UNITED STATES
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
March 28, 2018
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:
| ☒ | 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 8.01. | Other Events. |
On March 28, 2018, Renasant Corporation, a Mississippi corporation (“Renasant”), and Brand Group Holdings, Inc., a Georgia corporation (“Brand”), jointly announced the execution of an Agreement and Plan of Merger dated March 28, 2018 by and among Renasant and its wholly-owned subsidiary, Renasant Bank, a Mississippi banking corporation, on the one hand, and Brand and its wholly-owned subsidiary, The Brand Banking Company, a Georgia banking corporation (“Brand Bank”), on the other hand (the “Merger Agreement”), providing for, among other things, the merger of Brand with and into Renasant, with Renasant the surviving corporation in the merger, and the subsequent merger of Brand Bank with and into Renasant Bank, with Renasant Bank the surviving banking corporation in the merger. A copy of the joint press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
In addition, Renasant provided supplemental information regarding the transactions contemplated by the Merger Agreement in connection with a presentation to analysts and investors. A copy of the investor presentation is attached as Exhibit 99.2 hereto and is incorporated herein by reference. This investor presentation is also accessible online at www.renasant.com by accessing the News and Market Data/Presentation link under the Investor Relations tab.
Additional Information about the Renasant/Brand Transaction
This report is being made in respect of the proposed merger transaction involving Renasant and Brand. In connection with the proposed merger, Renasant intends to file a registration statement on Form S-4 that will include a proxy statement for Brand and a prospectus of Renasant, and Renasant will file other relevant documents concerning the proposed merger, with the Securities and Exchange Commission (the “SEC”). This report does not constitute an offer to sell or the solicitation of an offer to buy any securities. BEFORE MAKING ANY INVESTMENT DECISION, BRAND INVESTORS ARE URGED TO READ THE 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 PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, BRAND AND THE PROPOSED MERGER. When available, the proxy statement/prospectus will be mailed to shareholders of Brand. Investors will also be able to obtain copies of the 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, Executive Vice President and Chief Financial Officer, Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, telephone: (662) 680-1450.
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995
This report contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 about Renasant, Brand or the combined company 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 the future financial performance, business strategy, projected plans and objectives of Renasant, Brand and the combined company. These statements are based upon the current beliefs and expectations of Renasant’s and Brand’s management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the control of Renasant’s or Brand’s management. Renasant’s, Brand’s or the combined company’s 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. Investors should understand that, in addition to factors previously disclosed in Renasant’s reports filed with the SEC and those identified elsewhere in this report, forward-looking statements include, but are not limited to, statements about (1) the expected benefits of the transaction between Renasant and Brand, including future financial and operating results, cost savings, enhanced revenues and the expected market position of the combined company that may be realized from the transaction, and (2) Renasant’s and Brand’s plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts.
The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Renasant and Brand may not be integrated successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the expected growth opportunities or costs savings from the transaction may not be fully realized or may take longer to realize than expected; (3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including difficulties in maintaining relationships with employees, may be greater than expected; (5) governmental approvals of the transaction may not be obtained on the proposed terms or expected timeframe; (6) Brand’s shareholders may fail to approve the transaction; (7) the terms of the proposed transaction may need to be modified to satisfy such approvals or conditions; (8) reputational risks and the reaction of the companies’ customers to the transaction; (9) diversion of management time on merger related issues; (10) changes in asset quality and credit risk; (11) inflation; (12) the cost and availability of capital; (13) customer acceptance of the combined company’s products and services; (14) customer borrowing, repayment, investment and deposit practices; (15) the introduction, withdrawal, success and timing of business initiatives; (16) the impact, extent, and timing of technological changes; (17) severe catastrophic events in the companies’ respective geographic area; (18) a weakening of the economies in which the combined company will conduct operations may adversely affect its operating results; (19) the U.S. legal and regulatory framework, including those associated with the Dodd-Frank Wall Street Reform and Consumer Protection Act, could adversely affect the operating results of the combined company; (20) the interest rate environment may compress margins and adversely affect net interest income; and (21) competition from other financial services companies in the companies’ markets could adversely affect operations.
Additional factors that could cause Renasant’s results to differ materially from those described in the forward-looking statements can be found in Renasant’s reports (such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K) filed with the SEC and available at the SEC’s website (www.sec.gov). All subsequent written and oral forward-looking statements concerning Renasant, Brand or the proposed merger or other matters and attributable to Renasant, Brand or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Renasant and Brand expressly disclaim any duty to update or revise any forward-looking statements, all of which are expressly qualified by the statements in this section.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Joint press release dated March 28, 2018 issued by Renasant Corporation and Brand Group Holdings, Inc. | |
| 99.2 | Presentation materials, dated March 28, 2018. | |
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: March 28, 2018 | By: | /s/ E. Robinson McGraw | ||||
| E. Robinson McGraw | ||||||
| Chairman and Chief Executive Officer | ||||||
Exhibit 99.1
| Contacts: | For Media: | For Financials: | ||
| John Oxford | Kevin Chapman | |||
| First Vice President | Executive Vice President | |||
| Director Marketing | Chief Financial Officer | |||
| (662) 680-1219 | (662) 680-1450 | |||
| joxford@renasant.com | kchapman@renasant.com |
Renasant Corporation and Brand Group Holdings, Inc. Announce Definitive Merger Agreement
TUPELO, MISSISSIPPI and LAWRENCEVILLE, GEORGIA (March 28, 2018) – Renasant Corporation (the “Company” or “Renasant”) (NASDAQ: RNST) and Brand Group Holdings, Inc. (“Brand”) jointly announced today the signing of a definitive merger agreement pursuant to which Brand will merge with and into Renasant in a transaction currently valued at approximately $452.9 million. The proposed merger has been approved unanimously by each company’s Board of Directors and is expected to close in the third quarter of 2018. Completion of the transaction is subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals and the approval of Brand’s shareholders.
Founded in 1905, Brand is the privately-held bank holding company of The Brand Banking Company, which has 13 locations throughout the greater Atlanta market. As of December 31, 2017, Brand had approximately $2.4 billion in total assets, approximately $1.9 billion in total loans (excluding mortgage loans held for sale) and approximately $1.9 billion in total deposits.
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“The ability to partner with a 113-year-old company with strong talent in one of the most attractive markets in the country is a tremendous opportunity. We believe this merger will significantly enhance our Atlanta presence, which is the largest MSA by GDP and 2nd largest MSA by population in the Southeast,” said Renasant Chairman and Chief Executive Officer, Robin McGraw.
Mitch Waycaster, Renasant President and Chief Operating Officer, further commenting on the transaction, added, “This merger will greatly benefit our current and future clients by expanding our locations, services and products. Brand has a long-standing history built on serving its community with intention, and we look forward to being able to better meet the needs of our combined clients and communities through this merger.”
Bartow Morgan Jr., Chief Executive Officer of BrandBank, will become the Chief Commercial Banking Officer for the Renasant Bank system with responsibility for commercial banking, including Renasant Bank’s specialty lines and other financial services. He will also join Renasant Bank’s Board of Directors. In addition, one independent Brand director will be appointed to both the Renasant Corporation and Renasant Bank Boards. Richard Fairey, President and Chief Operating Officer of BrandBank, will be named Chief Retail Banking Officer for the Renasant Bank system, and Mike Dunlap, Executive Vice President and Director of Commercial Banking for BrandBank, will assume the role of President of the Georgia Commercial Banking Group for Renasant Bank.
“Renasant is aligned strategically and culturally with BrandBank. As a proud company with a long history in the Atlanta market, we look forward to the unique opportunity of leveraging
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BrandBank’s commercial banking niches with the enhanced lending capacity and specialized lines of business provided by Renasant,” said Morgan. “We are excited for our clients, bankers, and shareholders to realize the immediate and longer term benefits and value creation opportunities this merger provides.”
According to the terms of the merger agreement, Brand shareholders will receive 32.87 shares of Renasant common stock and $77.50 in cash for each share of Brand common stock. Additionally, all Brand options will be cashed out at $1,550 per share. Based on Renasant’s closing price of $41.66 per share as of March 27, 2018, the implied transaction value is approximately $452.9 million, in the aggregate, or $1,447 per share. The transaction’s final pricing is contingent (and subject to reduction only) upon Brand’s divestiture of certain assets, as outlined in the definitive merger agreement, which will be filed with the Securities and Exchange Commission in the coming days. Excluding one-time transaction costs, the merger is expected to be immediately accretive to Renasant’s estimated earnings and to have a substantial positive long-term impact on Renasant.
Supplemental information regarding the merger in the form of a presentation to analysts and investors is available by accessing the News and Market Data/Presentation link under the Investor Relations tab on Renasant’s website at www.renasant.com.
Keefe, Bruyette and Woods, Inc. served as financial advisor to Renasant, and the law firm of Phelps Dunbar LLP served as its legal advisor. Evercore served as lead financial advisor to Brand, and the law firm of Troutman Sanders LLP served as its legal advisor. Banks Street Partners LLC also served as a financial advisor to Brand.
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Conference Call Information:
Renasant will hold a conference call with analysts on Thursday, March 29, 2018, at 10:00 AM Eastern Time (9:00 AM Central Time) and will address the merger announcement during this call.
The webcast can be accessed through Renasant’s investor relations website at www.renasant.com or https://services.choruscall.com/links/rnst180329.html. To access the conference call via telephone, dial 1-877-513-1143 in the United States and request the Renasant Conference Call. International participants should dial 1-412-902-4145 to access the conference call.
The webcast will be archived on www.renasant.com beginning one hour after the call and will remain accessible for one year. Replays can also be accessed via telephone by dialing 1-877-344-7529 in the United States and entering conference number 10118648 or by dialing 1-412-317-0088 internationally and entering the same conference number. Telephone replay access is available until April 12, 2018.
About Renasant Corporation:
Renasant Corporation is the parent of Renasant Bank, a 114-year-old financial services institution. Renasant has assets of approximately $9.8 billion and operates 180 banking, mortgage and wealth management offices in Mississippi, Tennessee, Alabama, Florida and Georgia.
About Brand Group Holdings, Inc.:
Brand Group Holdings, Inc. is a $2.4 billion bank holding company located in the Atlanta Metropolitan area, operating as BrandBank. Bartow Morgan, Jr. is the fifth generation CEO of the company, which was founded in Lawrenceville, Georgia in 1905.
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Additional information about the Renasant/Brand transaction
This communication is being made in respect of the proposed merger transaction involving Renasant and Brand. In connection with the proposed merger, Renasant intends to file a Registration Statement on Form S-4 that will include a proxy statement for Brand and a prospectus of Renasant, and Renasant will file other relevant documents concerning the proposed merger, with the Securities and Exchange Commission (the “SEC”). This release does not constitute an offer to sell or the solicitation of an offer to buy any securities. BEFORE MAKING ANY INVESTMENT DECISION, BRAND INVESTORS ARE URGED TO READ THE 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 PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, BRAND AND THE PROPOSED MERGER. When available, the proxy statement/prospectus will be mailed to shareholders of Brand. Investors will also be able to obtain copies of the 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.
“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995:
This release contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 about Renasant, Brand or the combined company 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 the future financial performance, business strategy, projected plans and objectives of Renasant, Brand and the combined company. These statements are based upon the current beliefs and expectations of Renasant’s and Brand’s management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the control of Renasant’s or Brand’s management. Renasant’s, Brand’s or the combined company’s 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. Investors should understand that, in addition to factors previously disclosed in Renasant’s reports filed with the SEC and those identified elsewhere in this release, forward-looking statements include, but are not limited to, statements about (1) the expected benefits of the transaction between Renasant and Brand, including future financial and operating results, cost savings, enhanced revenues and the expected market position of the combined company that may be realized from the transaction, and (2) Renasant’s and Brand’s plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts.
The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the
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businesses of Renasant and Brand may not be integrated successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the expected growth opportunities or costs savings from the transaction may not be fully realized or may take longer to realize than expected; (3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including difficulties in maintaining relationships with employees, may be greater than expected; (5) governmental approvals of the transaction may not be obtained on the proposed terms or expected timeframe; (6) Brand’s shareholders may fail to approve the transaction; (7) the terms of the proposed transaction may need to be modified to satisfy such approvals or conditions; (8) reputational risks and the reaction of the companies’ customers to the transaction; (9) diversion of management time on merger-related issues; (10) changes in asset quality and credit risk; (11) inflation; (12) the cost and availability of capital; (13) customer acceptance of the combined company’s products and services; (14) customer borrowing, repayment, investment and deposit practices; (15) the introduction, withdrawal, success and timing of business initiatives; (16) the impact, extent, and timing of technological changes; (17) severe catastrophic events in the companies’ respective geographic area; (18) a weakening of the economies in which the combined company will conduct operations may adversely affect its operating results; (19) the U.S. legal and regulatory framework, including those regulations associated with the Dodd-Frank Wall Street Reform and Consumer Protection Act, could adversely affect the operating results of the combined company; (20) the interest rate environment may compress margins and adversely affect net interest income; and (21) competition from other financial services companies in the companies’ markets could adversely affect operations.
Additional factors that could cause Renasant’s results to differ materially from those described in the forward-looking statements can be found in Renasant’s reports (such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K) filed with the SEC and available at the SEC’s website (www.sec.gov). All subsequent written and oral forward-looking statements concerning Renasant, Brand or the proposed merger or other matters and attributable to Renasant, Brand or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Renasant and Brand expressly disclaim any duty to update or revise any forward-looking statements, all of which are expressly qualified by the statements in this section.
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Merger of Renasant Corporation and Brand Group Holdings, Inc. March 28, 2018 Exhibit 99.2
Forward-Looking Statements This presentation contains various “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 about Renasant Corporation (“Renasant” or “RNST”), Brand Group Holdings, Inc. (“Brand”) or the combined company 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 the future financial performance, business strategy, projected plans and objectives of Renasant, Brand and the combined company. These statement are based upon the current beliefs and expectations of Renasant’s and Brand’s management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the control of Renasant’s or Brand’s management. 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. Investors should understand that, in addition to factors previously disclosed in Renasant’s reports filed with the SEC and those identified elsewhere in this presentation, forward-looking statements include, but are not limited to, statements about (1) the expected benefits of the transaction between Renasant and Brand, including future financial and operating results, cost savings, enhanced revenues and the expected market position of the combined company that may be realized from the transaction, and (2) Renasant’s and Brand’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts. Renasant’s and Brand’s management believe the forward looking statements about Renasant, Brand and the combined company in this presentation are reasonable. However, investors should not place undue reliance on them. Any forward looking statements 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 the forward looking statements. Many of the factors that will determine these results are beyond the ability of Renasant’s or Brand’s ability to control or predict. Renasant and Brand expressly disclaim any duty to update or revise any forward looking statements, all of which are expressly qualified by the statements in this section.
Transaction Terms and Multiples 3 Target: Brand Group Holdings, Inc. (“Brand”) Implied Purchase Price: $453 million aggregate consideration (1)(2) $1,447 per Brand common share (1) Price / Tangible Book Value per Share: 224% Consideration: 95% stock / 5% cash (1) 32.87 RNST shares and $77.50 of cash for each Brand common share, subject to adjustment (3) Tax free transaction for stock component Options: All in-the-money options to be cashed out at a fixed price of $1,550 at close, subject to adjustment (3) Pro Forma Ownership Split: 83.5% RNST / 16.5% Brand Additional Related Transactions Prior to Closing: $54.8 million of Brand’s classified assets to be sold at current book balance Brand’s mortgage subsidiary divested Management and Board of Directors: Brand’s CEO, Bartow Morgan Jr., appointed Chief Commercial Banking Officer One independent Brand director will be appointed to the RNST board Required Approvals: Customary regulatory approval and Brand shareholder approval Expected Closing: Third quarter 2018 Based on RNST’s stock price of $41.66 as of 3/27/18, a fixed per share exchange ratio of 32.87x and a per share cash payment of $77.50 Includes the value of options that will be cashed out at closing If classified assets are sold at a discount to current book balance, the purchase price to common holders will be reduced on a dollar for dollar basis based upon the after-tax difference; the option cash-out amount will be adjusted similarly
Transaction Rationale Strategically Important Acquisition of 110+ year-old bank with quality core client base $1.25 billion in transaction-related core deposits Strengthens RNST’s market presence in the attractive Atlanta MSA to be ranked in the top 10 27% of pro forma franchise located in the Atlanta MSA Atlanta is the 9th largest MSA in the nation and the 2nd largest in the Southeast by population, with ~6 million people 9 of Brand’s 13 branches , or 97% of deposits, are in Gwinnett County, the 2nd largest county in the Atlanta MSA Complementary cultures and business model Financially Attractive Double digit EPS accretion, once cost savings are fully realized Mid single digit initial dilution to tangible book value; earned back within 3 years Estimated IRR exceeds 20% Cost savings assumption based on market overlap and past acquisition experience Pro forma regulatory capital ratios remain above “well capitalized” guidelines Pro forma C&D and CRE concentrations remain below regulatory recommended thresholds Lower Risk Opportunity In-market transaction Extensive due diligence process completed ~77% of non-classified loans by book balance greater than $5 million reviewed 100% of classified assets reviewed Manageable asset size and branch network Essentially all classified assets excluded from transaction Key members of Brand management to remain with RNST Track record of 7 successfully integrated acquisitions over the last 10 years Source: SNL Financial Demographic data as of 6/30/17; financial data as of 12/31/17 Based on 6/30/17 deposits Includes BrandExpress branches; additional information about BrandExpress available on page 20 in the appendix Excludes one-time merger related expenses Includes one-time merger related expenses (2) (1) (1) (3) (4) (4) (4)
Brand Bank: Before and After Brand Before Brand After Additional Transactions Prior to Close Data as of or for the twelve months ended 12/31/17 $54.8 million of Brand’s classified assets sold at current book balance If sold at a discount to current book balance, purchase price to common holders and option cash-out amount will be reduced on a dollar for dollar basis based upon the after-tax difference Brand’s mortgage subsidiary divested Improves financial profile (lower efficiency ratio and lower earnings volatility) Alleviates regulatory, compliance and operational burden at the core bank RNST will continue to offer mortgage products in the region through existing mortgage operation
Brand’s Strategic Branch Footprint Atlanta MSA Highlights Atlanta MSA Community & Regional Independent Banks (2) Atlanta – The Southeast’s Most Attractive MSA BrandExpress (1) Branches (5) Brand Branches (8) Counties >200,000 pop. Top Tier Demographics ‘18 – ‘23 Pop. Growth 2023 Proj. Median HHI Source: SNL Financial, www.ATL.com Financial data as of 12/31/17; demographic and deposit market share data as of 6/30/17; pro forma for announced transactions Additional information about BrandExpress available on page 20 in the appendix Includes banks with total assets between $500 million and $10 billion and more than $500 million of deposits in the Atlanta MSA; excludes merger targets Indicates percentage of total deposits held in Atlanta MSA; table is ranked by this category Ranking of deposit market share of all institutions with deposits in the Atlanta MSA 2nd largest MSA in the Southeast by population at ~6mm 9th largest in the U.S. Largest MSA in the Southeast by GDP at ~$300bn 8th largest in the U.S. Highest concentration of Fortune 500 companies (15) in the Southeast 3rd highest in U.S. 2nd wealthiest MSA in Southeast by household income at $65 thousand World’s busiest airport for 17 years running 80% of U.S. population within a 2-hour flight
20 20 85 75 75 85 20 20 85 75 75 85 Our Pro Forma Atlanta Franchise Source: SNL Financial Deposit data as of 6/30/17; pro forma for announced transactions Excludes branches with deposits greater than $1.5 billion Hall county not within Atlanta MSA; included to show full Brand footprint Additional information about BrandExpress available on page 20 in the appendix Atlanta MSA Deposit Market Share Gwinnett County Deposit Market Share Pro Forma Atlanta MSA Branch Footprint (1) Market Overlap: 1 traditional Brand branch, or 13%, is within 1 mile of an existing RNST branch; 2 traditional Brand branches, or 25%, are within 5 miles RNST Branches Brand Branches BrandExpress (2) Branches
Concentrated Deposits in Top Atlanta Counties Source: SNL Financial Deposit and demographic data as of 6/30/17; unemployment data as of 1/31/18 Includes all counties in the Atlanta-Sandy Springs-Roswell, GA MSA Note: Counties sorted by population size Statistics are relative to other counties in the Atlanta MSA Hall county not within Atlanta MSA; included to show full Brand footprint Gwinnett County Highlights (1) 2nd most populous county 4th fastest growing county 2nd most active businesses 2nd largest gross sales 7th highest median household income Pro Forma Atlanta Highlights (2) Operates in 8 of 30 counties in the Atlanta MSA, which represent 70% of the total population Pro forma median population projected to outpace MSA growth by 110bps Counties of operation hold 76% of all active businesses and generate 79% of all sales Pro forma projected median household income growth is 60bps greater than the median Pro forma median household income is 11% larger than median MSA income
Financial Impact of the Transaction Assumptions Attractive Returns Pro Forma Capital Double digit EPS accretion expected, once cost savings are fully realized Mid single digit dilution to tangible book value per share at closing, earned back within 3.0 years Estimated IRR exceeds 20% Pro forma C&D and CRE concentrations remain below regulatory recommended thresholds Pro forma capital ratios are expected to remain well in excess of “well capitalized” minimums at close Pro forma TCE / TA of approximately 8.9% at close Cost Savings 35% of total noninterest expense (50% realization rate in 2018; 100% in 2019 and thereafter) Pre-Tax Merger Expenses $42 million Fair Market Value Adjustments: Loan Mark: $21 million Other Net Asset / Liability Marks: $7 million Core Deposit Intangible 2.0% of transaction accounts, 10 year amortization Assumes reduction in Brand’s future interchange income (crossing $10 billion asset threshold by year-end 2018) Estimated closing in 3Q 2018 Pro Forma Capital
Brand’s Core Earnings Ability 2017 Core Earnings Reconciliation ($mm) Excludes $2.0 million provision expense Cost savings of 2017 noninterest expense (excludes mortgage noninterest expense) Transaction will allow RNST to unlock Brand’s core earnings ability Significant expense savings opportunity (2) (1)
Summary Financial Impact Summary Financial Impact RNST standalone data as of 12/31/17 For comparative purposes only Includes one-time merger related expenses Projected holding company total capital RNST Standalone Q4 '17 RNST Pro Forma Actual Illustrative (1) Transaction Structure Transaction Structure Transaction Structure Consideration to Common Holders -- 95% Stock / 5% Cash 100% Stock Consideration to Option Holders -- Cashed Out Rolled Over Financial Impact 2019 EPS Accretion -- Low double digit High single digit Initial TBV Dilution (2) -- Mid single digit Low single digit TBV Earnback Period -- Within 3 years Within 2 years Capital Impact (2) TCE / TA 9.6 % 8.9 % 9.3 % Leverage Ratio 10.2 10.0 10.4 CET1 Ratio 11.3 10.3 10.7 Tier 1 Capital Ratio 12.4 11.3 11.7 Total Capital Ratio 14.5 13.2 13.6 Loan Concentration Ratios (2)(3) C&D / Total Capital 80 % 89 % 86 % CRE / Total Capital 244 264 255 (2)
Deal Metrics vs. Comparable Transactions Metric RNST – Brand Comparable Transaction Median (1) Source: SNL Financial Current pricing data as of 3/27/18 Includes whole bank and thrift transactions announced since 11/8/16 in the U.S. with deal value greater than $250 million and major exchange traded buyers Includes one-time merger related expenses EPS Accretion (%) Tangible Book Value Dilution (%) Tangible Book Value Earnback (Yrs) Price / Tangible Book Value (%) Double digit Single digit Mid single digit (2) Mid single digit Within 3 years (2) Within 3.5 years 224% 226%
Pro Forma Market Diversification Source: SNL Financial Dollars in millions Data as of 6/30/17 Note: Charts may not total 100% due to rounding Excludes purchase accounting adjustments RNST Brand Pro Forma (1) Deposits by State
75 75 24 40 65 40 20 20 59 55 95 10 10 65 Our Pro Forma Company Pro Forma Footprint Source: SNL Financial Data as of 12/31/17; deposits by state as of 6/30/17; excludes purchase accounting adjustments Note: Charts may not total 100% due to rounding Excludes purchase accounting adjustments Excludes loans held for sale Market cap calculated using RNST’s price of $41.66, as of 3/27/18 Additional information about BrandExpress available on page 20 in the appendix Pro Forma Financial Highlights (1) Pro Forma Deposits by State RNST Branches Brand Branches BrandExpress (4) Branches
Appendix
Pro Forma Loan Portfolio Source: SNL Financial Dollars in millions Note: Charts may not total 100% due to rounding Data as of or for the three months ended 12/31/17; excludes loans held for sale Excludes purchase accounting adjustments RNST Brand Pro Forma (1)
Pro Forma Deposit Composition Source: SNL Financial Dollars in millions Note: Charts may not total 100% due to rounding Data as of or for the three months ended 12/31/17 Excludes purchase accounting adjustments RNST Brand Pro Forma (1)
Brand Historical Loan & Deposit Profile Source: SNL Financial Excludes loans held for sale Loan Composition (1) ($mm) Deposit Composition ($mm)
Georgia Deposit Market Share Source: SNL Financial Deposit data as of 6/30/17; pro forma for announced transactions Excludes branches with greater than $1.5 billion total deposits Georgia Deposit Market Share
BrandExpress Branches BrandExpress Branches Originally established as a low cost means to more efficiently meet the needs of clients Virtual Teller Machines for account openings, deposits, cashing checks, withdrawals, transfers / payments and more 5 locations across the Atlanta MSA Video technology at BrandExpress locations allows clients to have “face-to-face” interaction with a Virtual Specialist, aiding with any questions Interactions made either using the built-in microphone, the handset, client’s ear buds or headset or the chat feature on the screen Clients dictate the level of privacy All Virtual Specialists are employees of Brand in Lawrenceville, GA
Additional Information Renasant intends to file a registration statement on Form S-4 that will include a proxy statement for Brand and a prospectus of Renasant, and Renasant will file relevant documents concerning the merger with the Securities and Exchange Commission (the “SEC”). This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. BRAND INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, BRAND AND THE PROPOSED MERGER. When available, the proxy statement/prospectus will be mailed to shareholders of Brand. Investors will also be able to obtain copies of the proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SEC’s Web site (www.sec.gov). In addition, documents filed with the SEC by Renasant will be available free of charge from Kevin Chapman, Executive Vice President and Chief Financial Officer, Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, telephone: (662) 680-1450.
Investor Inquiries E. Robinson McGraw Chairman Chief Executive Officer C. Mitchell Waycaster President Chief Operating Officer Kevin D. Chapman Executive Vice President Chief Financial Officer 209 TROY STREET TUPELO, MS 38804-4827 PHONE: 1-800-680-1001 FACSIMILE: 1-662-680-1234 WWW.RENASANT.COM WWW.RENASANTBANK.COM