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
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: (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)) | |||||
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.
On January 3, 2023, Renasant Corporation (“Renasant”) issued a press release announcing that, effective December 30, 2022, its wholly-owned subsidiary, Renasant Bank, acquired Continental Republic Capital, LLC, a commercial finance company doing business under the name "Republic Business Credit." A copy of Renasant's press release is attached as Exhibit 10.1 to this Form 8-K.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
The exhibit filed herewith may contain, or incorporate by reference, statements about Renasant that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “projects,” “anticipates,” “intends,” “estimates,” “plans,” “potential,” “focus,” “possible,” “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. Forward-looking statements include information about Renasant’s future financial performance, business strategy, projected plans and objectives and are based on the current beliefs and expectations of management. Renasant’s management believes these forward-looking statements are reasonable, but they are all 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. Investors are cautioned that any such forward-looking statements are not guarantees for future performance and involve risks and uncertainties and, accordingly, investors should not place undue reliance on these forward-looking statements, which speak only as of the date they are made.
Important factors currently known to management that could cause our actual results to differ materially from those in forward-looking statements include the following: (i) the Company’s ability to efficiently integrate acquisitions into its operations, retain the customers of these businesses, grow the acquired operations and realize the cost savings expected from an acquisition to the extent and in the timeframe anticipated by management; (ii) the effect of economic conditions and interest rates on a national, regional or international basis; (iii) timing and success of the implementation of changes in operations to achieve enhanced earnings or effect cost savings; (iv) competitive pressures in the consumer finance, commercial finance, insurance, financial services, asset management, retail banking, mortgage lending and auto lending industries; (v) the financial resources of, and products available from, competitors; (vi) changes in laws and regulations as well as changes in accounting standards; (vii) changes in policy by regulatory agencies; (viii) changes in the securities and foreign exchange markets; (ix) the Company’s potential growth, including its entrance or expansion into new markets, and the need for sufficient capital to support that growth; (x) changes in the quality or composition of the Company’s loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers; (xi) an insufficient allowance for credit losses on loans or unfunded commitments as a result of inaccurate assumptions; (xii) general economic, market or business conditions, including the impact of inflation; (xiii) changes in demand for loan products and financial services; (xiv) concentration of credit exposure; (xv) changes or the lack of changes in interest rates, yield curves and interest rate spread relationships; (xvi) increased cybersecurity risk, including potential network breaches, business disruptions or financial losses; (xvii) civil unrest, natural disasters, epidemics (including the re-emergence of the COVID-19 pandemic) and other catastrophic events in the Company’s geographic area; (xviii) the impact, extent and timing of technological changes; and (xix) other circumstances, many of which are beyond management’s control.
Management believes that the assumptions underlying Renasant’s forward-looking statements are reasonable, but any of the assumptions could prove to be inaccurate. Investors are urged to carefully consider the risks described in Renasant’s filings with the Securities and Exchange Commission (the “SEC”) from time to time, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are available at www.renasant.com and the SEC’s website at www.sec.gov.
Renasant undertakes no obligation, and specifically disclaims any obligation, to update or revise forward-looking statements, whether as a result of new information or to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by federal securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith and this list shall constitute the exhibit index:
Exhibit No. | Description | |||||||
| 10.1 | ||||||||
104 | The cover page of Renasant Corporation’s Form 8-K is formatted in Inline XBRL. | |||||||
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: January 3, 2023 | By: | /s/ C. Mitchell Waycaster | |||||||||
C. Mitchell Waycaster | |||||||||||
President and Chief Executive Officer | |||||||||||
1 Contacts: For Media: For Financials: John S. Oxford James C. Mabry IV Senior Vice President Executive Vice President Chief Marketing Officer Chief Financial Officer (662) 680-1219 (662) 680-1281 RENASANT BANK ACQUIRES REPUBLIC BUSINESS CREDIT TUPELO, MISSISSIPPI (January 3, 2023) - Renasant Corporation (NASDAQ: RNST) (the “Company”) announced today that effective December 30, 2022, its wholly-owned subsidiary, Renasant Bank, has acquired Republic Business Credit (formally known as Continental Republic Capital, LLC) (“RBC”) in an all cash transaction. RBC is a market-leading commercial finance company with average earning assets in excess of $100 million. Founded in 2011, RBC has grown into a premier, tech-enabled independent commercial finance platform that provides factoring and asset-based lending solutions (“ABL”) to commercial borrowers nationwide with more than $8 billion in factoring originations alone since inception. RBC will operate as a separate subsidiary of Renasant Bank and will continue to operate under and leverage its existing brand name. All of RBC’s current leadership and associates are expected to remain in their positions, led by its co-founder and CEO, Stewart Chesters, its President, Robert Meyers, and its Chief Operating Officer, Matthew Begley. “We are excited to welcome Republic Business Credit to Renasant Bank,” said Mitch Waycaster, President and CEO of Renasant Corporation. “RBC has a track-record of growth, profitability and strong asset quality. This partnership allows Renasant to add depth to lines of business where we have expertise and have experienced success.” Mr. Chesters commented, “The RBC team is thrilled to join the Renasant family. Together we will support more small- and medium-sized businesses under a shared sense of values and credit discipline. From the
2 initial meeting with Mitch Waycaster and Renasant’s leadership team, there has been a natural cultural fit with the bank that sets us up for mutual success going forward.” RBC’s President, Robert Meyers, further added, “Renasant allows our team to continue to expand and to provide incredible development opportunities for our people.” Meyers continued, “This dynamic partnership with Renasant will expand access to working capital for our current clients and better serve our referral sources and private equity partnerships with additional product offerings.” Renasant was advised by Raymond James & Associates, Inc. and the law firm of Phelps Dunbar LLP. RBC was advised by Hovde Group, LLC and the law firm of Krieg Devault LLP. Terms of the transaction were not disclosed. ABOUT RENASANT CORPORATION: Renasant Corporation is the parent of Renasant Bank, a 119-year-old financial services institution. Renasant has assets of approximately $16.5 billion and operates 195 banking, lending, mortgage, wealth management and insurance offices in Mississippi, Tennessee, Alabama, Florida, Georgia, North Carolina and South Carolina. ABOUT CONTINENTAL REPUBLIC CAPITAL, LLC: Republic Business Credit is a nationally recognized commercial finance company supporting the working capital requirements of companies nationwide, including private equity and entrepreneurial businesses. Republic provides asset-based lending, ledgered lines of credit, traditional factoring, factoring and Fast AR Funding. Republic partners with its clients to provide up to $15 million in senior credit facilities to rapidly growing businesses, start-ups and companies experiencing recoverable distress. Nationally recognized as winner of the 2015 Emerging Growth Company award from the Association for Corporate Growth, Republic’s expert and knowledgeable team also boasts four “Top 40 Under 40” winners, two “Top Women in Secured Finance” and a “Top Women in Asset Based Lending” by the Secured Finance Network and ABF journals, respectively. Republic is headquartered in New Orleans with additional offices in Chicago, Los Angeles and Houston. SAFE HARBOR LANGUAGE: This press release may contain, or incorporate by reference, statements about Renasant Corporation that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “projects,” “anticipates,” “intends,” “estimates,” “plans,” “potential,” “focus,” “possible,” “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. Forward-looking statements include information about the Company’s future financial performance, business strategy, projected plans and objectives and are based on the current beliefs and expectations of management. The Company’s management believes these forward-looking statements are reasonable, but they are all inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the Company’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. Prospective investors are cautioned
3 that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties and, accordingly, investors should not place undue reliance on these forward-looking statements, which speak only as of the date they are made. Investors are urged to carefully consider the risks described in the Company’s filings with the Securities and Exchange Commission (the “SEC”) from time to time, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are available at www.renasant.com and the SEC’s website at www.sec.gov. The Company undertakes no obligation, and specifically disclaims any obligation, to update or revise forward-looking statements, whether as a result of new information or to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by federal securities laws. ###