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CULLEN/FROST BANKERS, INC. FILES (8-K) Disclosing Other Events

June 3, 2014

Item 8.01 Other Events At the close of business on May 30, 2014, Cullen/Frost Bankers, Inc. ("Cullen/Frost") completed its acquisition (the "Merger") of WNB Bancshares, Inc. ("WNB"), pursuant to the terms and conditions of an Agreement and Plan of Merger (the "Merger Agreement"). As a result of the Merger, in which WNB was merged with and into Cullen/Frost, Cullen/Frost issued two million shares of the common stock, par value $.01 per share, of Cullen/Frost and paid approximately $49.6 million in cash. At closing WNB had total assets of approximately $1.8 billion, total loans of approximately $668.3 million and total deposits of approximately $1.6 billion. Additionally, WNB paid approximately $20.1 million in connection with a reverse stock split completed during the first quarter of 2014, resulting in a reduced amount of WNB equity at closing of approximately $64.4 million. The Merger qualifies as an asset sale under Section 338(h)(10) of the Internal Revenue Code. In accordance with the Merger Agreement, Jack Wood and Donald Wood, the shareholders of WNB, may not sell the shares of common stock that they received as consideration in the Merger for one year and six months, respectively, after the closing of the Merger, with daily limitations on sales following the end of such periods, and may not sell a certain portion of such shares for two years after the closing of the Merger. Cullen/Frost has agreed that Jack Wood will be elected to the board of directors of Cullen/Frost at the next meeting of the board of directors, which is expected to be on July 31, 2014.



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Source: Edgar Glimpses


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