![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Renasant Corporation | NASDAQ:RNST | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 26.06 | 25.51 | 26.63 | 0 | 01:00:00 |
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
December 10, 2014
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)
Registrants 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)) |
Item 8.01. | Other Events. |
On December 10, 2014, representatives of Renasant Corporation (Renasant) made a presentation to employees of Heritage Financial Group, Inc. (Heritage) in connection with the merger of Heritage with and into Renasant following the announcement of the entry into the merger agreement after the close of the market on December 10, 2014. A copy of the presentation materials is filed as Exhibit 99.1 to this Form 8-K. Additionally, an information sheet about Renasant that is expected to be made available to Heritage customers at Heritage branch locations is filed as Exhibit 99.2 to this Form 8-K.
Additional Information About the Renasant/Heritage Transaction
This communication is being made in respect of the proposed merger transaction involving Renasant and Heritage. In connection with the proposed merger, Renasant and Heritage will file a registration statement on Form S-4 that will include a joint proxy statement/prospectus, and 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 or a solicitation of any vote or approval. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE JOINT 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 JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, HERITAGE AND THE PROPOSED MERGER. When available, the joint proxy statement/prospectus will be mailed to shareholders of Renasant and stockholders of Heritage. Investors will also be able to obtain copies of the joint proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SECs 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. Documents filed with the SEC by Heritage will be available free of charge from Heritage by contacting T. Heath Fountain, Chief Financial Officer, Heritage Financial Group, Inc., 721 N. Westover Blvd, Albany, Georgia, telephone: (229) 878-2055.
Renasant, Heritage and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Renasant and the stockholders of Heritage in connection with the proposed merger. Information about the directors and executive officers of Renasant is included in the proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on March 11, 2014. Information about the directors and executive officers of Heritage is included in the proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April 25, 2014. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This report 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 report reflects the current views and estimates of future economic circumstances, industry conditions, company performance, and financial results of the management of Renasant and Heritage. These forward-looking statements are subject to a number of factors and uncertainties which could cause Renasants, Heritages or the combined companys 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 neither Renasant nor Heritage assumes any duty to update forward-looking statements. In addition to factors previously disclosed in Renasants and Heritages reports filed with the SEC and those identified elsewhere in this report, these forward-looking statements include, but are not limited to, statements about (i) the expected benefits of the transaction between Renasant and Heritage and between Renasant Bank and HeritageBank of the South, 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 (ii) Renasants and Heritages plans, objectives, expectations and intentions and other statements
contained in this report that are not historical facts. Other statements identified by words such as expects, anticipates, intends, plans, believes, seeks, estimates, targets, projects or words of similar meaning generally are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of Renasants and Heritages management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond their respective 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.
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 Heritage 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, including issues arising in connection with Heritages integration of Alarion Financial Services, Inc.; (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) Renasants shareholders or Heritages stockholders 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 companys 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 Renasants and Heritages results to differ materially from those described in the forward-looking statements can be found in Renasants and Heritages 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 SECs website (www.sec.gov). All subsequent written and oral forward-looking statements concerning Renasant, Heritage or the proposed merger or other matters and attributable to Renasant, Heritage or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Renasant and Heritage do not undertake any obligation to update any forward-looking statement, whether written or oral, to reflect circumstances or events that occur after the date the forward-looking statements are made.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit |
Description of Exhibit | |
99.1 | Presentation materials, dated December 10, 2014. | |
99.2 | Renasant information sheet. |
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: December 11, 2014 | By: | /s/ E. Robinson McGraw | ||
E. Robinson McGraw | ||||
Chairman, President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
99.1 | Presentation materials, dated December 10, 2014. | |
99.2 | Renasant information sheet. |
![]() Renasant
Renasant
Company Overview
Company Overview
Exhibit 99.1 |
![]() 2
This presentation contains forward looking statements with respect to the
financial condition, results of operations and business of Renasant
Corporation (Renasant). These forward looking
statements include, but are not limited to, statements about
Renasants plans, objectives, expectations and intentions and other
statements contained in this presentation that are not historical
facts. Other statements identified by
words
such
as
expects,
anticipates,
intends,
plans,
believes,
seeks,
estimates,
targets,
projects
or words of similar meaning generally are intended
to identify forward looking statements. These statements are based upon
the current beliefs and expectations of Renasants management
and are inherently subject to significant business, economic and
competitive risks and uncertainties, many of which are beyond
Renasants 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
materially
from
those
indicated
or implied in the forward looking statements. Renasant does not assume any
obligation to update forward looking statements.
Forward Looking Statement |
![]() 3
Founded in 1904
Approximately 1,400 employees
NASDAQ Global Select: RNST
Market cap ($mm) = $925 mm
Operates more than 120 banking,
lending, financial services and
insurance offices in MS, TN, AL and
GA
Financial highlights at
September 30, 2014:
Assets
$5.75 billion
Loans
3.96 billion
Deposits
4.76 billion
Renasant Bank Background |
![]() Our Brands |
![]() 5
Our Story |
![]() 6
Community Involvement |
![]() 7
Our vision is to be the financial services advisor and provider of choice
in each community we serve
The franchise approach empowers community bank presidents to execute their
own business plans in order to achieve our vision
Although decision-making remains at a local level, the centralization
of main departments helps maintain consistent quality and enables
attainment economies of scale
Our core values:
(1) employees are our greatest assets
(2) quality is not negotiable
(3) clients
trust is foremost
Our Vision and Core Values |
![]() 8
Build Capital Ratios
Enhance Profitability
Aggressively Manage
Problem Credits
Capitalize on
Opportunities
Loan growth
Core deposit growth
Net interest margin expansion / mitigate interest rate risk
Noninterest expense control
Focus on acquisition opportunities
Leverage existing markets
Seek new markets
New lines of business
Quarantine troubled assets
Selective balance sheet growth
Maintain dividend
Non-TARP participant
Four Key Strategic Initiatives |
![]() More
than
125
banking,
lending,
financial
services
and
insurance
offices
9
West
27%
North
27%
East
28%
South
18%
Portfolio Loans
West
37%
North
16%
East
21%
South
26%
Total Deposits
Current Footprint |
![]() 10
RNST Footprint
June 2010 |
![]() 11
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, TN
Assets: $1.6 billion
2011
2012
2013
De novo expansion:
Bristol, TN
Johnson City, TN
Market Expansion Experience Since 2010 |
![]() 12
Expansions in 2010
2013
RNST
De Novo
FMFC
Acquisition
Our Current Footprint |
![]() 13
Alabama
Georgia
Mississippi
Tennessee
Source: SNL Financial
Data as of 6/30/13
Deposits
Market
Rank
Institution
($mm)
Share
Branches
1
Regions Financial Corp.
$14,432
32.56
%
118
2
Banco Bilbao Vizcaya Argentaria SA
7,103
16.02
46
3
Wells Fargo & Co.
5,777
13.03
65
4
BB&T Corp.
2,540
5.73
30
5
Synovus Financial Corp.
2,471
5.57
27
6
ServisFirst Bancshares Inc.
2,132
4.81
7
7
PNC Financial Services Group Inc.
1,437
3.24
31
8
Cadence Bancorp LLC
1,054
2.38
26
9
Bryant Bank
919
2.07
12
10
Renasant Corp.
759
1.71
15
Deposits
Market
Rank
Institution
($mm)
Share
Branches
1
SunTrust Banks Inc.
$26,163
35.55
%
65
2
Bank of America Corp.
15,175
20.62
46
3
Wells Fargo & Co.
14,737
20.02
79
4
BB&T Corp.
4,160
5.65
25
5
Regions Financial Corp.
1,823
2.48
30
6
Synovus Financial Corp.
1,480
2.01
13
7
BankCap Equity Fund LLC
939
1.28
1
8
State Bank Financial Corp.
839
1.14
3
9
JPMorgan Chase & Co.
672
0.91
28
10
United Community Banks Inc.
667
0.91
10
11
Renasant Corp.
587
0.80
12
Deposits
Market
Rank
Institution
($mm)
Share
Branches
1
Trustmark Corp.
$4,720
19.03
%
76
2
Regions Financial Corp.
4,216
17.00
75
3
BancorpSouth Inc.
3,358
13.54
67
4
Renasant Corp.
2,883
11.62
77
5
BancPlus Corp.
1,370
5.52
40
6
Cadence Bancorp LLC
716
2.89
15
7
Community Bancshares of Mississippi
714
2.88
15
8
Bankfirst Capital Corp.
492
1.99
10
9
Citizens Holding Co.
470
1.90
11
10
First Horizon National Corp.
437
1.76
6
Deposits
Market
Rank
Institution
($mm)
Share
Branches
1
First Horizon National Corp.
$10,100
18.69
%
86
2
Regions Financial Corp.
9,545
17.66
97
3
Bank of America Corp.
6,948
12.86
45
4
SunTrust Banks Inc.
6,408
11.86
81
5
Pinnacle Financial Partners Inc.
2,508
4.64
14
6
Wells Fargo & Co.
1,450
2.68
19
7
Fifth Third Bancorp
1,230
2.28
28
8
U.S. Bancorp
1,201
2.22
42
9
CapStar Bank
917
1.70
5
10
Independent Holdings Inc.
717
1.33
10
12
Renasant Corp.
644
1.19
14
Deposit Market Share
Combined Counties of Operation |
![]() 14
Ownership
11 Research Analysts:
Drexel Hamilton
FIG Partners
Hilliard Lyons
Hovde
Jefferies
Keefe, Bruyette, & Woods, Inc.
Raymond James
Sandler ONeill and Partners
Stephens, Inc.
Sterne Agee
Wunderlich
Mean Recommendation: Buy
Market Cap: $925M
3 Month Average Daily Trading
Volume: 65,248
Analyst Coverage
Institutional
48.4%
Insider
5.1%
Retail
46.5%
Strong Institutional Following |
![]() 15
Historical Dividend per Share Since 2000
Historical dividends adjusted for stock splits in December 2003 and August
2006 $0.39
$0.43
$0.46
$0.50
$0.55
$0.58
$0.63
$0.66
$0.68
$0.68
$0.68
$0.68
$0.68
$0.68
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
$0.60
$0.70
$0.80
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Consistent and Strong Dividend |
![]() |
![]() 17
Renasant and Heritage will be filing a joint proxy statement/prospectus,
and other 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 or a solicitation
of any vote or approval. INVESTORS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE
FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED
BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, HERITAGE
AND THE PROPOSED MERGER. When available, the joint proxy statement/prospectus will be mailed to
shareholders
of
both
Renasant
and
Heritage.
Investors
will
also
be
able
to
obtain
copies
of
the
joint
proxy
statement/prospectus
and other relevant documents (when they become available) free of
charge at the SECs Web site (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.
Renasant, Heritage and certain of their directors, executive officers
and other members of management and employees may be deemed
to be participants in the solicitation of proxies from the shareholders of Renasant and Heritage in
connection with the proposed merger. Information about the
directors and executive officers of Renasant is included in the
proxy statement for its 2014 annual meeting of shareholders, which was
filed with the SEC on March 11, 2014. Information about
the directors and executive officers of Heritage is included in the proxy statement for its 2014 annual meeting of
shareholders, which was filed with the SEC on April 25, 2014.
Additional information regarding the interests of such
participants
and
other
persons
who
may
be
deemed
participants
in
the
transaction
will
be
included
in
the
joint
proxy
statement/prospectus
and
the
other
relevant
documents
filed
with
the
SEC
when
they
become
available.
Additional Information |
Exhibit 99.2
Exhibit 99.2
Understanding You
HISTORY OF STRENGTH
Founded in 1904 in Tupelo, Mississippi, Renasant Bank is one of the Souths oldest financial institutions. During the past 10 years, Renasant has expanded into markets which include Memphis, TN (2004), Birmingham, Huntsville, and Decatur, AL (2005), Nashville, TN (2007), Northern Georgia (2010,) Tuscaloosa and Montgomery, AL (2011), Starkville, MS (2011), East Tennessee (2012) and the recently acquired territories of First M&F (2013).
REMAINING STRONG THROUGHOUT CRISIS AND CALM
While making solid loans, safeguarding deposits and providing personalized service might be boring traditional banking to some, its how Renasant has remained strong throughout both crisis and calm. This dedication to traditional community banking has also allowed Renasant to consistently pay dividends to shareholders during recent turbulent times.
PROVIDING EXTRAORDINARY SERVICE
With services including traditional banking, asset-based lending, wealth management, insurance, mortgage lending, trust services and many more, Renasants number one goal is to understand clients needs while providing extraordinary service.
Because of the quality of the employees and the size of the company, Renasant is well positioned to deliver all the products of a mega-bank but still have the personal touch of a community bank. At its core, Renasant is a bank that knows its clients by name and meets their needs through understanding.
LOOKING FORWARD
Building relationships, helping individuals, families and businesses reach their financial dreams, and supporting the communities Renasant serves has always been the companys calling. Renasant has remained strong while others in the financial services industry faltered by holding to this calling and its time-tested conservative business model.
RENASANT LOCATIONS
800.680.1601
renasantbank.com
QUICK FACTS
Renasant Corporation is the parent company of Renasant Bank and Renasant Insurance, Inc.
The company has assets of approximately $5.75 billion as of September 30, 2014.
Renasant has more than 120 locations throughout Alabama, Georgia, Mississippi and Tennessee
Renasants common stock is traded on NASDAQ Stock Exchange under the symbol RNST.
Renasant Bank did not participate in the federal governments Trouble Asset Relief Program (TARP).
A VARIETY OF PERSONAL AND
BUSINESS SERVICES
Checking, Savings and Money Market Accounts
Certificates of Deposit
IRAs and Health Savings Accounts
Loans and Lines of Credit
Online Banking, Bill Pay and Mobile Banking
Residential and Commercial Mortgages
Corporate Banking, Bill Pay and Mobile Banking
Treasury Management Services
Retail Brokerage Services*
Trust and Retirement Planning
Personal and Business Insurance*
facebook/renasantbank
@renasant
/user/RNSTTV
*Investment Services and Insurance Services Are:
Not FDIC-Insured
Not a Deposit
May Go Down in Value
Not Bank Guaranteed
Not Insured by Any Federal Government Agency
UPDATED 12/2014
|
Additional Information
Renasant and Heritage will be filing a joint proxy statement/prospectus, and other 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 or a solicitation of any vote or approval. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, HERITAGE AND THE PROPOSED MERGER. When available, the joint proxy statement/prospectus will be mailed to shareholders of both Renasant and Heritage. Investors will also be able to obtain copies of the joint proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SECs Web site (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.
Renasant, Heritage and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Renasant and Heritage in connection with the proposed merger. Information about the directors and executive officers of Renasant is included in the proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on March 11, 2014. Information about the directors and executive officers of Heritage is included in the proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April 25, 2014. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
1 Year Renasant Chart |
1 Month Renasant Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions