As filed with the Securities and Exchange Commission on January 22, 2020

Registration No.          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BANCPLUS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Mississippi		6022		64-0655312
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1068 Highland Colony Parkway

Ridgeland, MS 39157

(601) 898-8300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

William A. Ray

President and Chief Executive Officer

BancPlus Corporation

1068 Highland Colony Parkway

Ridgeland, MS 39157

(601) 898-8300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Michael D. Waters Alexandra C. Layfield Craig N. Landrum Jones Walker LLP 190 East Capitol Street, Suite 800 Jackson, MS 39201 (601) 949-4973		C. Phillip Buffington Jr. W. David Johnson Adams and Reese LLP 1018 Highland Colony Parkway, Suite 800 Ridgeland, MS 39157 (601) 353-3234

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement and the satisfaction or waiver of all other conditions to the proposed merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 143-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price(2)		Amount of registration fee(2)
Common stock, par value $1.00 per share		2,455,655(1)		N/A		$114,020,140		$14,800

(1)

Represents the number of shares of common stock of BancPlus Corporation (“BancPlus”), par value $1.00 per share (“BancPlus common stock”), estimated to be issuable upon completion of the proposed share exchange and merger of State Capital Corp. (“SCC”) with and into BancPlus described herein, based on the product of 3,506,815 shares of Class A common stock of SCC, $1.25 par value per share (“SCC Class A common stock”), and 26,502 shares of Class B common stock of SCC, $1.25 par value per share (“SCC Class B common stock” and, together with SCC Class A common stock “SCC common stock”) estimated to be outstanding at the time of the transaction, multiplied by the exchange ratio of 0.6950 of a share of BancPlus common stock for each share of SCC common stock.

(2)

Estimated solely for the purpose of determining the registration fee required by Section 6(b) of the Securities Act of 1933 (the “Securities Act”), and calculated registration fee pursuant to Rule 457(f)(2) of the Securities Act by: (i) multiplying $32.27, the book value per share of SCC common stock as of December 31, 2019, the latest practicable date prior to the date of filing this Registration Statement on Form S-4, times 3,533,317 shares, the number of shares of SCC common stock outstanding. SCC is a private company and no public market exists for its equity securities. Pursuant to Rule 416, this Registration Statement on Form S-4 also covers an indeterminate number of shares as may become issuable as a result of stock splits, stock dividends, or similar transactions.

(3)	Determined in accordance with Section 6(b) of the Securities Act, as amended, at a rate equal to $129.80 per $1,000,000 of the proposed maximum aggregate offering price.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement on Form S-4 shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell nor shall there be any sale of these securities in any jurisdiction in which such offer or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

 

PRELIMINARY—SUBJECT TO COMPLETION—DATED                , 2020

Proxy Statement / Prospectus

 

 

SHARE EXCHANGE AND MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear shareholders of State Capital Corp.:

On September 19, 2019, BancPlus Corporation (“BancPlus”) and State Capital Corp. (“SCC”) announced the execution of an agreement and plan of share exchange and merger (the “definitive agreement”) pursuant to which BancPlus will acquire SCC by a statutory share exchange (the “share exchange” and together with the mergers (as defined below, the “transaction”). Immediately thereafter SCC will merge with and into BancPlus, with BancPlus continuing as the surviving corporation (the “holdco merger”). Following the holdco merger, State Bank and Trust Company (“SBT”), SCC’s wholly-owned subsidiary, will merge with and into BankPlus, BancPlus’ wholly-owned subsidiary, with BankPlus continuing as the surviving bank corporation (the “subsidiary merger” and, together with the holdco merger, the “mergers”). The combined company, which will retain the BancPlus name, is expected to have approximately $4.1 billion in assets and operate 79 branches across Mississippi, Alabama and Louisiana.

The shares of SCC and BancPlus common stock are not currently traded publicly on any organized market. While BancPlus is not currently a public company, effective at the closing of the transaction it will be subject to the information and periodic reporting requirements of the Section 15(d) of the Exchange Act.

If the share exchange is completed, holders of Class A common stock of SCC, $1.25 par value per share (“SCC Class A common stock”), and Class B common stock of SCC, $1.25 par value per share (“SCC Class B common stock” and, together with SCC Class A common stock, “SCC common stock”), will be entitled to receive 0.6950 of a share of BancPlus common stock, par value $1.00 per share (“BancPlus common stock”), subject to the payment of cash in lieu of fractional shares, for each share of SCC common stock held immediately prior to the share exchange. Shares of BancPlus common stock currently outstanding will continue to be held by BancPlus shareholders without change. BancPlus expects to issue a total of 2,455,655 shares of its common stock in the share exchange.

At the special meeting of SCC shareholders to be held on                , 2020 at 618 Crescent Boulevard, Suite 100, Ridgeland, Mississippi 39157 (the “SCC special meeting”), holders of SCC Class A common stock will be asked to vote (1) to approve the definitive agreement and the transactions contemplated thereby (the “SCC share exchange proposal”) (2) to approve certain payments to be made to Kirk A. Graves if the transaction is completed, so that these payments are not subject to Section 280G (“Section 280G”) of the Internal Revenue Code, as amended (the “Graves 280G proposal”), (3) to approve certain payments to be made to H. Owen Carty if the transaction is completed, so that these payments are not subject to Section 280G (the “Carty 280G proposal”), (4) to approve certain payments to be made to Gerald L. Taylor if the transaction is completed, so that these payments are not subject to Section 280G (the “Taylor 280G proposal”), (5) to approve certain payments to be made to Lee B. Seago if the transaction is completed, so that these payments are not subject to Section 280G (the “Seago 280G proposal” and, together with the Graves 280G proposal, the Carty 280G proposal, and the Taylor 280G proposal, the “280G proposals”), and (6) to approve adjournments of the SCC special meeting, if necessary or appropriate, to solicit additional proxies in favor of the approval of the SCC share exchange proposal (the “SCC adjournment proposal”). Holders of SCC Class B common stock are entitled to vote only on the SCC share exchange proposal and are not entitled to vote on the 280G proposals or the SCC

adjournment proposal. Approval of the share exchange proposal requires the affirmative vote of (i) a majority of all votes cast by the holders of shares of SCC Class A common stock, present in person or by proxy and entitled to vote at the SCC special meeting, voting as a separate class and (ii) a majority of all votes cast by the holders of shares of SCC Class B common stock, present in person or by proxy and entitled to vote at the SCC special meeting, voting as a separate class. Approval of each of the 280G proposals requires the affirmative vote of the holders of more than 75% of the outstanding shares of SCC Class A common stock, excluding shares held by “disqualified individuals,” as defined under Section 280G (referring to Messrs. Graves, Carty, Taylor and Seago) and their related shareholders (collectively, “ineligible shareholders”). Approval of the SCC adjournment proposal requires the majority of all votes cast by the holders of SCC Class A common stock, present and entitled to vote at the SCC special meeting. In order to conduct voting on each proposal, a quorum for purposes of the relevant proposal must be present at the SCC special meeting.

The SCC board of directors unanimously recommends that SCC shareholders vote “FOR” the SCC share exchange proposal and, as applicable, “FOR” each 280G proposal and “FOR” the SCC adjournment proposal, except that Messrs. Graves and Carty have abstained from the recommendations with respect to the 280G proposals due to their conflicting interests.

Your vote is very important. Regardless of whether or not you plan to attend the SCC special meeting, please take the time to vote your shares in accordance with the instructions contained in this proxy statement/prospectus and return it to SCC, 618 Crescent Boulevard, Suite 100, Ridgeland, MS 39157, Attention: Penny Canterbury prior to the SCC special meeting. Any SCC shareholder entitled to vote in person at the SCC special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence of a SCC shareholder at the SCC special meeting will not constitute revocation of a previously given proxy.

This proxy statement/prospectus, which serves as a proxy statement for the SCC special meeting and a prospectus for the shares of BancPlus common stock to be issued in the transaction to SCC shareholders, describes the SCC special meeting, the transaction, the definitive agreement and the other documents related to the transaction and other related matters.

Please carefully read this entire proxy statement/prospectus, including “Risk Factors” beginning on page 41 for a discussion of the risks relating to the transaction and owning BancPlus common stock after the transaction.

 

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, nor any state securities commission or other bank regulatory agency has approved or disapproved of the transaction or the BancPlus common stock to be issued under this proxy statement/prospectus or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The shares of BancPlus common stock to be issued in the transaction are not savings or deposit accounts or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying proxy statement/prospectus is dated                , 2020 and is first being mailed to the shareholders of SCC on or about                , 2020.

 

 

NOTICE OF SPECIAL MEETING OF SCC SHAREHOLDERS

To be held on                 , 2020

To the shareholders of State Capital Corp.:

On                , 2020, State Capital Corp. (“SCC”) will hold a Special Meeting of Shareholders at 618 Crescent Boulevard, Suite 100, Ridgeland, Mississippi 39157 at                 , local time (the “SCC special meeting”), to consider and vote upon the following matters:

 

•

a proposal to approve the agreement and plan of share exchange and merger, dated as of September 18, 2019 (as it may be amended from time to time, the “definitive agreement”), by and among BancPlus Corporation (“BancPlus”), BankPlus (“BankPlus”), SCC and State Bank and Trust Company (“SBT”), pursuant to which BancPlus will acquire SCC by a statutory share exchange (the “share exchange”). Immediately thereafter, SCC will merge with and into BancPlus (the “holdco merger”) and SBT will merge with and into BankPlus (the “subsidiary merger” and, together with the holdco merger, the “mergers”), as more fully described in the attached proxy statement/prospectus (the “SCC share exchange proposal”); and

 

•

a proposal to approve the payments that Kirk A. Graves is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC so as to render the “parachute payment” provisions of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended, inapplicable to such payments, which we refer to as the “Graves 280G proposal”;

 

•

a proposal to approve the payments that H. Owen Carty is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC so as to render the “parachute payment” provisions of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended, inapplicable to such payments, which we refer to as the “Carty 280G proposal”

 

•

a proposal to approve the payments that Gerald L. Taylor is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC so as to render the “parachute payment” provisions of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended, inapplicable to such payments, which we refer to as the “Taylor 280G proposal”

 

•

a proposal to approve the payments that Lee B. Seago is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC so as to render the “parachute payment” provisions of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended, inapplicable to such payments, which we refer to as the “Seago 280G proposal” and, together with the Graves 280G proposal, the Carty 280G proposal, and the Taylor 280G proposal, the “280G proposals”;

 

•

a proposal to approve the adjournment of the SCC special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the SCC special meeting to approve the SCC share exchange proposal (the “SCC adjournment proposal”); and

•

any other business properly brought before the SCC special meeting or any adjournment or postponement thereof.

Holders of SCC Class A common stock (as defined below) are entitled to vote on each of the SCC share exchange proposal, the 280G proposals, and the SCC adjournment proposal. Holders of SCC Class B common stock (as defined below) are entitled to vote only on the SCC share exchange proposal and are not entitled to vote on the 280G proposals SCC adjournment proposal.

The SCC board of directors (the “SCC board”) has fixed the close of business on                , 2020 as the record date (the “record date”) for the SCC special meeting. Only SCC shareholders of record at that time are entitled to notice of and to vote at the SCC special meeting or any adjournment or postponement of the SCC special meeting. Approval of the share exchange proposal requires the affirmative vote of (i) a majority of all votes cast by the holders of shares of SCC Class A common stock, present in person or by proxy and entitled to vote at the SCC special meeting, voting as a separate class and (ii) a majority of all votes cast by the holders of shares of SCC Class B common stock, present in person or by proxy and entitled to vote at the SCC special meeting, voting as a separate class. Approval of each of the 280G proposals requires the affirmative vote of holders of more than 75% of the outstanding shares of SCC Class A common stock, excluding shares held by “disqualified individuals,” as defined under Section 280G (referring to Messers. Graves, Carty, Taylor and Seago) and their related shareholders (collectively, “ineligible shareholders”). IF YOU ARE AN “INELIGIBLE SHAREHOLDER,” A SEPARATE NOTICE OF YOUR STATUS HAS BEEN DELIVERED TO YOU AT THE SAME TIME AS THE DELIVERY TO YOU OF THIS PROXY STATEMENT/PROSPECTUS. AS AN INELIGIBLE SHAREHOLDER, YOUR VOTE (WHETHER IN FAVOR OR IN OPPOSITION) ON EACH OF THE 280G PROPOSALS WILL BE DISREGARDED. Approval of the SCC adjournment proposal requires a majority of all votes cast by the holders of SCC Class A common stock, present and entitled to vote at the SCC special meeting. In order to conduct voting on each proposal, a quorum for purposes of the relevant proposal must be present at the SCC special meeting.

Your vote is very important. We cannot complete the share exchange and mergers (collectively, the “transaction”) unless SCC’s shareholders approve the SCC share exchange proposal. Whether or not you plan to attend the SCC special meeting, please submit your proxy with voting instructions as soon as possible. To mail your proxy, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, postage-paid envelope. This will not prevent you from voting in person if you are the holder of record of shares of SCC Class A common stock, $1.25 par value per share (“SCC Class A common stock”) or SCC Class B common stock, $1.25 par value per share (“SCC Class B common stock” and, together with SCC Class A common stock, “SCC common stock”), but it will help to secure a quorum and avoid added solicitation costs. Any holder of record of SCC common stock who is present at the SCC special meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing at any time before the SCC special meeting in the manner described in the accompanying proxy statement/prospectus.

The attached proxy statement/prospectus provides a detailed description of the SCC special meeting, the transaction, the 280G proposals, the definitive agreement and the other documents related to the transaction and other related matters, and includes the complete text of the definitive agreement as Annex A. We urge you to read the attached materials carefully for a complete description of the definitive agreement and the transaction. The accompanying proxy statement/prospectus forms a part of this notice.

SCC shareholders are entitled to “appraisal rights” under Mississippi law. If you wish, you may exercise these appraisal rights and obtain a cash payment for the “fair value” of your shares rather than receive the share exchange consideration described in this proxy statement/prospectus. To exercise appraisal rights, you must (1) deliver to SCC, before the SCC special meeting, written notice of your intention to demand payment for your shares of SCC common stock if the transaction is completed; and (2) not vote in favor of the adoption and approval of the definitive agreement (or “FOR” the SCC share exchange proposal), and (3) strictly comply with all of the other applicable requirements of the Mississippi appraisal rights statute, which are summarized in the accompanying proxy statement/prospectus under the heading “Appraisal Rights of SCC Shareholders.” In

addition, a copy of the Mississippi statute governing appraisal rights is attached as Annex C to this proxy statement/prospectus. A vote against the transaction will not, by itself, satisfy the notice requirements with respect to asserting appraisal rights.

The SCC board has unanimously adopted and approved the definitive agreement and determined that the definitive agreement and the transaction contemplated thereby are advisable and in the best interests of SCC and its shareholders. The SCC board unanimously recommends that SCC shareholders vote “FOR” the SCC share exchange proposal and, as applicable, “FOR” each 280G proposal (although Messrs. Graves and Carty have abstained from the recommendations with respect to the 280G proposals due to their conflicting interests), and “FOR” the SCC adjournment proposal.

 

		By: State Capital Corp.
Date:                      , 2020
		Stewart Brumfield
		Chairman

TABLE OF CONTENTS

 

ABOUT THIS DOCUMENT			ii
QUESTIONS AND ANSWERS			1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			9
SUMMARY			12
SELECTED HISTORICAL FINANCIAL DATA OF BANCPLUS			21
SELECTED HISTORICAL FINANCIAL DATA OF SCC			27
UNAUDITED SELECTED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			32
COMPARATIVE PER SHARE DATA			39
COMPARATIVE MARKET PRICES AND DIVIDEND INFORMATION			40
RISK FACTORS			41
SCC SPECIAL MEETING			78
THE SCC PROPOSALS			82
THE TRANSACTION			93
THE DEFINITIVE AGREEMENT			120
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION			136
DESCRIPTION OF BANCPLUS CAPITAL STOCK			140
COMPARISON OF THE RIGHTS OF SHAREHOLDERS OF BANCPLUS AND SCC			145
APPRAISAL RIGHTS OF SCC SHAREHOLDERS			152
ABOUT BANCPLUS CORPORATION			156
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BANCPLUS			200
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT OF BANCPLUS			236
ABOUT STATE CAPITAL CORP.			238
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SCC			241
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT OF SCC			267
EXPERTS			268
LEGAL MATTERS			268
SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS			269
WHERE YOU CAN FIND MORE INFORMATION			270
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1
ANNEXES
ANNEX A—The Definitive Agreement			A-1
ANNEX B—Opinion of SCC’s Financial Advisor			B-1
ANNEX C—Appraisal Rights Statute			C-1

 

i

ABOUT THIS DOCUMENT

This proxy statement/prospectus references important business and financial information about State Capital Corp. and BancPlus from documents that are not included in or delivered with this proxy statement/prospectus. See “Where You Can Find More Information.” This information is available to you without charge upon your written or oral request. You can obtain documents referenced in this proxy statement/prospectus by requesting them in writing or by telephone from either of State Capital Corp. or BancPlus, as applicable:

 

State Capital Corp. 618 Crescent Boulevard, Suite 100 Ridgeland, MS 39157 (662) 451-1231 Attention: Penny Canterbury		BancPlus Corporation 1068 Highland Colony Parkway Ridgeland, MS 39157 (601) 898-8300 Attention: Ann Southerland

To obtain timely delivery, you must request information no later than five business days before the date you must make your investment decision. In order to receive timely delivery of requested documents in advance of the SCC special meeting, your request should be received no later than                , 2020.

You should rely only on the information contained in this proxy statement/prospectus, including annexes hereto and exhibits to the registration statement on Form S-4 of which this proxy statement/prospectus forms a part. No one has been authorized to provide you with any different or inconsistent information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This proxy statement/prospectus may be used only for the purpose for which it has been prepared.

This proxy statement/prospectus is dated                , 2020, and you should assume that the information in this proxy statement/prospectus is accurate only as of such date or such other date as is specified. Neither the mailing of this proxy statement/prospectus to the shareholders of SCC nor the issuance by BancPlus of shares of BancPlus common stock, par value $1.00 per share (“BancPlus common stock”), in connection with the transaction will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding BancPlus has been provided by BancPlus, and information contained in this proxy statement/prospectus regarding SCC has been provided by SCC.

For additional information, see “Where You Can Find More Information.”

 

ii

QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the SCC special meeting and the transaction. We urge you to read carefully the remainder of this proxy statement/prospectus (including the risk factors beginning on page 41) because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus and exhibits to the registration statement on Form S-4 of which this proxy statement/prospectus forms a part.

Unless otherwise indicated or unless the context requires otherwise, references in this proxy statement/prospectus to “BancPlus” mean BancPlus Corporation, references to “SCC” mean State Capital Corp., and references to “we,” “our” or “us” mean BancPlus and SCC, taken together.

Q: Who is soliciting my proxy?

A: The SCC board, on behalf of SCC, is soliciting your proxy to vote your shares of SCC common stock on the SCC share exchange proposal and, as applicable, your shares of SCC class A common stock on the 280G proposals (except, with respect to the 280G proposals, ineligible shareholder) (as defined herein)) and the SCC adjournment proposal at the SCC special meeting, whether or not you attend in person. By signing, dating and returning your proxy card, you are authorizing the proxy holder to vote your shares of SCC common stock at the SCC special meeting.

Q: What are SCC shareholders being asked to vote on?

A: Holders of SCC Class A common stock are being asked to vote on the following proposals:

 

•

the approval of the definitive agreement, pursuant to which BancPlus and SCC will consummate the transaction (the “SCC share exchange proposal”);

 

•

the approval of the payments that Kirk A. Graves is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC, so as to render the “parachute payment” provisions of Section 280G, including the regulations promulgated thereunder, inapplicable to such payments (the “Graves 280G proposal”);

 

•

the approval of the payments that H. Owen Carty is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC, so as to render the “parachute payment” provisions of Section 280G, including the regulations promulgated thereunder, inapplicable to such payments (the “Carty 280G proposal”);

 

•

the approval of the payments that Gerald L. Taylor is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC, so as to render the “parachute payment” provisions of Section 280G, including the regulations promulgated thereunder, inapplicable to such payments (the “Taylor 280G proposal”);

 

•

the approval of the payments that Lee B. Seago is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC, so as to render the “parachute payment” provisions of Section 280G, including the regulations promulgated thereunder, inapplicable to such payments (the “Seago 280G proposal” and, together with the Graves 280G proposal, the Carty 280G proposal and Taylor 280G proposal, the “280G proposals”); and

 

•

the approval of the adjournment of the SCC special meeting, if necessary or appropriate, to solicit additional proxies in favor of the approval of the SCC share exchange proposal (the “SCC adjournment proposal”).

 

1

Holders of SCC Class B common stock are being asked to vote only on the SCC share exchange proposal. Messrs. Graves, Carty, Taylor and Seago and their related shareholders (collectively, “ineligible shareholders”) may not vote on the 280G proposals. Any votes received from an ineligible shareholder on the 280G proposals will be disregarded.

In the transaction, BancPlus will acquire SCC by statutory share exchange, and SCC will merge with and into BancPlus, with BancPlus being the surviving corporation. Immediately thereafter, SCC Bank will then merge with and into BancPlus Bank, with BancPlus Bank being the surviving banking corporation. Approval of the 280G proposals is not a condition to the transaction.

Q: What will SCC shareholders receive in the transaction?

A: If the share exchange is completed, in exchange for each share of SCC common stock held immediately prior to the share exchange, SCC shareholders (other than SCC shareholders who exercise and maintain their appraisal rights under Mississippi law) will receive 0.6950 (the “exchange ratio”) of a share of BancPlus common stock, subject to the payment of cash in lieu of fractional shares (the “share exchange consideration”).

Q: Will the ownership percentages and voting interests of SCC shareholders be reduced after the transaction?

A: Yes. SCC shareholders who hold shares of SCC Class A common stock currently have the right to vote in the election of the members of the SCC board and on other matters affecting SCC. Upon the completion of the transaction, each SCC shareholder will be a shareholder of BancPlus with a percentage ownership of BancPlus that is much smaller than such shareholder’s current percentage ownership of SCC. It is currently expected that the former shareholders of SCC as a group will receive shares in the share exchange constituting approximately 24.3% of the outstanding shares of BancPlus’ common stock immediately after the transaction. Accordingly, former SCC shareholders who held SCC Class A common stock will have significantly less influence on the management and policies of BancPlus than they now have on the management and policies of SCC.

Q: Will the payments to Messrs. Graves, Carty, Taylor and Seago that are subject to the 280G proposals affect the amount of share exchange consideration to be paid to SCC shareholders?

A. No. The outcome of the vote on the 280G proposals, whether approval or not, will not affect the amount of the share exchange consideration that an SCC shareholder will receive if the share exchange is completed. In addition, approval of the 280G proposals is not a condition to the completion of the transaction.

Q: What does the SCC board recommend?

A: The SCC board unanimously recommends that you vote to approve the SCC share exchange proposal and, as applicable, to approve the Graves 280G proposal, to approve the Carty 280G proposal, to approve the Taylor 280G proposal, to approve the Seago 280G proposal and to approve the SCC adjournment proposal, except that Messrs. Graves and Carty abstained from the recommendations with respect to the 280G proposals due to their conflicting interests.

Q: When and where is the SCC special meeting?

A: The SCC special meeting will be held on                 , 2020, at 618 Crescent Boulevard, Suite 100, Ridgeland, Mississippi 39157 at                 , local time.

 

2

Q: What constitutes a quorum for the SCC special meeting?

A: The presence of the holders of a majority of the outstanding shares of each of the SCC Class A common stock and SCC Class B common stock eligible to vote at the SCC special meeting, taken each as a separate class, represented in person or by proxy, will constitute a quorum of each voting group for the share exchange proposal. The presence of the holders of a majority of the outstanding shares of the SCC Class A common stock eligible to vote at the SCC special meeting, represented in person or by proxy, will constitute a quorum for the 280G proposals and the SCC adjournment proposal.

Q: What is the vote required to approve each proposal at the SCC special meeting?

A: The votes required for the approval of each proposal are listed below. All matters properly brought before the SCC special meeting will be decided by the majority of votes cast (which means that the number of shares voted for the proposal exceeds the number of shares voted against).

 

Proposal		Voting Options		Vote Required to Adopt the Proposal		Effect of Abstentions
1. Approval of the definitive agreement, pursuant to which BancPlus and SCC will consummate the transaction (the SCC share exchange proposal)		For, against or abstain		Majority of votes cast by holders of SCC Class A common stock and SCC Class B common stock, with each class voting as a separate group		No effect
2. Approval of the payments that Kirk A. Graves is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC, so as to render the “parachute payment” provisions of Section 280G inapplicable to such payments (the Graves 280G proposal)		For, against or abstain		Affirmative vote of more than 75% of the outstanding shares of Class A SCC common stock, excluding shares held by ineligible shareholders		Vote against
3. Approval of the payments that H. Carty Owen is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC, so as to render the “parachute payment” provisions of Section 280G inapplicable to such payments (the Carty 280G proposal)		For, against or abstain		Affirmative vote of more than 75% of the outstanding shares of Class A SCC common stock, excluding shares held by ineligible shareholders		Vote against

 

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Proposal		Voting Options		Vote Required to Adopt the Proposal		Effect of Abstentions
4. Approval of the payments that Gerald L. Taylor is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC, so as to render the “parachute payment” provisions of Section 280G inapplicable to such payments (the Taylor 280G proposal)		For, against or abstain		Affirmative vote of more than 75% of the outstanding shares of Class A SCC common stock, excluding shares held by ineligible shareholders		Vote against
5. Approval of the payments that Lee B. Seago is entitled to receive from SCC upon the completion of the transaction pursuant to his employment agreement and other compensatory arrangements with SCC, so as to render the “parachute payment” provisions of Section 280G inapplicable to such payments (the Seago 280G proposal)		For, against or abstain		Affirmative vote of more than 75% of the outstanding shares of Class A SCC common stock, excluding shares held by ineligible shareholders		Vote against
6. Approval of the adjournment of the SCC special meeting, if necessary or appropriate, to solicit additional proxies in favor of the approval of the SCC share exchange proposal (the SCC adjournment proposal)		For, against or abstain		Majority of votes cast by holders of SCC Class A common stock		No effect

Holders of SCC Class A common stock are entitled to vote on each of the SCC share exchange proposal, the 280G proposals (except, with respect to the 280G proposals, ineligible shareholders) and the SCC adjournment proposal. Holders of SCC Class B common stock are entitled to vote only on the SCC share exchange proposal and are not entitled to vote on the 280G proposals or the SCC adjournment proposal.

Messrs. Graves, Carty, Taylor and Seago and their related shareholders (collectively, “ineligible shareholders”) may not vote on the 280G proposals. Any votes received from an ineligible shareholder on the 280G proposals will be disregarded. For purposes of Section 280G, the term “ineligible shareholder” includes each individual whose payments are subject to the vote, his or her parents, children and grandchildren, and certain entities in which he or she has a direct or indirect ownership interest. If you are an “ineligible shareholder,” a separate notice concerning your status has been mailed to you at the same time as the delivery to you of your copy of the proxy statement/prospectus. As an ineligible shareholder, any vote (whether in favor or in opposition) that you cast on the 280G proposals will be disregarded.

 

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Q: What happens if SCC shareholders do not approve one or more of the 280G proposals?

A: Each of Messrs. Graves, Carty, Taylor and Seago has executed a substantially identical waiver. In the event the SCC share exchange proposal is approved, but the requisite approval for any of the 280G proposals is not obtained, the waivers would operate to limit amounts payable in connection with the consummation of the transaction to three times an affected executive’s “base amount” (as determined in accordance with Section 280G) less $1.00, which we refer to as the “safe harbor amount.”

Q: How many votes may I cast?

A: For each proposal on which you are entitled to vote, you may cast one vote for every share of SCC common stock that you owned on                , 2020, the record date for determining the shareholders entitled to vote at the SCC special meeting. Holders of SCC Class A common stock are entitled to vote on each of the SCC share exchange proposal, the 280G proposals and the SCC adjournment proposal. Holders of SCC Class B common stock are entitled to vote only on the SCC share exchange proposal and are not entitled to vote on the 280G proposals or the SCC adjournment proposal.

Q: How many shares are eligible to vote?

A: As of the record date, SCC had                 shares of SCC Class A common stock outstanding, each of which is entitled to one vote on each of the SCC share exchange proposal, the 280G proposals and the SCC adjournment proposal except for                      shares of SCC Class A common stock held by ineligible shareholders who may not vote on the 280G proposals. As of the record date, SCC had                shares of SCC Class B common stock outstanding, each of which is entitled to one vote on the SCC share exchange proposal. Holders of SCC Class B common stock are not entitled to vote on the 280G proposals or the SCC adjournment proposal.

Q: What do SCC shareholders need to do now?

A: If you are an SCC shareholder of record, after you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares of SCC common stock, indicate on your proxy card how you want your shares to be voted with respect to each proposal on which you are entitled to vote. Holders of SCC Class A common stock are entitled to vote on each of the SCC share exchange proposal, the 280G proposals (except, with respect to the 280G proposals, ineligible shareholders) and the SCC adjournment proposal. Holders of SCC Class B Common Stock are entitled to vote only on the SCC share exchange proposal and are not entitled to vote on the 280G proposals or the SCC adjournment proposal.

When complete, please sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Submitting your proxy by mail will ensure that your shares are represented and voted at the SCC special meeting. Your proxy must be received prior to the SCC special meeting on                 , 2020 in order to be counted. If you would like to attend the SCC special meeting, see “Can I attend the SCC special meeting and vote my shares in person?” below.

If SCC common stock is allocated to your accounts maintained in the State Bank & Trust Company Employee Stock Ownership Plan (the “SCC ESOP”), see “What if hold my SCC common stock through the SCC ESOP?” below.

Q: Why is my vote important?

A: If you are an SCC shareholder and you fail to vote by proxy or in person at the SCC special meeting, your shares will not be counted as present for the purpose of determining the presence of a quorum for the SCC special meeting, and it will be more difficult for SCC to obtain the necessary quorum to hold the SCC special meeting to approve the SCC share exchange proposal.

 

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Q: What if I abstain from voting?

A: If you are an SCC shareholder and you either submit a proxy card or attend the SCC special meeting, but affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the SCC special meeting, but will not be voted on the SCC share exchange proposal the 280G proposals (assuming you are not an ineligible shareholder) or the SCC adjournment proposal, if you are a holder of SCC Class A common stock, and will not be voted on the SCC share exchange proposal, if you are a holder of SCC Class B common stock. However, because approval of the SCC share exchange proposal requires the affirmative vote of (i) a majority of all votes cast by the holders of shares of SCC Class A common stock, present in person or by proxy and entitled to vote at the SCC special meeting, voting as a separate class and (ii) a majority of all votes cast by the holders of shares of SCC Class B common stock, present in person or by proxy and entitled to vote at the SCC special meeting, voting as a separate class, an abstention will have no effect on the vote to approve the SCC share exchange proposal since an abstention is not a vote cast.

Because approval of each of the 280G proposals requires the affirmative vote of the holders of a majority or more than 75%, respectively, of the outstanding shares of SCC Class A common stock, excluding shares held by ineligible shareholders, an abstention or a broker non-vote will have the same effect as a vote against the approval of each of the 280G proposals.

Because approval of the SCC adjournment proposal requires the affirmative vote of a majority of all votes cast by the holders of SCC Class A common stock, present and entitled to vote at the SCC special meeting, an abstention by a holder of shares of SCC Class A common stock will have no effect on the vote to approve the SCC adjournment proposal since an abstention is not a vote cast. Holders of SCC Class B common stock are not entitled to vote on the SCC adjournment proposal.

Q: What if I hold my SCC common stock through the SCC ESOP?

A: If SCC common stock is allocated to your accounts maintained in the SCC ESOP, you are entitled to vote the shares allocated to your plan accounts on the record date, whether or not the shares are vested. You vote your shares by providing instructions to the plan’s trustee, who will act as your proxy and vote the shares on your behalf, as directed. If you fail to provide voting instructions to the trustee, the trustee will vote the shares on your behalf as directed by the plan’s administrative committee. The trustee will vote unallocated shares, if any, as directed by the plan’s administrative committee.

Q: Can I attend the SCC special meeting and vote my shares in person?

A: Yes. If you are an SCC shareholder of record, you are invited to attend the SCC special meeting. SCC shareholders of record as of the record date can vote in person at the SCC special meeting. If you choose to vote in person at the SCC special meeting, you should bring the enclosed proxy card and proof of identity. SCC reserves the right to refuse admittance to anyone without proper proof of ownership or proof of identity.

Everyone who attends the SCC special meeting must abide by the rules of conduct of the SCC special meeting, which will be printed on the SCC special meeting agenda. At the appropriate time during the SCC special meeting, the shareholders present will be asked whether anyone wishes to vote in person. You should raise your hand at this time to receive a ballot to record your vote. Even if you plan to attend the SCC special meeting, we encourage you to vote by mail so your vote will be counted if you later decide not to attend the SCC special meeting.

Q: If I am an SCC shareholder, can I change or revoke my proxy?

A: Yes. If you are an SCC shareholder of record, you may revoke any proxy at any time before it is voted in any of the following ways: (1) by personally attending and choosing to vote in person at the SCC special meeting or

 

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by giving notice of revocation of the proxy at the SCC special meeting; (2) delivering written notice of revocation to SCC; or (3) delivering a duly executed proxy bearing a later date by mail. SCC shareholders must send any written notice of revocation to State Capital Corp., 618 Crescent Boulevard, Suite 100, Ridgeland, MS 39157, Attention: Penny Canterbury.

Any SCC shareholder entitled to vote in person at the SCC special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence of an SCC shareholder at the SCC special meeting will not constitute revocation of a previously given proxy.

If your SCC common stock is held through the SCC ESOP, you should follow the instructions of the plan’s trustee.

Q: What happens if the SCC special meeting is postponed or adjourned?

A: Unless a new record date is fixed, your proxy will be valid and may be voted at the SCC special meeting, whether postponed or adjourned. You will still be able to change or revoke your proxy until the SCC special meeting is held.

Q: What are the material United States federal income tax consequences of the transaction to SCC shareholders?

A: The transaction will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1996, as amended (“Code”). In connection with the filing of the registration statement on Form S-4 of which this proxy statement/prospectus is a part, Jones Walker LLP (“Jones Walker”), counsel to BancPlus, has delivered to BancPlus, and Adams and Reese LLP (“Adams and Reese”), counsel to SCC, has delivered to SCC, their respective opinions that, for United States federal income tax purposes, subject to the limitations, assumptions and qualifications described in “Material United States Federal Income Tax Consequences of the Transaction,” the transaction will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. Additionally, it is a condition to BancPlus’ and SCC’s obligations to complete the transaction that they each receive a tax opinion, dated as of the closing date of the transaction, that the transaction will be treated for United States federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, if you are a U.S. holder (as defined in “Material United States Federal Income Tax Consequences of the Transaction”) of SCC common stock, you generally will not recognize any gain or loss for U.S. federal income tax purposes upon your exchange of shares of SCC common stock for shares of BancPlus common stock in the transaction. However, you generally will recognize gain for U.S. federal income tax purposes in connection with your exchange of shares of SCC common stock for cash, upon your exercise of appraisal rights or for cash received in lieu of fractional shares of BancPlus common stock. Notwithstanding the foregoing, your tax treatment will depend on your specific situation and many variables not within BancPlus’ or SCC’s control. See “Material United States Federal Income Tax Consequences of the Transaction” for additional information.

Q: Do SCC shareholders have appraisal rights?

A: Yes. If you are a holder of shares of SCC common stock and if you follow the procedures prescribed by Mississippi law, you may exercise your appraisal rights and receive the “fair value” of your SCC common stock in cash rather than receive the share exchange consideration payable in the transaction. If you follow these procedures, you will not receive the share exchange consideration. Instead, the fair value of your SCC common stock, determined in the manner prescribed by Mississippi law, will be paid to you in cash. That amount could be more or less than the share exchange consideration. Additionally, holders will recognize gain or loss for United States federal income tax purposes on such an exchange of SCC common stock for cash pursuant to these appraisal rights procedures. For a more complete description of these appraisal rights, see “Appraisal Rights of SCC Shareholders” and Annex C to this proxy statement/prospectus, which contains a copy of Article 13 of the Mississippi Business Corporation Act (the “MBCA”), which governs appraisal rights under Mississippi law.

 

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Q: Should I send in my SCC stock certificates now?

A: No. You should not send in your SCC stock certificates at this time. After completion of the transaction, BancPlus will cause instructions to be sent to you regarding the process for exchanging SCC stock certificates for the share exchange consideration and cash to be paid in lieu of a fractional share of BancPlus common stock. The shares of BancPlus common stock that SCC shareholders will receive in the transaction as stock consideration will be issued in book-entry form. Please do not send in your stock certificates with your proxy card. If your shares are held in the SCC ESOP, you do not need to take any action; the plan’s trustee will exchange the certificates held in the SCC ESOP and receive the share exchange consideration, which will be allocated to your plan accounts.

Q: Whom can I contact if I cannot locate my SCC stock certificate(s)?

A: If you are unable to locate your original SCC stock certificate(s), you should contact Penny Canterbury at State Capital Corp., at:

State Capital Corp.

618 Crescent Boulevard, Suite 100

Ridgeland, MS 39157

Attn: Penny Canterbury

Phone: (662) 451-1231

Email: Penny.Canterbury@StateBank1898.com

Q: When do you expect to complete the transaction?

A: We currently expect to complete the transaction during the first half of 2020. However, we cannot assure you when or if the transaction will occur. We must, among other things, first obtain the approval SCC shareholders at the SCC special meeting and the required regulatory approvals described below in “The Transaction—Regulatory and Third Party Approvals Required for the Transaction.”

Q: What happens if the transaction is not completed?

A: If the transaction is not completed, SCC shareholders will not receive any consideration for their shares of SCC common stock. Instead, SCC will remain an independent company. In addition, if the definitive agreement is terminated in certain circumstances, SCC may be required to pay a termination fee to BancPlus. See “The Definitive Agreement – Termination Fee,” for a complete discussion of the circumstances under which a termination fee would be paid.

Q: Whom should I contact with questions?

A: SCC shareholders should contact Penny Canterbury at State Capital Corp., at:

State Capital Corp.

618 Crescent Boulevard, Suite 100

Ridgeland, MS 39157

Attn: Penny Canterbury

Phone: (662) 451-1231

Email: Penny.Canterbury@StateBank1898.com

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes various “forward-looking statements” within the meaning of the federal securities laws about BancPlus, SCC and the combined company that are subject to risks and uncertainties. These statements are often, but not always, preceded by, followed by or that otherwise include the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “continue,” “seek,” “plan,” “can,” “should,” “could,” “would,” “will,” “to be,” “predict,” “potential,” “may,” “likely,” “will likely result,” “target,” “project” and “outlook” or the negative version of those words or other comparable words or phrases 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, based on certain assumptions and beliefs of the management of BancPlus and SCC, many of which, by their nature, are inherently uncertain and beyond the companies’ control. Accordingly, you are cautioned 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 BancPlus and SCC 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.

There are or will be important risk factors that could cause actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

 

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fluctuation of the value and price of BancPlus common stock before and after the transaction and difficulty determining the value and price of BancPlus common stock due to the lack of a public trading market for BancPlus common stock;

 

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SCC shareholders’ reduced ownership and voting interest and differing shareholder rights following the transaction;

 

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business uncertainties and contractual restrictions while the transaction is pending and continuing business uncertainties following the consummation of the transaction;

 

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the occurrence of any event, change, failure of certain closing conditions, failure of SCC shareholders to approve the transaction or other circumstances that could give rise to a delay or the termination of the definitive agreement;

 

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the interests of certain of SCC’s directors and executive officers in the transaction may differ from the interests of SCC shareholders;

 

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the pro forma condensed financial information may not be representative of BancPlus’ results following the transaction;

 

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if the transaction is not completed, BancPlus and SCC will have incurred substantial expenses without realizing the expected benefits of the transaction;

 

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the expansion of BancPlus’ business into Alabama and Louisiana, where BancPlus has limited banking experience;

 

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the businesses of BancPlus and SCC may not be integrated successfully or the integration may be more difficult, time-consuming or costly than expected;

 

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the combined company’s ability to adequately measure and limit credit risk;

 

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factors that can impact the performance of the combined company’s loan portfolio, including real estate values and liquidity in the combined company’s primary market areas, the financial health of its commercial borrowers and the success of construction projects that we finance, including any loans acquired in acquisition transactions;

 

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the combined company’s ability to prudently manage growth and execute strategy;

 

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the composition of the combined company’s management team and ability to attract and retain key personnel;

 

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•

unexpected changes in management personnel;

 

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geographic concentration of the combined company’s business within Mississippi, Alabama, Louisiana and neighboring markets;

 

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the combined company’s ability to attract and retain customers;

 

•

increased competition in the financial services industry, particularly from regional and national institutions;

 

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government restrictions on overdraft programs;

 

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failure of the combined company’s risk management framework;

 

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systems failures or interruptions involving information technology and telecommunications systems or third-party servicers;

 

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unauthorized access, cyber-crime and other threats to data security;

 

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business and economic conditions generally and in the financial services industry, nationally and within the combined company’s local market area;

 

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the combined company’s ability to maintain BancPlus’ historical rate of growth;

 

•

the combined company’s ability to manage the risks associated with its growth and expansion through de novo branching;

 

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the combined company’s ability to identify potential candidates for, consummate, and achieve synergies resulting from, potential future acquisitions;

 

•

deterioration of the combined company’s asset quality;

 

•

changes in the value of collateral securing the combined company’s loans;

 

•

changes in the laws, rules, regulations, interpretations or policies relating to financial institution, accounting, tax, trade, monetary and fiscal matters;

 

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government intervention in the U.S. financial system;

 

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compliance with governmental and regulatory requirements, including relating to banking, consumer protection, securities and tax matters;

 

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operational risks associated with the combined company’s business;

 

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volatility and direction of market interest rates;

 

•

the combined company’s ability to maintain important deposit customer relationships, its reputation or otherwise avoid liquidity risks;

 

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the obligations associated with being a reporting company;

 

•

the commencement and outcome of litigation and other legal proceedings against the combined company or to which the combined company may become subject;

 

•

natural disasters and adverse weather, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, and other matters beyond our control; and

 

•

other factors that are discussed in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this proxy statement/prospectus. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ

 

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materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

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