As a bank holding company, our ability to make payments on the Notes will depend primarily
on the receipt of dividends and other distributions from Cadence Bank. There are various regulatory restrictions on the ability of Cadence Bank to pay dividends or make other distributions to us. See Risk FactorsWe are a holding company
and depend on receipt of dividends and distributions from our subsidiaries for payments of principal and interest on the Notes and Risk FactorsRegulatory guidelines may restrict our ability to pay the principal of, and accrued and
unpaid interest on, the Notes, regardless of whether we are the subject of an insolvency proceeding in this prospectus supplement.
Delivery of reports, information and documents (including, without limitation, reports contemplated in this section) to the Trustee is for
information purposes only, and the Trustees receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including our compliance with covenants
under the Indenture, Notes, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on officers certificates.
No recourse will be available for the payment of principal of, or interest on, any Note, for any claim based thereon, or otherwise in respect
thereof, against any shareholder, employee, officer or director, as such, past, present or future, of Cadence or any successor entity. Neither the Indenture nor the Notes contain any covenants or restrictions restricting the incurrence of debt,
deposits or other liability by us or by our subsidiaries. The Indenture and the Notes contain no financial covenants and do not restrict us from paying dividends, selling assets, making investments or issuing or repurchasing other securities, and do
not contain any provision that would provide protection to the holders of the Notes against a sudden and dramatic decline in credit quality resulting from a merger, takeover, recapitalization or similar restructuring or any other event involving us
or our subsidiaries that may adversely affect our credit quality.
The Notes are not savings accounts, deposits or other obligations of
Cadence Bank or any of our
non-bank
subsidiaries and are not insured or guaranteed by the FDIC or any other governmental agency or public or private insurer. The Notes are solely obligations of Cadence
Bancorporation and are neither obligations of, nor guaranteed by, any of our subsidiaries.
Interest
The Notes will bear interest (a) at an initial rate of % per annum, payable semi-annually in arrears
on and of each year (each, a fixed rate interest
payment date), commencing on , 2019, from and including the date of issuance to, but excluding,
, 2024 (the fixed rate period), or earlier redemption, and (b) thereafter and to, but excluding, the Maturity Date or the date of
earlier redemption (the floating rate period), at a floating per annum rate equal to the then-current three-month LIBOR plus basis points,
payable quarterly in arrears on , ,
and of each year (each, a floating rate interest
payment date, and together with the fixed rate interest payment dates, the interest payment dates), commencing on , 2024.
Notwithstanding the foregoing, if three-month LIBOR is less than zero, three-month LIBOR shall be deemed to be zero.
Three-month
LIBOR means, for any interest period during the floating rate period:
(i) The offered rate for deposits in U.S. dollars having a
maturity of three months that appears on the Designated LIBOR Page as of 11:00 a.m., London time, on the Reset Rate Determination Date related to such interest period. If no such rate so appears, three-month LIBOR for such interest period will be
determined in accordance with the provisions described in clause (ii) or clause (iii) below.
(ii) If such rate does not appear
on such page at such time, then the Calculation Agent will request the principal London office of each of four major reference banks in the London interbank market, selected by Cadence for this purpose and whose names and contact information will be
provided by Cadence to the
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