PROXY STATEMENT/OFFERING CIRCULAR to the Shareholders Of
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PROXY STATEMENT/OFFERING CIRCULAR To the shareholders of BancorpSouth Bank and Cadence Bancorporation MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT On April 12, 2021, BancorpSouth Bank (‘‘BancorpSouth’’) and Cadence Bancorporation (‘‘Cadence’’) entered into an Agreement and Plan of Merger, which was amended as of May 27, 2021 (as further amended from time to time, the ‘‘merger agreement’’), pursuant to which BancorpSouth and Cadence have agreed to combine their respective businesses in a merger. Under the merger agreement, Cadence will merge with and into BancorpSouth (the ‘‘merger’’), with BancorpSouth as the surviving entity. Following the completion of the merger, Cadence Bank, N.A., a subsidiary of Cadence, will merge with and into BancorpSouth (the ‘‘bank merger’’), with BancorpSouth as the surviving entity (the ‘‘combined company’’ or the ‘‘surviving entity,’’ as the case may be). The merger will bring together two companies with complementary franchises to create the fifth largest bank with headquarters in the combined nine-state footprint. In the merger, holders of Cadence common stock will have the right to receive 0.70 shares (the ‘‘exchange ratio’’ and such shares, the ‘‘merger consideration’’) of BancorpSouth common stock for each share of Cadence common stock they own. In addition, prior to the effective time of the merger and in connection with the closing, Cadence will declare and pay a special cash dividend of $1.25 per share of Cadence common stock (the ‘‘special dividend’’) to holders of record of shares of Cadence common stock. Holders of BancorpSouth common stock will continue to own their existing shares of BancorpSouth common stock. Based on the closing price of BancorpSouth’s common stock on the New York Stock Exchange (the ‘‘NYSE’’) on April 9, 2021, the last trading day before public announcement of the merger, the exchange ratio represented approximately $22.58 in value for each share of Cadence common stock, representing merger consideration of approximately $2.8 billion on an aggregate basis, not including the aggregate amount of the special dividend. Based on BancorpSouth’s closing price on June 29, 2021 of $28.29, the exchange ratio represented approximately $19.80 in value for each share of Cadence common stock, representing merger consideration of approximately $2.5 billion on an aggregate basis, not including the aggregate amount of the special dividend. The value of the BancorpSouth common stock at the time of completion of the merger could be greater than, less than or the same as the value of BancorpSouth common stock on the date of the accompanying joint proxy statement/offering circular. We urge you to obtain current market quotations of BancorpSouth common stock (trading symbol ‘‘BXS’’) and Cadence common stock (trading symbol ‘‘CADE’’). We expect the merger will qualify as a reorganization for U.S. federal income tax purposes. Accordingly, holders of Cadence common stock generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of Cadence common stock for BancorpSouth common stock in the merger, except with respect to any cash received by such holders, as described in greater detail in the section entitled ‘‘Material U.S. Federal Income Tax Consequences of the Merger.’’ Based on the current number of shares of Cadence common stock outstanding or reserved for issuance, BancorpSouth expects to issue approximately 89 million shares of BancorpSouth common stock to holders of Cadence common stock in the aggregate in the merger. Following the completion of the merger, we estimate that former holders of Cadence common stock will own approximately 45% and former holders of BancorpSouth common stock will own approximately 55% of the common stock of the combined company. BancorpSouth and Cadence will each hold a special meeting of its respective shareholders in connection with the merger. At our respective special meetings, in addition to other business, BancorpSouth will ask holders of its common stock and Cadence will ask holders of its common stock to approve the merger. Holders of BancorpSouth preferred stock are not entitled to and are not requested to vote at the BancorpSouth special meeting. Information about these meetings and the merger is contained in this document. In particular, see section entitled ‘‘Risk Factors’’ beginning on page 32. We urge you to read this document carefully and in its entirety. The special meeting of holders of BancorpSouth common stock will be held virtually on August 9, 2021, at 9:00 a.m. (Central Time), at the following website: http://meetings.computershare.com/MTCW5QQ. The special meeting of holders of Cadence common stock will be held virtually on August 9, 2021, at 9:00 a.m. (Central Time), at the following website: www.virtualshareholdermeeting.com/CADE2021SM. Whether or not you plan to attend your special meeting, please vote as soon as possible to make sure that your shares are represented at the meeting. Each of our boards of directors unanimously recommends that holders of common stock vote ‘‘FOR’’ each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations. This joint proxy statement/offering circular provides you with detailed information about the merger agreement and the merger. It also contains or references information about BancorpSouth and Cadence and certain related matters. You are encouraged to read this joint proxy statement/offering circular carefully. In particular, you should read the ‘‘Risk Factors’’ section beginning on page 32 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about BancorpSouth and Cadence from documents that have been filed with the Federal Deposit Insurance Corporation and the Securities and Exchange Commission, respectively, that are incorporated into this joint proxy statement/offering circular by reference. James D. Rollins III Paul B. Murphy, Jr. Chairman of the Board and Chief Executive Officer Chairman and Chief Executive Officer BancorpSouth Bank Cadence Bancorporation NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED IF THIS DOCUMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SECURITIES TO BE ISSUED IN THE MERGER ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY OF EITHER BANCORPSOUTH OR CADENCE. THESE SECURITIES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION NOR HAS THE FEDERAL DEPOSIT INSURANCE CORPORATION PASSED ON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. The accompanying joint proxy statement/offering circular is dated July 7, 2021, and is first being mailed to holders of BancorpSouth common stock and BancorpSouth preferred stock and holders of Cadence common stock on or about July 12, 2021. ADDITIONAL INFORMATION The accompanying joint proxy statement/offering circular incorporates important business and financial information about BancorpSouth and Cadence from other documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Federal Deposit Insurance Corporation website at https://efr.fdic.gov/fcxweb/efr/index.html, and the Securities and Exchange Commission website at https://www.sec.gov or by requesting them in writing, by e-mail or by telephone at the appropriate address below: if you are a BancorpSouth shareholder: if you are a Cadence shareholder: BancorpSouth Bank Cadence Bancorporation One Mississippi Plaza 2800 Post Oak Boulevard, Suite 3800 201 South Spring Street Houston, Texas 77056 Tupelo, Mississippi 38804 Attention: Valerie Toalson Attention: Corporate Secretary Telephone: (713) 871-4103 Telephone: (662) 680-2000 You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of BancorpSouth common stock requesting documents must do so by August 2, 2021, in order to receive them before the BancorpSouth special meeting, and holders of Cadence common stock requesting documents must do so by August 2, 2021, in order to receive them before the Cadence special meeting. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated July 7, 2021, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this document to holders of BancorpSouth common stock or holders of Cadence common stock, nor the issuance by BancorpSouth of shares of BancorpSouth common stock in connection with the merger will create any implication to the contrary. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this document, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. Neither the delivery of this document nor any distribution of securities pursuant to this document shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated into this document by reference or in our affairs since the date of this document.