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Borrowed Funds
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Borrowed Funds

Note 8—Borrowed Funds

Senior and Subordinated Debt

In June 2019, the Company completed a registered public offering of $85 million aggregate principal amount of 4.75% fixed to floating rate subordinated notes due 2029, the net proceeds of which were used to redeem our 4.875% senior notes due June 28, 2019. In June 2014, the Company and the Bank completed an unregistered $245 million multi-tranche debt transaction and in March 2015, the Company completed an unregistered $50 million debt transaction. These transactions enhanced our liquidity and regulatory capital levels to support balance sheet growth. Details of the debt transactions are as follows:

 

 

 

 

 

 

 

 

 

(In thousands)

 

March 31, 2020

 

 

December 31, 2019

 

Cadence Bancorporation:

 

 

 

 

 

 

 

 

5.375% senior notes, due June 28, 2021

 

$

50,000

 

 

$

50,000

 

7.250% subordinated notes, due June 28, 2029, callable in 2024

 

 

35,000

 

 

 

35,000

 

6.500% subordinated notes, due March 2025, callable in 2020

 

 

40,000

 

 

 

40,000

 

4.750% subordinated notes, due June 2029, callable in 2024

 

 

85,000

 

 

 

85,000

 

Total — Cadence Bancorporation

 

 

210,000

 

 

 

210,000

 

Cadence Bank:

 

 

 

 

 

 

 

 

6.250% subordinated notes, due June 28, 2029, callable in 2024

 

 

25,000

 

 

 

25,000

 

Debt issue costs and unamortized premium

 

 

(2,013

)

 

 

(2,350

)

Total senior and subordinated debt

 

$

232,987

 

 

$

232,650

 

 

The senior transactions were structured with four- and seven-year maturities to provide holding company liquidity and to stagger the Company’s debt maturity profile. The $35 million and $25 million subordinated debt transactions were structured with a fifteen-year maturity, ten-year call options, and fixed-to-floating interest rates. The $85 million subordinated debt transaction was structured with a ten-year maturity, a five-year call option, and a fixed-to-floating interest rate. The $40 million subordinated debt transaction has a five-year call option. These subordinated debt structures were designed to achieve full Tier 2 capital treatment for 10 years.

The Company’s outstanding senior note is unsecured, unsubordinated obligations and is equal in right of payment to all the Company’s other unsecured debt. The Company’s subordinated notes are unsecured obligations and will be subordinated in right of payment to all the Company’s senior indebtedness and general creditors and to depositors at the Bank. The Company’s senior notes and subordinated notes are not guaranteed by any subsidiary of the Company, including the Bank.

The Bank’s subordinated notes are unsecured obligations and are subordinated in right of payment to all the Bank’s senior indebtedness and general creditors and to depositors of the Bank. The Bank’s subordinated notes are not guaranteed by the Company or any subsidiary of the Bank.

Payment of principal on the Company’s and Bank’s subordinated notes may be accelerated by holders of such subordinated notes only in the case of certain insolvency events. There is no right of acceleration under the subordinated notes in the case of default. The Company and/or the Bank may be required to obtain the prior written approval of the Federal Reserve, and, in the case of the Bank, the OCC, before it may repay the subordinated notes issued thereby upon acceleration or otherwise.

Junior Subordinated Debentures

In conjunction with the Company’s acquisition of Cadence Financial Corporation and Encore Bank, N.A., the junior subordinated debentures were marked to fair value as of their respective acquisition dates. The related mark is being amortized over the remaining term of the junior subordinated debentures. The following is a list of junior subordinated debt:

 

 

 

 

 

 

 

 

 

(In thousands)

 

March 31, 2020

 

 

December 31, 2019

 

Junior subordinated debentures, 3 month LIBOR plus 2.85%, due 2033

 

$

30,000

 

 

$

30,000

 

Junior subordinated debentures, 3 month LIBOR plus 2.95%, due 2033

 

 

5,155

 

 

 

5,155

 

Junior subordinated debentures, 3 month LIBOR plus 1.75%, due 2037

 

 

15,464

 

 

 

15,464

 

Total par value

 

 

50,619

 

 

 

50,619

 

Purchase accounting adjustment, net of amortization

 

 

(13,268

)

 

 

(13,174

)

Total junior subordinated debentures

 

$

37,351

 

 

$

37,445

 

Advances from FHLB and Borrowings from FRB

Outstanding FHLB advances were $100 million as of March 31, 2020 and December 31, 2019. At March 31, 2020, the outstanding advance was a long-term convertible advance. Advances are collateralized by $1.9 billion of commercial and residential real estate loans pledged under a blanket lien arrangement as of March 31, 2020, which provides $1.3 billion of borrowing availability.

As of March 31, 2020 and December 31, 2019, the FHLB has issued for the benefit of the Bank irrevocable letters of credit totaling $566 million and $391 million, respectively. Included in the FHLB letters of credit is a $60 million irrevocable letter of credit in favor of a municipal customer to secure certain deposits. This letter of credit expires June 2, 2020. The Bank also has a $500 million variable letter of credit to secure a large public fund treasury management deposit. This letter of credit will expire April 16, 2020 upon 45 days’ prior notice of non-renewal; otherwise it automatically extends for a successive one-year term. Approximately $6 million in letters of credit are used to secure municipal deposits which expire on July 20, 2020.

There were no borrowings from the FRB discount window as of March 31, 2020 and December 31, 2019. Any borrowings from the FRB would be collateralized by $805.7 million in commercial loans pledged under a borrower-in-custody arrangement.

Notes Payable

On July 1, 2019, the Company’s wholly owned subsidiary, Linscomb & Williams, Inc., acquired certain assets and assumed certain liabilities of Wealth and Pension Services Group, Inc. (“W&P”). At March 31, 2020, a note payable of $2.1 million was outstanding in connection with this acquisition (see Note 2).

On March 29, 2019, the Company entered into a credit agreement for a revolving loan facility in the amount of $100 million with a maturity date of March 29, 2020. On March 29, 2020, the Company renewed the credit agreement with a maturity date of March 29, 2021. There were no amounts outstanding under this line of credit at March 31, 2020. Any proceeds of the revolving loan will be used to finance general corporate purposes. Although the credit facility is unsecured, we agreed not to sell, pledge, or transfer any part of our right, title, or interest in our subsidiary bank while the agreement is in place. Due to the effect on net income of the non-cash goodwill impairment charge recognized in the first quarter 2020, we failed to meet certain covenants under this credit agreement, which have been waived through June 30, 2020.