.4 million and $65.8 million for the years ended December 31, 2017 and 2016, respectively.

Cadence is focused on organic growth and expanding its position in its markets. Through its experienced and motivated team of commercial relationship managers and our integrated, client-centric approach to banking, it

has successfully grown each of its businesses. Cadence believes its franchise is positioned for continued growth as a result of (i) its attractive geographic footprint, (ii) its focus and ability to provide differentiated, customized service to a wide variety of industries and clients, (iii) its stable and cost efficient deposit funding base, (iv) its veteran board of directors, management team and relationship managers, (v) its capital position and (vi) its credit quality and risk management processes.

Cadence Bancorporation’s principal office is located at 2800 Post Oak Boulevard, Suite 3800, Houston, Texas 77056, and its telephone number at that location is (713) 871-4000. Cadence’s stock is traded on the NYSE under the symbol “CADE.” Additional information about Cadence and its subsidiaries is included in documents incorporated by reference in information statement/proxy statement and prospectus. Please see “Where You Can Find More Information.”

State Bank Financial Corporation

State Bank is a bank holding company that was incorporated under the laws of the State of Georgia in January 2010 to serve as the holding company for SBTC. SBTC is a Georgia state-chartered bank that opened in October 2005.

Between July 24, 2009 and the date of this joint information statement/proxy statement and prospectus, SBTC has acquired $6.0 billion in total assets and assumed $5.2 billion in deposits in 17 bank acquisition transactions. As a result of the bank acquisitions, SBTC has transformed from a small community bank to a much larger commercial bank now operating 32 full-service banking offices throughout seven of Georgia’s eight largest metropolitan statistical areas. SBTC offers a range of lending services, including commercial and residential real estate mortgage loans, real estate construction loans, commercial and industrial loans, agriculture and consumer loans. Customers are generally individuals, owner-managed businesses, farmers, professionals, real estate investors and smaller community banks within its market areas.

As of March 31, 2018, State Bank’s total assets were approximately $4.9 billion, total loans receivable were approximately $3.6 billion, total deposits were approximately $4.2 billion and total shareholders’ equity was approximately $646.7 million.

State Bank’s headquarters is located at 3399 Peachtree Road, NE, Suite 1900, Atlanta, Georgia 30326, and its telephone number at that location is (404) 475-6599. State Bank’s common stock is traded on NASDAQ under the symbol “STBZ.” Additional information about State Bank and its subsidiaries is included in documents incorporated by reference in this joint information statement/proxy statement and prospectus. Please see “Where You Can Find More Information.”

Risk Factors (page 28)

You should consider all the information contained in or incorporated by reference into this joint information statement/proxy statement and prospectus in deciding how to vote for the proposals presented in the joint information statement/proxy statement and prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 28.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF CADENCE

The following table summarizes certain selected consolidated historical financial data of Cadence for the periods presented. The selected historical financial data as of and for the three months ended March 31, 2018 and 2017 have been derived from Cadence’s unaudited interim consolidated financial statements, which are incorporated by reference in this joint information statement/proxy statement and prospectus. The unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring items, which Cadence’s management considers necessary for a fair presentation of its financial position and results of operations for these periods. The financial condition and results of operations as of and for the three months ended March 31, 2018 do not purport to be indicative of the financial condition or results of operations to be expected as of or for the fiscal year ended December 31, 2018. The unaudited condensed consolidated financial statements as of March 31, 2018 and for the three-month periods ended March 31, 2018 and 2017, together with the notes thereto are included in Cadence’s quarterly report on Form 10-Q for the quarter ended March 31, 2018, which is incorporated by reference into this joint information statement/proxy statement and prospectus. The selected historical financial data as of and for the years ended December 31, 2017, 2016, 2015 and 2014 have been derived from Cadence’s audited consolidated financial statements, and Cadence’s audited consolidated financial statements as of December 31, 2017 and 2016 and for each of the years in the three-year period ended December 31, 2017 have been incorporated by reference in this joint information statement/proxy statement and prospectus.

The selected consolidated historical financial data of Cadence presented below contains financial measures that are not presented in accordance with U.S. generally accepted accounting principles and which have not been audited. See “Non-GAAP Financial Measures” in Cadence’s quarterly report on Form 10-Q for the quarter ended March 31, 2018 and Annual Report on Form 10-K for the year ended December 31, 2017 for a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measure.

The selected consolidated historical financial data of Cadence presented below is only a summary and not necessarily indicative of the results of future operations of Cadence or the combined company following the completion of the merger, and you should read such information together with the historical consolidated financial information contained in Cadence’s consolidated financial statements and related notes, as well as the information contained under the caption entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Cadence’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 and Cadence’s Annual Report on Form 10-K for the year ended December 31, 2017, which have been filed with the SEC and are incorporated by reference in this joint information statement/proxy statement and prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 159.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF STATE BANK

The following table summarizes certain selected consolidated historical financial data of State Bank for the periods presented. The selected historical financial data as of and for the three months ended March 31, 2018 and 2017 have been derived from State Bank’s unaudited interim consolidated financial statements, which are incorporated by reference in this joint information statement/proxy statement and prospectus. The unaudited consolidated financial statements include all adjustments, consisting only of normal recurring items, which State Bank’s management considers necessary for a fair presentation of its financial position and results of operations for these periods. The financial condition and results of operations as of and for the three months ended March 31, 2018 do not purport to be indicative of the financial condition or results of operations to be expected as of or for the fiscal year ended December 31, 2018. The unaudited consolidated financial statements as of March 31, 2018 and for the three-month periods ended March 31, 2018 and 2017, together with the notes thereto are included in State Bank’s quarterly report on Form 10-Q for the quarter ended March 31, 2018, which is incorporated by reference into this joint information statement/proxy statement and prospectus. The selected historical financial data as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 have been derived from State Bank’s audited consolidated financial statements, and State Bank’s audited consolidated financial statements as of December 31, 2017 and 2016 and for each of the years in the three-year period ended December 31, 2017 have been incorporated by reference in this joint information statement/proxy statement and prospectus.

The following table summarizes certain selected consolidated historical financial data of State Bank for the periods presented. The selected consolidated historical financial data of State Bank presented below contains financial measures that are not presented in accordance with U.S. generally accepted accounting principles, or GAAP, and which have not been audited. See “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures” in State Bank’s quarterly report on Form 10-Q for the quarter ended March 31, 2018 and Annual Report on Form 10-K for the year ended December 31, 2017 for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure.

The selected consolidated historical financial data of State Bank presented below is only a summary and not necessarily indicative of the results of future operations of State Bank or the combined company following the completion of the merger, and you should read such information together with the historical consolidated financial information contained in State Bank’s consolidated financial statements and related notes, as well as the information contained under the caption entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in State Bank’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 and State Bank’s Annual Report on Form 10-K for the year ended December 31, 2017, which have been filed with the SEC and are incorporated by reference in this joint information statement/proxy statement and prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 159.

SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

The following table shows selected unaudited pro forma condensed combined financial information about the financial condition and results of operations of Cadence giving effect to the merger, for the year ended December 31, 2017 and as of and for the three months ended March 31, 2018.

The selected unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting, adjusted from Cadence’s unaudited interim financial statements as of and for the period ended March 31, 2018 and Cadence’s audited financial statements for the year ended December 31, 2017 to give effect to the merger and the estimated acquisition accounting adjustments resulting from the merger. The unaudited pro forma combined condensed consolidated balance sheet information as of March 31, 2018 in the tables below are presented as if the merger occurred on March 31, 2018, and the unaudited pro forma combined condensed consolidated statements of income information for the three months ended March 31, 2018 and the year ended December 31, 2017 is presented as if the merger occurred on January 1, 2017.

The selected unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had Cadence and State Bank actually been combined as of the dates indicated and at the beginning of the periods presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of the combined entities, which could differ materially from those shown in this information. The selected unaudited pro forma condensed combined financial information does not reflect the benefits of expected synergies or other factors that may result as a consequence of the merger.

The selected unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information, including the notes thereto, which is included in this joint information statement/proxy statement and prospectus under “Unaudited Pro Forma Condensed Combined Financial Statements.”

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

Presented below are Cadence’s historical per share data for the year ended December 31, 2017, as derived from audited financial statements of Cadence, and the three months ended March 31, 2018, derived from the unaudited financial statements of Cadence. Also presented below are State Bank’s historical per share data for the year ended December 31, 2017, as derived from audited financial statements of State Bank, and the three months ended March 31, 2018, derived from the unaudited financial statements of State Bank. The pro forma combined per share data for the year ended December 31, 2017 and three months ended March 31, 2018 and the per equivalent State Bank share information provided in the table below is unaudited. The unaudited pro forma data and equivalent per share information give effect to the merger as if the merger had been effective on the dates presented, in the case of the book value data, and as if the merger had become effective on January 1, 2017, in the case of the earnings per share and dividends declared data. This information should be read together with the historical consolidated financial statements and related notes of Cadence and State Bank filed by each with the SEC, and incorporated by reference in this document, and with the unaudited pro forma condensed combined financial statements included under “Unaudited Pro Forma Condensed Combined Financial Statements.”

The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The unaudited pro forma financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this joint information statement/proxy statement and prospectus are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Cadence’s or State Bank’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “projections,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the merger or the bank merger, including future financial and operating results of Cadence, State Bank or the combined company following the merger, the combined company’s plans, objectives, expectations and intentions, the expected timing of the completion of the merger, financing plans and the availability of capital, the likelihood of success and impact of litigation and other statements that are not historical facts. These statements are only predictions based on Cadence’s and State Bank’s current expectations and projections about future events. There are important factors that could cause Cadence’s and State Bank’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described in the section entitled “Risk Factors” beginning on page 28.

These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. In addition to factors previously disclosed in Cadence’s and State Bank’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements:

Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond Cadence’s or State Bank’s control.

For any forward-looking statements made in this joint information statement/proxy statement and prospectus or in any documents incorporated by reference into this joint information statement/proxy statement and prospectus, Cadence and State Bank claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint information statement/proxy statement and prospectus or the date of the applicable document incorporated by reference in this joint information statement/proxy statement and prospectus. Except to the extent required by applicable law, Cadence and State Bank do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions, or events that occur after the date the forward-looking statements are made. All written and oral forward-looking statements concerning the merger or other matters addressed in this joint information statement/proxy statement and prospectus and attributable to Cadence, State Bank, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint information statement/proxy statement and prospectus.