UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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. |
The Company is a party to, and has issued multiple series of subordinated notes under, a Subordinated Indenture dated as of August 22, 2016 (the “Base Indenture”) by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture dated as of August 22, 2016 between the Company and the Trustee (the “First Supplemental Indenture”), that certain Second Supplemental Indenture dated as of August 22, 2016 between the Company and the Trustee (the “Second Supplemental Indenture”), that certain Third Supplemental Indenture dated as of September 3, 2020 between the Company and the Trustee (the “Third Supplemental Indenture”), and that certain Fourth Supplemental Indenture dated as of November 23, 2021 between the Company and the Trustee (the “Fourth Supplemental Indenture”; and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”).
On November 24, 2021, the Company and the Trustee executed and delivered a First Amendment to Third Supplemental Indenture dated as of November 24, 2021 to clarify an ambiguity in the Third Supplemental Indenture relating to the Company’s ability to issue additional subordinated notes under the Indenture.
The foregoing description of the First Amendment to Third Supplemental Indenture is qualified in its entirety by reference to the complete text of the First Amendment to Third Supplemental Indenture, a copy of which is attached as Exhibit 4.3 to this Current Report on Form 8-K and incorporated herein by reference and the Base Indenture and the Third Supplemental Indenture, which are incorporated herein by reference as Exhibits 4.1 and 4.2, respectively.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RENASANT CORPORATION | ||||||
| Date: November 24, 2021 | By: | /s/ C. Mitchell Waycaster | ||||
| C. Mitchell Waycaster | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 4.3
Execution copy
RENASANT CORPORATION
FIRST AMENDMENT TO
THIRD SUPPLEMENTAL INDENTURE
dated as of September 3, 2020
to the Subordinated Indenture
dated as of August 22, 2016
4.50% Fixed-to-Floating Rate Subordinated Notes due 2035
Wilmington Trust, National Association, as Trustee
FIRST AMENDMENT TO
THIRD SUPPLEMENTAL INDENTURE
THIS FIRST AMENDMENT TO THIRD SUPPLEMENTAL INDENTURE (this “Amendment to Third Supplemental Indenture”), dated as of November 24, 2021, is made by and between Renasant Corporation, a Mississippi corporation (the “Company”), and Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as trustee (“Trustee”).
RECITALS
WHEREAS, the Company and the Trustee have executed and delivered a Subordinated Indenture, dated as of August 22, 2016 (the “Base Indenture” and as supplemented by the First Supplemental Indenture, dated as of August 22, 2016 between the Company and the Trustee, by the Second Supplemental Indenture, dated as of August 22, 2016 between the Company and the Trustee, by the Third Supplemental Indenture, dated as of September 3, 2020 (the “Original Third Supplemental Indenture”) between the Company and the Trustee, and by the Fourth Supplemental Indenture, dated as of November 23, 2021 between the Company and the Trustee, and as further supplemented from time to time, the “Indenture”), to provide for the issuance from time to time by the Company of its unsecured subordinated indebtedness to be issued in one or more series as provided in the Indenture;
WHEREAS, the Company desires to amend the Original Third Supplemental Indenture as set forth herein;
WHEREAS, Section 9.1(i) of the Base Indenture, as amended by the Original Third Supplemental Indenture, provides that the Company and the Trustee may, without the consent of any Holder, enter into a supplemental indenture to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of the Notes as determined, in good faith, by the Company;
WHEREAS, all things necessary to make this Amendment to Third Supplemental Indenture a legal and binding amendment to the Original Third Supplemental Indenture in accordance with its terms and the terms of the Base Indenture have been done;
WHEREAS, the Company has complied with all conditions precedent provided for in the Base Indenture and the Original Third Supplemental Indenture relating to this Amendment to Third Supplemental Indenture; and
WHEREAS, the Company has requested that the Trustee execute and deliver this Amendment to Third Supplemental Indenture.
NOW, THEREFORE, for and in consideration of the premises stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Trustee covenant and agree, for the equal and proportionate benefit of the Holders of the 2035 Notes, as follows:
1
ARTICLE I
AMENDMENT TO SECTION 5.01 OF
THE ORIGINAL THIRD SUPPLEMENTAL INDENTURE
Section 1.01. Modification of Supplemental Indentures Without Consent of Holders. Solely with respect to the 2035 Notes, Section 5.01 of the Original Third Supplemental Indenture is hereby amended by further amending the text of Section 9.1 of the Base Indenture as follows:
| • | deleting the word “or” at the end of Section 9.1(h) in the Original Third Supplemental Indenture. |
| • | deleting the period at the end of Section 9.1(i) in the Original Third Supplemental Indenture and inserting “; or”. |
| • | adding the following language to Section 9.1 of the Original Third Supplemental Indenture: |
“(j) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture.”
ARTICLE II
MISCELLANEOUS
Section 2.01. Remaining Provision of the Original Third Supplemental Indenture in Full Force. Except as provided above, all other provisions of the Original Third Supplemental Indenture shall remain in full force and effect.
Section 2.02. Trustee’s Disclaimer. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Amendment to Third Supplemental Indenture, the 2035 Notes, or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.
[Remainder of page intentionally left blank.]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Third Supplemental Indenture to be duly executed as of the date first above written.
| RENASANT CORPORATION | ||
| By: | /s/ C. Mitchell Waycaster | |
| Name: | C. Mitchell Waycaster | |
| Title: | President and Principal Executive Officer | |
[Signature Page to Amendment to Third Supplemental Indenture]
3
| Wilmington Trust, National Association, as Trustee | ||
| By: | /s/ Michael H. Wass | |
| Name: | Michael H. Wass | |
| Title: | Vice President | |
[Signature Page to Amendment to Third Supplemental Indenture]
4