UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
May 8, 2017
Date of report (Date of earliest event reported)
RENASANT CORPORATION
(Exact name of registrant as specified in its charter)
Mississippi | 001-13253 | 64-0676974 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
209 Troy Street, Tupelo, Mississippi 38804-4827
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (662) 680-1001
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[x] | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
Representatives of Renasant Corporation (“Renasant”) will be making presentations to investors during various conferences in the second quarter of 2017. A copy of the presentation materials is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein solely for purposes of this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage companies to provide information about their anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects a company from unwarranted litigation if actual results are different from management expectations. This communication reflects the current views and estimates of future economic circumstances, industry conditions, company performance, and financial results of the management of Renasant. These forward-looking statements are subject to a number of factors and uncertainties which could cause Renasant’s actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements, and such differences may be material. Forward-looking statements speak only as of the date they are made, and Renasant does not assume any duty to update forward-looking statements, unless required by applicable law. Such forward-looking statements usually include words such as “expects,” “projects,” “proposes,” “anticipates,” “believes,” “intends,” “estimates,” “strategy,” “plan,” “potential,” “possible” and other similar expressions. These statements are based upon the current beliefs and expectations of Renasant’s management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond Renasant's control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements and such differences may be material.
Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include (1) Renasant’s ability to efficiently integrate acquisitions into its operations, retain the customers of these businesses and grow the acquired operations; (2) the effect of economic conditions and interest rates on a national, regional or international basis; (3) the timing of the implementation of changes in operations to achieve enhanced earnings or effect cost savings; (4) competitive pressures in the consumer finance, commercial finance, insurance, financial services, asset management, retail banking, mortgage lending and auto lending industries; (5) the financial resources of, and products available to, competitors; (6) changes in laws and regulations, including changes in accounting standards; (7) changes in policy by regulatory agencies; (8) changes in the securities and foreign exchange markets; (9) Renasant’s potential growth, including its entrance or expansion into new markets, and the need for sufficient capital to support that growth; (10) changes in the quality or composition of Renasant’s loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers; (11) an insufficient allowance for loan losses as a result of inaccurate assumptions; (12) general economic, market or business conditions; (13) changes in demand for loan products and financial services; (14) concentration of credit exposure; (15) changes or the lack of changes in interest rates, yield curves and interest rate spread relationships; and (16) other circumstances, many of which are beyond management’s control. Management undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
Additional Information about the Renasant/Metropolitan Transaction
On January 17, 2017 Renasant and Metropolitan Bancgroup, Inc. (“Metropolitan”) jointly announced the signing of a definitive merger agreement pursuant to which Renasant will acquire Metropolitan, a bank holding company headquartered in Ridgeland, Mississippi, and the parent of Metropolitan Bank, a Mississippi banking corporation, in an all-stock merger. In connection with the proposed merger, Renasant filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement for Metropolitan, which also constitutes a definitive prospectus for Renasant on May 3, 2017, and Renasant may file other relevant documents concerning the proposed merger,. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. BEFORE MAKING ANY INVESTMENT DECISION, METROPOLITAN INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, METROPOLITAN AND THE PROPOSED MERGER. The definitive proxy statement/prospectus was mailed to stockholders of Metropolitan on or about May 3, 2017. Investors may also obtain copies of the definitive proxy statement/prospectus and other relevant documents filed by Renasant free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by Renasant will be available free of charge from Kevin Chapman, Chief Financial Officer, Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, telephone: (662) 680-1450.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description of Exhibit | |
99.1 | Investor conference presentation materials | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RENASANT CORPORATION | |||
Date: May 8, 2017 | By: | /s/ E. Robinson McGraw | |
E. Robinson McGraw | |||
Chairman and Chief Executive Officer | |||
EXHIBIT INDEX
Exhibit Number | Description of Exhibit | |
99.1 | Investor conference presentation materials | |
Q2 2017 Investor Presentation
This presentation contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995
about Renasant Corporation (“Renasant”) that are subject to risks and uncertainties. Congress passed the Private Securities Litigation Reform
Act of 1995 in an effort to encourage companies to provide information about their anticipated future financial performance. This act provides a
safe harbor for such disclosure, which protects a company from unwarranted litigation if actual results are different from management
expectations. Forward-looking statements include information concerning our future financial performance, business strategy, projected plans
and objectives. These statements are based upon the current beliefs and expectations of our management and are inherently subject to
significant business, economic and competitive risks and uncertainties, many of which are beyond our control. In addition, these forward-
looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results
may differ from those indicated or implied in the forward-looking statements, and such differences may be material. Statements preceded by,
followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “may increase,” “may
fluctuate,” “will likely result,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” and “could,” are
generally forward-looking in nature and not historical facts. You should understand that the following important factors, in addition to those
discussed elsewhere in this presentation as well as in reports we file with the Securities and Exchange Commission, could cause actual results to
differ materially from those expressed in such forward-looking statements: (i) our ability to efficiently integrate acquisitions into our operations,
retain the customers of these businesses and grow the acquired operations, including with respect to our proposed business combination
between Renasant and Metropolitan BancGroup, Inc. discussed in more detail in this presentation; (ii) the timing of the implementation of
changes in operations to achieve enhanced earnings or effect cost savings; (iii) competitive pressures in the consumer finance, commercial
finance, insurance, financial services, asset management, retail banking, mortgage lending and auto lending industries; (iv) the financial
resources of, and products available to, competitors; (v) changes in laws and regulations, including changes in accounting standards; (vi)
changes in regulatory policy; (vii) changes in the securities and foreign exchange markets; (viii) our potential growth, including our entrance or
expansion into new markets, and the need for sufficient capital to support that growth; (ix) changes in the quality or composition of our loan or
investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers; (x) an
insufficient allowance for loan losses as a result of inaccurate assumptions; (xi) general market or business conditions; (xii) changes in demand
for loan products and financial services; (xiii) concentration of credit exposure; (xiv) changes or the lack of changes in interest rates, yield curves
and interest rate spread relationships; and (xv) other circumstances, many of which are beyond management‟s control.
Our management believes the forward-looking statements about us are reasonable. However, you should not place undue reliance on
them. Any forward-looking statements in this presentation are not guarantees of future performance. They involve risks, uncertainties and
assumptions, and actual results, developments and business decisions may differ from those contemplated by those forward-looking
statements. Many of the factors that will determine these results are beyond our ability to control or predict. We disclaim any duty to update
any forward-looking statements, all of which are expressly qualified by the statements in this section.
More than 170 banking, lending, financial services and insurance offices
3
Western
29%
Northern
22%
Eastern
27%
Central
22%
Portfolio Loans*
[CATEG
ORY
NAME]
46%
Northern
12%
Eastern
25%
Central
17%
Total Deposits*
*As of March 31, 2016
4
Enhance Profitability
Capitalize on
Opportunities
Aggressively Manage
Problem Credits
Build Capital Ratios
• Focus on highly-accretive acquisition opportunities
• Leverage existing markets
• Seek new markets
• New lines of business
• Selective balance sheet growth
• Maintain dividend
• Prudently manage capital
• Identify problem assets and risks early
• Quarantine troubled assets
• Superior returns
• Revenue growth / Expense control
• Net interest margin expansion / mitigate interest rate risk
• Loan growth
• Core deposit growth
Nashville
Memphis
TENNESSEE
Tupelo
Jackson
MISSISSIPPI
Birmingham
Huntsville
Montgomery
Atlanta
GEORGIA
ALABAMA
Source: SNL Financial
5
Financial Highlights
Assets $3.59 Billion
Gross Loans $2.28 Billion
Deposits $2.69 Billion
6
De novo expansion:
Columbus, MS
2010
De novo expansion:
Montgomery, AL
Starkville, MS
Tuscaloosa, AL
De novo expansion:
Maryville, TN
Jonesborough,
TN
FDIC-Assisted
Transaction:
Crescent Bank and
Trust
Jasper, GA
Assets: $1.0 billion
FDIC-Assisted
Transaction:
American Trust
Bank
Roswell, GA
Assets: $145 million
Trust Acquisition:
RBC (USA) Trust
Unit
Birmingham, AL
Assets: $680 million
Whole Bank
Transaction:
First M&F
Corporation
Kosciusko, MS
Assets: $1.6 billion
2011 2013
De novo expansion:
Bristol, TN
Johnson City, TN
2015
Whole Bank
Transaction:
Heritage Financial
Group, Inc.
Albany, GA
Assets: $1.8 billion
2012 2016
Whole Bank
Transaction:
KeyWorth Bank
Atlanta, GA
Assets: $390
million
2017
Whole Bank
Transaction
Announcement:
Metropolitan
BancGroup
Ridgeland, MS
Assets: $1.2 billion
De novo expansion:
Mobile, AL
Over 175 banking, lending, financial services and insurance offices
7
Assets $8.8 billion
Gross Loans $6.2 billion
Deposits $7.2 billion
Highlights*
*As of March 31, 2016
Merger of Renasant Corporation and
Metropolitan BancGroup, Inc.
January 17, 2017
8
(1) Based on RNST‟s closing price of $38.77 as of January 17, 2017
(2) Aggregate value includes the value of options which will be cashed out at closing
(3) Transaction multiples on per share basis using financial data as of and for the year ending December 31, 2016
Consideration
Implied Price per Share
Aggregate Transaction Value
Transaction Multiples (3)
Options
Management and Board of Directors
Due Diligence
Termination Fee
Required Approvals
Expected Closing
100% stock
Fixed exchange ratio of 0.6066x shares of RNST common stock for each share of
Metropolitan common stock
$23.52 (1)
$190.2 million (2)
Price / Tangible Book: 201.5%
Price / 2016 Earnings: 25.5x
Core Deposit Premium: 14.4%
Metropolitan options will be cashed out
Metropolitan’s CEO and other key executives will maintain senior positions with RNST
One Metropolitan director will be appointed to the Renasant board
Completed
$6.8 million
Customary regulatory approval (all of which have now been received); Metropolitan
shareholder approval
Early third quarter 2017
9
Metropolitan BancGroup, Inc. is co-headquartered
in Memphis, TN and Ridgeland, MS (Jackson, MS
MSA)
Approximately 70% of loans in Tennessee;
30% of loans in Mississippi
8 banking offices in key metropolitan markets:
• Memphis, TN (2)
• Nashville, TN (2)
• Jackson, MS (4)
Targeted focus on meeting the needs of small
commercial, middle market and private clients
Organic growth strategy – “talent centric, branch
lite”
As of December 31, 2016
Total assets: $1.2 billion Efficiency Ratio: 67.8%
Total deposits: $888 million ROAA: 0.69%
TCE/TA: 7.54% ROAE: 8.11%
$348
$411
$483
$564
$653
$743
$918
$200
$400
$600
$800
$1,000
$1.4
$3.2 $3.1
$3.9
$5.2
$6.3
$7.1
$0.0
$2.0
4.
$6.0
$8.0
Gross Loans ($mm)
Net Income ($mm)
10
Strategically Advantageous
• Further enhances Renasant’s Memphis and Nashville, TN and Jackson, MS market presence
• Complementary cultures and business model
• Ability to leverage Metropolitan’s management experience in market
• Ability to expand Metropolitan’s current relationships with more comprehensive services
Financially Attractive
• Accretive to first full year earnings per share (excluding transaction costs; completed common stock offering completed in
December 2016)
• Approximately 2.9% dilutive to tangible book value at closing with an earnback of less than 3.0 years
• Estimated IRR exceeds internal rate of return guidelines
• Realistic cost saving assumption based on market overlap and past acquisition experience (approximately 37.5% of non-
interest expense)
• Pro forma regulatory ratios remain above “well capitalized” guidelines
• Transaction more than offsets the projected earnings impact of crossing the $10 billion threshold
Lower risk opportunity
• Key management of Metropolitan to remain with Renasant
• Extensive due diligence process completed
• Conservative credit culture with solid asset quality
• Manageable asset size and branch network
• Complementary business lines that are easily integrated
• Track record of 6 successfully integrated acquisitions over the last 9 years
11
GEORGIA
ALABAMA
TENNESSEE
FLORIDA
MISSISSIPPI
Atlanta
Montgomery
Auburn
Tupelo
Huntsville
Birmingham
Jackson
Albany
Gainesville
Ocala
Memphis
Nashville
Knoxville
Johnson City
Savannah
55
59
65
10
10
95
75
75
75
20
20
40
65
24
40
16
59
75
12
Pro Forma Franchise
RNST Branches
Metropolitan Branches
Olive Branch
Collierville
Horn Lake
Germantown
West
Memphis
Pleasant Hill
MISSISSIPPI
TENNESSEE
Memphis
Fisherville
Bartlett
Cayce
Victoria
240 55
240
40
40
385
64
64
61
385
55
Nashville
Gallatin
Pegram
Belle Meade
Ashland City
Rural Hill
Mount Juliet
Forest Hills
Lakewood
Goodlettsville
Millersville
Smyrna
Franklin
La Vergne
Nolensville
Brentwood
24
24
40
40
65
65
386
440
31E
Jackson
Clinton
Pearl
Ridgeland
Guide
Hazelhurst
Hoodtown
Crystal
Springs
Raymond
Florence
Utica
Edwards
Fannin
20
20
55
55
220
49
Sloan
Memphis MSA
Nashville MSA
Jackson MSA
Assumptions
• Loan Mark
• Credit: Approximately 1.2% of gross loans
• Cost Savings
• Approximately 37.5% (75% realization
rate in 2017; 100% in 2018 and thereafter)
• Pre-Tax Merger Expenses
• Approximately $22.6 million (1)
• Core Deposit Intangible
• 1.5%, 10 year amortization
• Other purchase accounting marks are non-
material
• Revenue enhancements identified, none
assumed in projections
• Estimated closing in early 3Q 2017
Attractive Returns
• Immediately accretive to EPS (excluding transaction
costs; including common stock offering completed in
December 2016 and the projected impact of crossing
$10 billion asset threshold)
• Transaction more than offsets the projected earnings
impact of crossing the $10 billion threshold
• Approximately 2.9% dilutive to tangible book value
per share at closing with an earnback period of less
than 3.0 years
• Estimated IRR in excess of our internal guidelines
Pro Forma Capital
• Pro forma capital ratios are expected to remain well in
excess of “well capitalized” minimums at close
• Pro forma TCE ratio of approximately 8.5% at close
(1) Includes property lease and fixed asset costs of $9.7 million,
employment-related costs of $5.3 million, professional fees of $4.1 million
and IT and other costs of $3.5 million
13
14
Enhance Profitability
Capitalize on
Opportunities
Aggressively Manage
Problem Credits
Build Capital Ratios
• Focus on highly-accretive acquisition opportunities
• Leverage existing markets
• Seek new markets
• New lines of business
• Selective balance sheet growth
• Maintain dividend
• Prudently manage capital
• Identify problem assets and risks early
• Quarantine troubled assets
• Superior returns
• Revenue growth / Expense control
• Net interest margin expansion / mitigate interest rate risk
• Loan growth
• Core deposit growth
• Managed deposit mix by
emphasizing core deposit growth
while allowing higher-priced,
non-core deposits to erode
• Significantly paid down high-
cost borrowings
• Restructured asset mix by
redeploying excess cash levels
into higher yielding investments
and loans
• Loan demand will drive
deposit/funding growth going
forward
($ in millions)
15
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
$8,000
$9,000
$10,000
Total Assets Deposits
($ in millions) 2011 2012 2013 2014 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17
Not Acquired $2,242 $2,573 $2,886 $3,268 $3,830 $4,075 $4,292 $4,526 $4,711 $4,834
Acquired
Covered*
$339 $237 $182 $143 $93 $45 $42 $30 $0 $0
Acquired
Not Covered
- - $813 $577 $1,490 $1,453 $1,631 $1,549 $1,489 $1,402
Total Loans $2,581 $2,810 $3,881 $3,988 $5,413 $5,573 $5,965 $6,105 $6,200 $6,236
• Loans not acquired increased
$124M or 11% (annualized)
during 1Q17
• Company maintained strong
pipelines throughout all
markets which will continue to
drive further loan growth
Loss-share agreements with
FDIC were terminated in 4Q16
$0
$1,000,000
$2,000,000
$3,000,000
$4,000,000
$5,000,000
$6,000,000
2012 2013 2014 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17
Not Acquired Acquired Covered Acquired
($ in thousands)
16
*Covered loans are subject to loss-share agreements with FDIC
At March 31, 2017, loans totaled $6.2B
78% Not Acquired
22% Acquired
Const
7% Land Dev
3%
1-4 Family
31%
Non Owner
Occupied
26% Owner Occupied
19%
C&I
12%
Consumer
2%
17
18
Acquisition, Development & Construction (ADC) and Commercial Real Estate (CRE)
C&D and CRE Loan Concentration Levels
82% 83%
87%
91%
82% 81%
66%
0%
20%
40%
60%
80%
100%
3Q 15 4Q 15 1Q 16 2Q 16 3Q 16 4Q 16 1Q 17
265%
258%
267%
277%
251%
231% 227%
0%
50%
100%
150%
200%
250%
300%
3Q 15 4Q 15 1Q 16 2Q 16 3Q 16 4Q 16 1Q 17
ADC Loans as a Percentage of
Risk Based Capital
CRE Loans (Construction & Perm) as a
Percentage of Risk Based Capital
DDA
9%
Other Int
Bearing
Accts
26%
Time
Deposits
37% Borrowed
Funds
28%
4Q 2008
Cost of Funds
2.81%
$3.28B
Non
Interest
DDA
21%
Other Int
Bearing
Accts
54%
Time
Deposits
22%
Borrowed
Funds
3%
1Q 2017
$7.4B
Cost of Funds
.43%
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
1,600,000
1,800,000
2011 2012 2013 2014 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17
Non Interest Bearing Demand Deposits
($ in thousands)
• Non-interest bearing deposits
represent 22% of deposits, up
from 12% at year end 2008
• Less reliance on borrowed
funds
Borrowed funds as a percentage
of funding sources declined
from 28% at year end 2008 to
3% at the end of 1Q17
19
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
2012 2013 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17
Marg
in
Y
ie
ld
/C
os
t
Yield on Earning Assets Cost of Funds Margin
($ in thousands) 2012 2013 2014 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17
Net Interest
Income
$133,338 $157,133 $202,482 $48,781 $51,614 $68,612 $72,351 $70,054 $77,157 $75,731 $78,049 $74,015
Net Interest
Margin
3.94% 3.96% 4.12% 4.02% 4.17% 4.09% 4.33% 4.21% 4.29% 4.15% 4.24% 4.01%
Yield on
Earning
Assets
4.67% 4.53% 4.59% 4.45% 4.57% 4.42% 4.65% 4.57% 4.66% 4.54% 4.66% 4.43%
Cost of Funds 0.72% 0.57% 0.47% 0.43% 0.41% 0.33% 0.32% 0.37% 0.38% 0.40% 0.42% 0.43%
20
25%
6%
33%
9%
16%
11%
1Q17
$32M*
Svc Chgs
Insurance
Mtg Inc
Wealth Mgmt
Fees & Comm
Other
• Diversified sources of noninterest income
Less reliant on NSF
• Opportunities for growing Non Interest Income
Expansion of Trust Division Wealth Management
Services into larger, metropolitan markets
Expansions within our de novo operations
Expansion of the Mortgage Division within new
markets
Fees derived from higher penetration and usage of
debit cards and deposit charges
*Non interest income excludes gains from securities transactions and gains from acquisitions
39%
6%
11%
5%
27%
12%
1Q08
$14M*
Svc Chgs
Insurance
Mtg Inc
Wealth Mgmt
Fees & Comm
Other
-
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17
Non Interest Income*
($ in thousands)
21
• Continued focus on managing
noninterest expenses and
improving efficiency
• Provided resources for eight
de novo expansions since 2011
• Fluctuations in mortgage loan
expense driven by higher
mortgage production
• Incurred merger related
expenses during 2011, 2013,
2014, 2015, 2016 and 1Q17
22
40.00%
45.00%
50.00%
55.00%
60.00%
65.00%
70.00%
75.00%
80.00%
85.00%
90.00%
2011 2012 2013 2014 2015 2016 1Q17
Efficiency Ratio* Efficiency Ratio ex. Mortgage*
*Excludes debt extinguishment penalties, amortization of intangibles, loss share termination charges and merger-related expenses from noninterest
expense and profit (loss) on sales of securities and gains on acquisitions from noninterest income
Note: See slides 38 and 39 for reconciliation of Non-GAAP disclosure to GAAP
23
Enhance Profitability
Capitalize on
Opportunities
Aggressively Manage
Problem Credits
Build Capital Ratios
• Focus on highly-accretive acquisition opportunities
• Leverage existing markets
• Seek new markets
• New lines of business
• Selective balance sheet growth
• Maintain dividend
• Prudently manage capital
• Identify problem assets and risks early
• Quarantine troubled assets
• Superior returns
• Revenue growth / Expense control
• Net interest margin expansion / mitigate interest rate risk
• Loan growth
• Core deposit growth
Not acquired NPAs
approaching pre-credit cycle
levels.
Loss-share agreements with
FDIC were terminated in Q4
2016
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
2011 2012 2013 2014 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17
Non-Acquired Acquired Covered Acquired Not Covered
As a percentage of total assets
24
Not
Acquired
Acquired
Not Covered
NPL’s $14.8M $20.4M
ORE $5.1M $16.3M
Total
NPA’s $19.9M $36.7M
*Ratios excludes loans and assets acquired in connection with the recent acquisitions or loss share transactions
0.00%
50.00%
100.00%
150.00%
200.00%
250.00%
300.00%
350.00%
400.00%
$-
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17
($)Provision for Loan Losses ($)Net Charge Offs Coverage Ratio*
• Net charge-offs totaled .09% in
Q1 2017
• Provision for loan losses totaled
$1.5 million in Q1 2017
Allowance for Loan Losses as % of Non-Acquired Loans*
2010 2011 2012 2013 2014 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17
2.07% 1.98% 1.72% 1.65% 1.29% 1.29% 1.23% 1.17% 1.11% 1.05% 1.03% 1.01% 0.91% 0.89%
25
($
i
n
t
h
ou
san
d
s)
$0
$5,000
$10,000
$15,000
$20,000
$25,000
$30,000
$35,000
2011 2012 2013 2014 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17
NPLs
30-89
Days
Strong Credit Quality Metrics
NPLs and Early Stage Delinquencies
(30-89 Days Past Due Loans)*
• NPL‟s to total loans were 0.31% as of March 31, 2017
26
*Ratios excludes loans and assets acquired in connection with recent acquisitions or loss-share transactions
($
i
n
t
h
ou
san
d
s)
27
Enhance Profitability
Capitalize on
Opportunities
Aggressively Manage
Problem Credits
Build Capital Ratios
• Focus on highly-accretive acquisition opportunities
• Leverage existing markets
• Seek new markets
• New lines of business
• Selective balance sheet growth
• Maintain dividend
• Prudently manage capital
• Identify problem assets and risks early
• Quarantine troubled assets
• Superior returns
• Revenue growth / Expense control
• Net interest margin expansion / mitigate interest rate risk
• Loan growth
• Core deposit growth
4.50%
5.00%
5.50%
6.00%
6.50%
7.00%
7.50%
8.00%
8.50%
9.00%
9.50%
2011 2012 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17
Tangible Common Equity Ratio*
Renasant
Capital 2011 2012 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17
Tangible
Common
Equity*
7.35% 7.71% 6.64% 7.52% 7.54% 7.52% 7.80% 8.03% 9.00% 9.16%
Leverage 9.44% 9.86% 8.68% 9.53% 9.16% 9.19% 9.18% 9.38% 10.59% 10.39%
Tier 1 Risk
Based
13.32% 12.74% 11.41% 12.45% 11.51% 11.38% 11.56% 11.57% 12.86% 12.93%
Total Risk
Based
14.58% 14.00% 12.58% 13.54% 12.32% 12.17% 12.31% 13.84% 15.03% 15.11%
Tier 1
Common
Equity
N/A N/A N/A N/A 9.99% 9.88% 10.13% 10.16% 12.86% 12.93%
• Maintained dividend throughout economic
downturn
• Regulatory capital ratios are above the minimum
for well-capitalized classification
• Capital level positions the Company for future
growth and geographic expansion
• Did not participate in the TARP program
• Raised $98.2M of subordinated notes in Q3 2016
• Raised $84.1M of common equity in Q4 2016
28
* See slide 37 for reconciliation of Non-GAAP disclosure to GAAP
29
Dividends Per Share – Annual Payout
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
$0.60
$0.70
$0.80
20
0
4
20
0
5
20
0
6
20
0
7
20
0
8
20
0
9
20
1
0
20
1
1
20
1
2
20
1
3
20
1
4
20
1
5
20
1
6
Consistent and Strong Dividend
$0.00
$0.02
$0.04
$0.06
$0.08
$0.10
$0.12
$0.14
$0.16
$0.18
$0.20
1Q14 3Q14 1Q15 3Q15 1Q16 3Q16 1Q17
Dividends Per Share – Quarterly Payout
30
$8.8B franchise well positioned in attractive
markets in the Southeast
Announced merger with Metropolitan
BancGroup, Inc. will add $1.2B in assets,
$888M in deposits and $918M in loans
Strategic focus on expanding footprint
• Acquisition
• De Novo
• New lines of business
Opportunity for further profitability
improvement
Organic loan growth
Core deposit growth
Revenue growth
Declining credit costs
Strong capital position
Consistent dividend payment history
Appendix
31
12.4%
0.3% 0.5%
1.5% 1.0%
17.3%
6.2%
7.1%
0.9%
0.0%
5.0%
10.0%
15.0%
20.0%
Ch
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rs
Je
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rs
on Le
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Merger with Heritage Financial Group, Inc. (Nasdaq: HBOS), which closed on
July 1, 2015, added approximately $90.0 million in loans, $141 million in
deposits and 9 branches
Opened Commercial Loan Production Office and Mortgage Production Office
in Mobile, AL in Q1 2017
Honda, Hyundai, Mercedes-Benz increasingly large presence
UAB Hospital, located in Birmingham, is the largest state government
employer in Alabama with a workforce of approximately 18,000.
Montgomery
Huntsville
Birmingham
32
Deposit Market Share by County – Top 5 Presence in 4 of 9 counties
3 5 4 2
Deposit
Market
Share
Rank 16 17 10 14 14
Alabama Deposit Market Share
Source: SNL Financial
Green highlighting denotes top 5 deposit market share in respective county
Deposit data as of 6/30/16
RNST Branches
Deposits Market
Rank Institution ($mm) Share Branches
1 Regions Financial Corp. $22,587 22.68 % 231
2 Banco Bilbao Vizcaya Argentaria SA 15,356 15.42 88
3 Wells Fargo & Co. 8,978 9.01 139
4 ServisFirst Bancshares Inc. 3,993 4.01 11
5 BB&T Corp. 3,991 4.01 86
6 Synovus Financial Corp. 3,967 3.98 38
7 Cadence Bancorp LLC 3,072 3.08 26
8 PNC Financial Services Group Inc. 2,967 2.98 69
9 Trustmark Corp. 1,326 1.33 38
10 Bryant Bank 1,198 1.20 14
16 Renasant Corp. 908 0.91 18
Jacksonville
Miami
Tallahassee
Tampa
Orlando
RNST Branches
10
10
95
Gainesville
Ocala
Entered the Florida market through the acquisition of HBOS
Moved into FL with 8 full-services branches along I-75
Opened Mortgage Production Offices in Destin and Jacksonville Q1 2017
Florida has the fourth largest economy in the United States
The unemployment rate in Florida is 4.90%, with job growth of 1.71%. Future job
growth over the next ten years is predicted to be 38.52%.
33
Deposit Market Share by County – Top 5 Presence in 0 of 3 counties
Deposit
Market
Share
Rank
10
Florida Deposit Market Share
6 11
Source: SNL Financial
Deposit data as of 6/30/16
2.2%
2.5%
2.0%
0.0%
1.0%
2.0%
3.0%
4.0%
Alachua Columbia Marion
Deposits Market
Rank Institution ($mm) Share Branches
1 Bank of America Corp. $102,957 19.18 % 573
2 Wells Fargo & Co. 79,086 14.73 648
3 SunTrust Banks Inc. 48,251 8.99 484
4 JPMorgan Chase & Co. 28,837 5.37 397
5 TIAA Board of Overseers 18,934 3.53 12
6 Regions Financial Corp. 18,817 3.51 347
7 BB&T Corp. 17,509 3.26 322
8 Citigroup Inc. 16,531 3.08 54
9 BankUnited Inc. 14,951 2.79 96
10 Raymond James Financial Inc. 14,241 2.65 1
129 Renasant Corp. 226 0.04 8
4
Entered the North GA market through two FDIC loss share transactions
12 full-service locations
Expanded services include mortgage and wealth management personnel
Grew GA presence by completing acquisition of Heritage Financial Group, Inc. ($1.7 billion in assets)
Added 20 full-service branches and 4 mortgage offices
Significantly ramps up our mortgage division
Enhanced GA presence by acquisition of KeyWorth Bank ($399 million in assets), which closed on April 1, 2016
Approximately $284 million in loans, $347 million in deposits, and 4 full-service branches
Company‟s Small Business Administration, Middle Market Commercial and Asset Based Lending
teams are headquartered in Atlanta, GA.
34
Deposit Market Share by County – Top 5 Presence in 10 of 22 counties
5 6 9 7
Deposit
Market
Share
Rank
4 25 1 12 13 3
Georgia Deposit Market Share
Source: SNL Financial
Green highlighting denotes top 5 deposit market share in respective county
Deposit data as of 6/30/16
4 11 15 22 2 16 2 4 13
Atlanta
Savannah
Albany
11.6%
7.2%
1.3%
12.4%
0.5%
4.9%
0.0%
20.7%
0.4%
21.4%
26.9%
2.2%
0.3% 0.9%
25.6%
10.8%
2.2%
0.0%
13.3%
9.1%
1.1%
15.4%
0.0%
8.0%
16.0%
24.0%
32.0%
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Mu
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Pic
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Wo
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4 2 20
RNST Branches
Deposits Market
Rank Institution ($mm) Share Branches
1 SunTrust Banks Inc. $49,481 19.94 % 243
2 Wells Fargo & Co. 35,245 14.21 278
3 Bank of America Corp. 32,878 13.25 172
4 Synchrony Financial 22,707 9.15 1
5 Synovus Financial Corp. 13,788 5.56 116
6 BB&T Corp. 12,369 4.99 157
7 Regions Financial Corp. 5,868 2.37 129
8 United Community Banks Inc. 5,348 2.16 70
9 Bank of the Ozarks Inc. 4,031 1.62 73
10 Royal Bank of Canada 3,434 1.38 2
18 Renasant Corp. 1,739 0.70 37
Macon
35
Deposit Market Share by County – Top 5 Presence in 24 of 27 counties
6 1
Entered the Columbus, MS market in November 2010 and opened an office in Starkville, home
of Mississippi State University, during late Q3 ‟11
City of Tupelo/Lee County – Recently completed a $12 million aquatic center and a $4 million
expansion of the Elvis Presley Birthplace and Museum
City of Oxford – Construction of a new $300 million, 200+ bed hospital
MS markets continue to benefit from the investment of Yokohama Tire Corporation, Toyota
and Nissan as well as their related suppliers
Announced merger with Metropolitan BancGroup, Inc. will improve market share in Madison,
Rankin and Copiah Counties
5 2 4 2 3 4 3
Deposit
Market
Share
Rank
2 3 4 1 5 5 1 4 5 1 4 2 7 3 3 2 2 10
Mississippi Deposit Market Share
Source: SNL Financial
Green highlighting denotes top 5 deposit market share in respective county
Deposit data as of 6/30/16
RNST Branches
Tupelo
Jackson
6.5%
49.2%
8.6%
30.6%
5.0%
47.2%
23.0%
7.7%
16.8%
0.6%
11.8%10.9%
41.5%
9.0%
6.8%
25.4%
10.3%
4.4%
26.4%
9.3%
26.0%27.6%
4.4%
8.5%8.7%
28.3%
20.6%
0.0%
15.0%
30.0%
45.0%
60.0%
Alc
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Chi
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Cho
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Des
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Gre
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Hol
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Low
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Mad
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Mo
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Nes
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Pan
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Ran
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Win
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Deposits Market
Rank Institution ($mm) Share Branches
1 Regions Financial Corp. $7,043 13.91 % 134
2 Trustmark Corp. 6,618 13.07 125
3 BancorpSouth Inc. 5,440 10.74 98
4 Hancock Holding Co. 3,029 5.98 40
5 Renasant Corp. 2,999 5.92 70
6 Community Bancshares of Mississippi Inc. 2,174 4.29 35
7 BancPlus Corp. 2,111 4.17 59
8 Citizens National Banc Corp. 1,095 2.16 26
9 Planters Holding Co. 899 1.78 19
10 BankFirst Capital Corp. 805 1.59 17
Our Tennessee Operations
The Knoxville/Maryville MSA location opened in late Q2 „12
East Tennessee operations currently have 4 full-service branches, $255
million in loans and $111 million in deposits
New lending teams added in both Memphis and Nashville during 2013
New Healthcare Lending Group added in Nashville during 2015
Economic development and site selector magazine Business Facilities named
Tennessee its 2014 “State of the Year” pointing to its emphasis on infrastructure
and educations supportive to companies‟ growth.
In 2013, Nashville ranked No. 5 on Forbes‟ list of the Best Places for Business and
Careers.
36
Deposit Market Share by County – Top 5 Presence in 1 of 8 counties
Deposit
Market
Share
Rank
3 11 15 13 17 9
Tennessee Deposit Market Share
12 22
Source: SNL Financial
Green highlighting denotes top 5 deposit market share in respective county
Deposit data as of 6/30/16
In 2015, Business Facilities‟ 11Annual Rankings report named Nashville the
number one city for Economic Growth Potential.
Nashville ranks third in the country based on the rate of growth of the gross
metropolitan product, or GMP.
As of 2014, Memphis was the home of three Fortune 500 companies: FedEx (no.
63), International Paper (no. 107), and AutoZone (no. 306).
Announced merger with Metropolitan BancGroup, Inc. will improve market
share in Williamson, Davidson and Shelby Counties
Nashville
Knoxville
Memphis
RNST Branches
40
2.4%
11.3%
1.1% 1.2% 0.6%
1.5%
2.5%
0.5%
0.0%
3.0%
6.0%
9.0%
12.0%
Bl
ou
nt
Cr
oc
ke
tt
Da
vi
ds
on
Sh
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y
Su
lli
va
n
Su
m
ne
r
W
as
hi
ng
to
n
W
ill
iam
so
n
Deposits Market
Rank Institution ($mm) Share Branches
1 First Horizon National Corp. $19,774 14.29 % 152
2 Regions Financial Corp. 17,748 12.82 236
3 SunTrust Banks Inc. 13,436 9.71 138
4 Bank of America Corp. 10,929 7.90 57
5 Pinnacle Financial Partners Inc. 8,297 5.99 45
6 U.S. Bancorp 2,941 2.12 104
7 BB&T Corp. 2,419 1.75 49
8 Franklin Financial Network Inc. 2,365 1.71 14
9 FB Financial Corp 2,316 1.67 48
10 Wells Fargo & Co. 1,941 1.40 19
23 Renasant Corp. 835 0.60 15
37
Tangible Common Equity
Reconciliation of Non-GAAP Disclosures
38
Reconciliation of Non-GAAP Disclosures
Efficiency Ratio
39
Efficiency Ratio (Excluding Mortgage)
Reconciliation of Non-GAAP Disclosures
This communication is being made in respect of a proposed merger transaction between Metropolitan BancGroup, Inc.
(“Metropolitan”) and Renasant. In connection with the proposed merger, Renasant filed with the Securities and Exchange
Commission (the “SEC”) a definitive proxy statement for Metropolitan, which also constitutes a definitive prospectus for
Renasant, on May 3, 2017, and may file other relevant documents concerning the proposed merger. This communication does
not constitute an offer to sell or the solicitation of an offer to buy any securities. BEFORE MAKING ANY INVESTMENT
DECISION, METROPOLITAN INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, METROPOLITAN AND THE PROPOSED MERGER. The
definitive proxy statement/prospectus was mailed to stockholders of Metropolitan on or about May 3, 2017. Investors may
also obtain copies of the definitive proxy statement/prospectus and other relevant documents filed by Renasant (when they
become available) free of charge at the SEC‟s website (www.sec.gov). In addition, documents filed with the SEC by Renasant
will be available free of charge from Kevin Chapman, Chief Financial Officer, Renasant Corporation, 209 Troy Street, Tupelo,
Mississippi 38804-4827, telephone: (662) 680-1450.
40
E. Robinson McGraw
Chairman and
Chief Executive Officer
Kevin D. Chapman
Executive Vice President and
Chief Financial Officer
209 TROY STREET
TUPELO, MS 38804-4827
PHONE: 1-800-680-1601
FACSIMILE: 1-662-680-1234
WWW.RENASANT.COM
WWW.RENASANTBANK.COM
41