Mississippi | 001-13253 | 64-0676974 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit Number | Description of Exhibit | |
99.1 | Pro forma financial information as of and for the six-month period ended June 30, 2015 and for the twelve-month period ended December 31, 2014. |
RENASANT CORPORATION | |||
Date: January 11, 2016 | By: | /s/ E. Robinson McGraw | |
E. Robinson McGraw | |||
Chairman, President and Chief Executive Officer |
Exhibit Number | Description of Exhibit | |
99.1 | Pro forma financial information as of and for the six-month period ended June 30, 2015 and for the twelve-month period ended December 31, 2014 |
• | final valuations for certain assets and liabilities of Heritage acquired as part of the merger, which could cause material differences in the information presented below; and |
• | changes in the financial results of the combined company, which could change the future discounted cash flow projections. |
• | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | Renasant’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2014, included in Renasant’s Annual Report on Form 10-K for the year ended December 31, 2014; |
• | Heritage’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2014, included in Heritage’s Annual Report on Form 10-K for the year ended December 31, 2014; |
• | Renasant’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the six months ended June 30, 2015, included in Renasant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015; and |
• | other information pertaining to Renasant and Heritage contained in previous filings with the Securities and Exchange Commission. |
Renasant Corporation | Heritage Financial Group, Inc. | Purchase Accounting Adjustments | Pro forma | ||||||||||||||||
Termination of | Other | ||||||||||||||||||
6/30/2015 | 6/30/2015 | Employee Stock | Purchase Acct | 6/30/2015 | |||||||||||||||
(as reported) | (as reported) | Ownership Plan | Adjustments | Combined | |||||||||||||||
Assets | |||||||||||||||||||
Cash and cash equivalents | $ | 154,962 | $ | 35,794 | $ | 2,839 | (a) | $ | (5,915 | ) | (b) | $ | 187,680 | ||||||
Securities | 965,290 | 179,250 | — | (1,401 | ) | (c) | 1,143,139 | ||||||||||||
Mortgage loans held for sale | 108,023 | 350,986 | — | (2,481 | ) | (d) | 456,528 | ||||||||||||
Loans, net of unearned income | 4,037,204 | 1,137,774 | — | (26,157 | ) | (e) | 5,148,821 | ||||||||||||
Allowance for loan losses | (41,888 | ) | (10,361 | ) | — | 10,361 | (f) | (41,888 | ) | ||||||||||
Net loans | 3,995,316 | 1,127,413 | — | (15,796 | ) | 5,106,933 | |||||||||||||
Premises and equipment | 121,072 | 49,334 | — | (7,254 | ) | (g) | 163,152 | ||||||||||||
Other real estate owned | 27,064 | 8,582 | — | 1,390 | (h) | 37,036 | |||||||||||||
Goodwill | 274,698 | 11,364 | 4,930 | (a) | 161,039 | (i) | 452,031 | ||||||||||||
Other intangible assets | 20,110 | 5,427 | — | 6,829 | (j) | 32,366 | |||||||||||||
FDIC loss-share indemnification asset | 6,659 | 17,920 | — | (15,247 | ) | (k) | 9,332 | ||||||||||||
Other assets | 225,996 | 83,444 | — | 16,385 | (l) | 325,825 | |||||||||||||
Total assets | $ | 5,899,190 | $ | 1,869,514 | $ | 7,769 | $ | 137,549 | $ | 7,914,022 | |||||||||
Liabilities and shareholders' equity | |||||||||||||||||||
Liabilities | |||||||||||||||||||
Non-interest bearing | $ | 972,672 | $ | 279,123 | $ | — | $ | — | $ | 1,251,795 | |||||||||
Interest bearing | 3,917,772 | 1,092,455 | — | 3,776 | (m) | 5,014,003 | |||||||||||||
Total Deposits | 4,890,444 | 1,371,578 | — | 3,776 | 6,265,798 | ||||||||||||||
Short-term borrowings | 64,229 | 14,656 | — | — | 78,885 | ||||||||||||||
Long-term debt | 154,860 | 300,000 | — | — | 454,860 | ||||||||||||||
Other liabilities | 58,681 | 22,628 | — | 12,895 | (n) | 94,204 | |||||||||||||
Total liabilities | 5,168,214 | 1,708,862 | — | 16,671 | 6,893,747 | ||||||||||||||
Shareholders' equity | |||||||||||||||||||
Common stock | 163,281 | 93 | — | 43,086 | (o) | 206,460 | |||||||||||||
Treasury stock, at cost | (21,381 | ) | — | — | (21,381 | ) | |||||||||||||
Additional paid-in capital | 344,969 | 107,503 | 5,243 | (a) | 133,374 | (p) | 591,089 | ||||||||||||
Retained earnings | 252,718 | 60,602 | — | (60,602 | ) | (p) | 252,718 | ||||||||||||
Accumulated other comprehensive loss | (8,611 | ) | (5,020 | ) | — | 5,020 | (p) | (8,611 | ) | ||||||||||
Unearned Employee Stock Ownership Plan | — | (2,526 | ) | 2,526 | (a) | — | |||||||||||||
Total shareholders' equity | 730,976 | 160,652 | 7,769 | 120,878 | 1,020,275 | ||||||||||||||
Total liabilities and shareholders' equity | $ | 5,899,190 | $ | 1,869,514 | $ | 7,769 | $ | 137,549 | $ | 7,914,022 |
For the year ended December 31, 2014 | |||||||||||||||||||||||||
Renasant Corporation | Heritage Financial Group, Inc. | Norcross Branch of PrivateBank and Trust Company | Alarion Financial Services, Inc. | Heritage Financial Group, Inc. | Pro forma Adjustments | Pro Forma | |||||||||||||||||||
(as reported) | (as reported) | (pro forma) | (pro forma) | Combined Proforma | Combined | ||||||||||||||||||||
Interest income(1) | |||||||||||||||||||||||||
Loans | $ | 199,844 | $ | 54,670 | $ | 1,587 | $ | 7,113 | $ | 63,370 | $ | 10,620 | (e) | $ | 273,834 | ||||||||||
Securities | 26,169 | 6,227 | — | — | 6,227 | 311 | (c) | 32,707 | |||||||||||||||||
Other | 396 | 89 | — | 13 | 102 | — | 498 | ||||||||||||||||||
Total interest income | 226,409 | 60,986 | 1,587 | 7,126 | 69,699 | 10,931 | 307,039 | ||||||||||||||||||
Interest expense | |||||||||||||||||||||||||
Deposits | 16,069 | 4,845 | 711 | 696 | 6,252 | (2,470 | ) | (m) | 19,851 | ||||||||||||||||
Borrowings | 7,711 | 3,420 | — | — | 3,420 | — | 11,131 | ||||||||||||||||||
Total interest expense | 23,780 | 8,265 | 711 | 696 | 9,672 | (2,470 | ) | 30,982 | |||||||||||||||||
Net interest income | 202,629 | 52,721 | 876 | 6,430 | 60,027 | 13,401 | 276,057 | ||||||||||||||||||
Provision for loan losses | 6,167 | 1,569 | — | 50 | 1,619 | — | 7,786 | ||||||||||||||||||
Net interest income after provision for loan losses | 196,462 | 51,152 | 876 | 6,380 | 58,408 | 13,401 | 268,271 | ||||||||||||||||||
Noninterest income(1) | |||||||||||||||||||||||||
Service charges on deposit accounts | 25,383 | 6,187 | 96 | 305 | 6,588 | — | 31,971 | ||||||||||||||||||
Fees and commissions | 21,873 | 12,058 | — | — | 12,058 | — | 33,931 | ||||||||||||||||||
Insurance commissions | 8,194 | — | — | — | — | — | 8,194 | ||||||||||||||||||
Wealth management revenue | 8,655 | 2,436 | — | — | 2,436 | — | 11,091 | ||||||||||||||||||
Gains on sales of securities | 375 | 956 | — | — | 956 | — | 1,331 | ||||||||||||||||||
BOLI income | 2,985 | 748 | — | — | 748 | — | 3,733 | ||||||||||||||||||
Gains on sales of mortgage loans held for sale | 8,594 | 14,181 | — | 2,860 | 17,041 | — | 25,635 | ||||||||||||||||||
Other | 4,561 | 458 | — | 683 | 1,141 | — | 5,702 | ||||||||||||||||||
Total noninterest income | 80,620 | 37,024 | 96 | 3,848 | 40,968 | — | 121,588 | ||||||||||||||||||
Noninterest expense(1) | |||||||||||||||||||||||||
Salaries and employee benefits | 115,108 | 44,831 | 500 | 3,883 | 49,214 | — | 164,322 | ||||||||||||||||||
Data processing | 11,400 | 4,834 | — | 660 | 5,494 | — | 16,894 | ||||||||||||||||||
Net occupancy and equipment | 20,252 | 8,971 | 192 | 775 | 9,938 | (41 | ) | (g) | 30,149 | ||||||||||||||||
Other real estate owned | 4,593 | 1,638 | — | 11 | 1,649 | — | 6,242 | ||||||||||||||||||
Professional fees | 4,485 | 1,892 | — | 613 | 2,505 | — | 6,990 | ||||||||||||||||||
Advertising and public relations | 5,923 | 1,096 | — | (37 | ) | 1,059 | — | 6,982 | |||||||||||||||||
Intangible amortization | 5,606 | 879 | — | 369 | 1,248 | 2,319 | (j) | 9,173 | |||||||||||||||||
Merger-related expenses | 694 | 3,122 | — | 100 | 3,222 | — | 3,916 | ||||||||||||||||||
Other | 23,134 | 10,091 | — | 1,484 | 11,575 | — | 34,709 | ||||||||||||||||||
Total noninterest expense | 191,195 | 77,354 | 692 | 7,858 | 85,904 | 2,278 | 279,377 | ||||||||||||||||||
Income before income taxes | 85,887 | 10,822 | 280 | 2,370 | 13,472 | 11,123 | 110,482 | ||||||||||||||||||
Income taxes | 26,305 | 3,254 | 98 | 839 | 4,191 | 4,227 | (q) | 34,723 | |||||||||||||||||
Net income | $ | 59,582 | $ | 7,568 | $ | 182 | $ | 1,531 | $ | 9,281 | $ | 6,896 | $ | 75,759 | |||||||||||
Earnings per common share: | |||||||||||||||||||||||||
Basic | $ | 1.89 | $ | 1.89 | |||||||||||||||||||||
Diluted | $ | 1.88 | $ | 1.88 | |||||||||||||||||||||
Dividends per common share | $ | 0.68 | $ | 0.68 | |||||||||||||||||||||
Weighted-average common shares outstanding | |||||||||||||||||||||||||
Basic | 31,499,498 | 8,635,879 | (r) | 40,135,377 | |||||||||||||||||||||
Diluted | 31,759,647 | 8,635,879 | (r) | 40,395,526 |
For the six months ended June 30, 2015 | |||||||||||||||
Renasant Corporation | Heritage Financial Group, Inc. | Pro forma Adjustments | Pro Forma | ||||||||||||
(as reported) | (as reported) | Combined | |||||||||||||
Interest income(1) | |||||||||||||||
Loans | $ | 97,891 | $ | 33,071 | $ | 5,310 | (e) | $ | 136,272 | ||||||
Securities | 12,941 | 2,587 | 156 | (c) | 15,684 | ||||||||||
Other | 103 | 29 | — | 132 | |||||||||||
Total interest income | 110,935 | 35,687 | 5,466 | 152,088 | |||||||||||
Interest expense | |||||||||||||||
Deposits | 6,608 | 2,569 | (1,008 | ) | (m) | 8,169 | |||||||||
Borrowings | 3,815 | (1,110 | ) | — | 2,705 | ||||||||||
Total interest expense | 10,423 | 1,459 | (1,008 | ) | 10,874 | ||||||||||
Net interest income | 100,512 | 34,228 | 6,474 | 141,214 | |||||||||||
Provision for loan losses | 2,250 | 300 | — | 2,550 | |||||||||||
Net interest income after provision for loan losses | 98,262 | 33,928 | 6,474 | 138,664 | |||||||||||
Noninterest income(1) | |||||||||||||||
Service charges on deposit accounts | 12,025 | 2,848 | — | 14,873 | |||||||||||
Fees and commissions | 10,278 | 8,195 | — | 18,473 | |||||||||||
Insurance commissions | 4,086 | — | — | 4,086 | |||||||||||
Wealth management revenue | 4,438 | 1,239 | — | 5,677 | |||||||||||
Gains on sales of securities | 96 | (769 | ) | — | (673 | ) | |||||||||
BOLI income | 1,558 | 366 | — | 1,924 | |||||||||||
Gains on sales of mortgage loans held for sale | 10,040 | 14,847 | — | 24,887 | |||||||||||
Other | 2,300 | 235 | — | 2,535 | |||||||||||
Total noninterest income | 44,821 | 26,961 | — | 71,782 | |||||||||||
Noninterest expense(1) | |||||||||||||||
Salaries and employee benefits | 58,654 | 32,999 | — | 91,653 | |||||||||||
Data processing | 6,333 | 2,756 | — | 9,089 | |||||||||||
Net occupancy and equipment | 11,083 | 5,240 | (21 | ) | (g) | 16,302 | |||||||||
Other real estate owned | 1,486 | 416 | — | 1,902 | |||||||||||
Professional fees | 1,996 | 469 | — | 2,465 | |||||||||||
Advertising and public relations | 2,784 | 744 | — | 3,528 | |||||||||||
Intangible amortization | 2,514 | 612 | 1,069 | (j) | 4,195 | ||||||||||
Merger-related expenses | 1,945 | 14,479 | — | 16,424 | |||||||||||
Other | 11,795 | 5,488 | — | 17,283 | |||||||||||
Total noninterest expense | 98,590 | 63,203 | 1,048 | 162,841 | |||||||||||
Income before income taxes | 44,493 | (2,314 | ) | 5,426 | 47,605 | ||||||||||
Income taxes | 13,859 | (921 | ) | 2,062 | (q) | 15,000 | |||||||||
Net income | $ | 30,634 | $ | (1,393 | ) | $ | 3,364 | $ | 32,605 | ||||||
Earnings per common share: | |||||||||||||||
Basic | $ | 0.97 | $ | 0.81 | |||||||||||
Diluted | $ | 0.96 | $ | 0.81 | |||||||||||
Dividends per common share | $ | 0.34 | $ | 0.34 | |||||||||||
Weighted-average common shares outstanding | |||||||||||||||
Basic | 31,626,059 | 8,635,879 | (r) | 40,261,938 | |||||||||||
Diluted | 31,865,172 | 8,635,879 | (r) | 40,501,051 |
(a) | Termination of Employee Stock Ownership Plan – Cash and stockholders’ equity were adjusted for the repayment of the term loan from Heritage’s Employee Stock Ownership Plan ("ESOP"). Goodwill was adjusted for the recognition of compensation expense for the allocation of remaining shares to participants. |
(b) | Purchase Accounting Adjustments – Cash was adjusted to reflect the settlement of all outstanding options according to the terms set forth in the merger agreement. |
(c) | Purchase Accounting Adjustments – A net discount was recorded to reflect the par value of acquired investment securities over the purchase price of the investment securities. The net discount will be recognized over the estimated remaining life of the related investment securities. The impact was to increase interest income related to securities by $311 and $156 for the year ended December 31, 2014, and the six months ended June 30, 2015, respectively. |
(d) | Purchase Accounting Adjustments - Based on Renasant's evaluation of the acquired portfolio of mortgage loans held for sale, a discount of $2,481 was recorded. The adjustment is derived from quotes on sales of similar loans by current market participants. The adjustment has no impact on the Unaudited Pro Forma Condensed Combined Income Statements. |
(e) | Purchase Accounting Adjustments – Based on Renasant’s evaluation of the acquired loan portfolio, a discount was applied to Heritage’s loans and leases resulting in a fair value adjustment of $26,157. The adjustment is primarily related to credit deterioration identified in the portfolio with the remainder, the accretable yield, recognized as an adjustment to reflect the difference between actual interest rates and current rates offered by Renasant on similar loans. This accretable yield adjustment will be recognized over the remaining life of the loan and lease portfolio. The impact of the adjustment was to increase loan interest income by $10,620 and $5,310 for the year ended December 31, 2014, and the six months ended June 30, 2015, respectively. |
(f) | Purchase Accounting Adjustments – The allowance for loan losses was adjusted to reflect the reversal of Heritage’s recorded allowance. Purchased loans acquired in a business combination are required to be recorded at fair value, and the recorded allowance for loan losses may not be carried over. While Renasant anticipates significantly reducing the provision for loan losses as a result of acquired loans being recorded at fair value, no adjustment to the historic amounts of Heritage’s provision has been recorded in the Unaudited Pro Forma Condensed Combined Income Statements. |
(g) | Purchase Accounting Adjustments – Based on Renasant’s evaluation of the acquired fixed assets, a mark of $7,254 was recorded to account for obsolete assets and adjust the remaining assets to fair value. The impact of the adjustment was to decrease depreciation expense by $41 and $21 for the year ended December 31, 2014, and the six months ended June 30, 2015, respectively. |
(h) | Purchase Accounting Adjustments – Based on Renasant’s evaluation of the acquired portfolio of OREO, a mark of $3,135 was applied to Heritage’s OREO resulting in an increase of $1,390 after reversing Heritage's existing fair value marks. The adjustment has no impact on the Unaudited Pro Forma Condensed Combined Income Statements. |
(i) | Purchase Accounting Adjustments – Goodwill of $177,333 was generated as a result of the total purchase price and fair value of liabilities assumed exceeding the fair value of assets purchased. See Note 2, “Pro Forma Allocation of Purchase Price,” for the allocation of the purchase price to acquired net assets. The adjustment has no impact on the Unaudited Pro Forma Condensed Combined Income Statements. |
(j) | Purchase Accounting Adjustments – Heritage’s existing other intangible assets were reversed, and an identified core deposit intangible of $12,256 was recognized. The core deposit intangible is recognized over an estimated useful life of ten years using an accelerated amortization method. The amortization expense associated with the core deposit intangible increased noninterest expense $2,319 and $1,069 for the year ended December 31, 2014, and the six months ended June 30, 2015, respectively. |
(k) | Purchase Accounting Adjustments - A fair value adjustment of $15,247 was recorded to the FDIC indemnification asset reflecting the balance of expected reimbursement from the FDIC on covered loans during the remaining periods under each of Heritage's loss-share agreement with the FDIC. The adjustment has no impact on the Unaudited Pro Forma Condensed Combined Income Statements. |
(l) | Purchase Accounting Adjustments – Deferred taxes associated with the adjustments to record the assets and liabilities of Heritage at fair value were recognized using Renasant’s statutory rate of 38%. Furthermore, a fair value adjustment of $1,945 was recorded to Heritage's mortgage servicing rights based on quotes for similar assets by current market participants. |
(m) | Purchase Accounting Adjustments – A fair value adjustment was recorded to fixed-rate deposit liabilities based on current interest rates offered by Renasant for similar instruments. The adjustment will be recognized over the estimated remaining term of the deposit liability, which is approximately 2.5 years. The adjustment decreased deposit interest expense by $2,470 and $1,008 for the year ended December 31, 2014, and the six months ended June 30, 2015, respectively. |
(n) | Purchase Accounting Adjustments – Other liabilities were adjusted to reflect the accrual of anticipated merger related expenses to be incurred by Heritage. Anticipated merger related expenses to be incurred by Renasant are not included in the pro forma financial information but will be expensed in the period after the merger is completed. Anticipated merger related expenses consist of investment banking fees, legal fees, accounting fees, registration fees, contract termination fees, costs incurred to terminate employee benefit plans, printing costs and additional related fees and expenses. The adjustment has no impact on the Unaudited Pro Forma Condensed Combined Income Statements. |
(o) | Purchase Accounting Adjustments – Common stock was adjusted to reverse Heritage’s common stock outstanding and to recognize the $5.00 par value of shares of Renasant common stock issued to effect the transaction. The adjustment has no impact on the Unaudited Pro Forma Condensed Combined Income Statements but only affects the number of shares outstanding used in the calculation of earnings per common share. |
(p) | Purchase Accounting Adjustments – Other stockholders’ equity accounts were adjusted to reverse Heritage’s historical stockholders’ equity balances and to reflect the net impact of all purchase accounting adjustments. The adjustments had no impact on the Unaudited Pro Forma Condensed Combined Income Statements. |
(q) | Pro Forma Adjustments – Income taxes were adjusted to reflect the tax effects of purchase accounting adjustments using Renasant’s statutory tax rate of 38%. |
(r) | Pro Forma Adjustments – Weighted-average basic and diluted shares outstanding were adjusted to reverse Heritage basic and diluted shares outstanding and to record shares of Renasant common stock issued to effect the transaction. |
Purchase Price: | ||||||
Shares issued to common shareholders | 8,635,879 | |||||
Purchase price per share (closing price of Renasant stock on 6/30/2015) | $ | 32.60 | ||||
Value of stock paid | $ | 281,530 | ||||
Cash settlement for stock options | 5,915 | |||||
Cash received for ESOP term loan repayment | 2,839 | |||||
Compensation expense incurred from the termination of Heritage's ESOP | 4,930 | |||||
Total Purchase Price | $ | 295,214 | ||||
Heritage Net assets at market value: | ||||||
Assets: | ||||||
Cash and cash equivalents | $ | 38,633 | ||||
Securities | 177,849 | |||||
Mortgage loans held for sale | 348,505 | |||||
Net loans | 1,111,617 | |||||
Premises and equipment | 42,080 | |||||
Other real estate owned | 9,972 | |||||
Other intangible assets | 12,256 | |||||
FDIC loss-share indemnification asset | 2,673 | |||||
Other assets | 99,829 | |||||
Total assets | 1,843,414 | |||||
Liabilities: | ||||||
Deposits | 1,375,354 | |||||
Short-term borrowings | 14,656 | |||||
Long-term debt | 300,000 | |||||
Other liabilities | 35,523 | |||||
Total liabilities | 1,725,533 | |||||
Total Net Assets Acquired | 117,881 | |||||
Goodwill resulting from merger | $ | 177,333 |