Announces Five-Year Community Benefit
Plan
Renasant Corporation (NYSE: RNST) (“Renasant”) and The First
Bancshares, Inc. (“The First”) (NYSE: FBMS) jointly announced today
that they have entered into a definitive agreement and plan of
merger, pursuant to which The First will merge with and into
Renasant (the “Merger”) in an all-stock transaction valued at
approximately $1.2 billion, based on Renasant’s closing stock price
as of July 26, 2024. The Merger has been approved unanimously by
each company’s board of directors and is expected to close in the
first half of 2025. Completion of the transaction is subject to
customary closing conditions, including the receipt of required
regulatory approvals and the approval of Renasant and The First
shareholders.
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Headquartered in Hattiesburg, Mississippi, The First operates
111 branches across Mississippi, Louisiana, Alabama, Florida and
Georgia. As of June 30, 2024, The First had approximately $8.0
billion in total assets, $5.3 billion in total loans and $6.6
billion in total deposits. The Merger will create a six-state
Southeastern banking franchise with approximately $25 billion in
total assets, $18 billion in total loans and $21 billion in total
deposits, based on financial data as of June 30, 2024.
“As two of the largest banks headquartered in Mississippi, each
with a footprint across the Southeast, both Renasant and The First
have grown to know and respect each other’s operating philosophy,
dedication to providing best-in-class customer service and
commitment to the communities in which we operate,” said Renasant
CEO, Mitch Waycaster. “As with Renasant, The First has expanded
into some of the most dynamic, fastest growing markets in the
Southeast. Together, we create a more valuable company with the
meaningful scale needed to compete in today’s operating
environment.”
Kevin Chapman, Renasant’s President, further commenting on the
transaction, added, “This merger will greatly benefit our current
and future customers by expanding our locations, services and
products. The First is a strong community bank with employees who
are deeply invested in the markets they serve. We look forward to
enhancing our ability to serve the needs of our customers and
communities through this merger.”
M. Ray “Hoppy” Cole, President and CEO of The First, will become
a Senior Executive Vice President and join both the Renasant and
Renasant Bank boards of directors. Three additional independent
directors of The First will be appointed to both the Renasant and
Renasant Bank boards of directors, and two additional independent
directors of The First will be appointed to the Renasant Bank board
of directors.
“At The First, we are proud of the team we have assembled and
the company we have built together. The First has always operated
with a community-first mindset, building strong, trust-based
relationships with our clients and the markets we serve. Going
forward, we are excited for our customers, bankers and shareholders
to experience our next chapter as we join Renasant and form a
leading Southeast regional bank with the scale and capabilities of
a larger bank while maintaining the community bank touch our
customers have come to expect. Because of our great respect for the
culture Renasant has established and the like-minded manner in
which they operate, we believe this merger will create significant
benefits for all stakeholders,” said Cole.
According to the terms of the merger agreement, shareholders of
The First will receive 1.00 share of Renasant common stock for each
share of The First common stock. Additionally, all options of The
First will be cashed out at their in-the-money value at closing.
Based on Renasant’s closing stock price of $37.09 per share as of
July 26, 2024, the implied transaction value is approximately
$37.09 per The First share, or $1.2 billion, in the aggregate.
Excluding one-time transaction costs, the merger is expected to be
immediately accretive to Renasant’s estimated earnings per share
and to have a positive long-term impact on Renasant’s key
profitability and operating ratios.
Stephens Inc. is serving as Renasant’s exclusive financial
advisor and rendered a fairness opinion to Renasant’s board of
directors, and Covington & Burling LLP is serving as its legal
advisor. Keefe, Bruyette & Woods, A Stifel Company, is serving
as exclusive financial advisor and rendered a fairness opinion to
The First’s board of directors, and Alston & Bird LLP is
serving as its legal advisor.
Community Benefit Plan
In connection with the announcement of the Merger, Renasant
announced its adoption of a Community Benefit Plan. Under this
plan, which is effective upon completion of the Merger, Renasant is
committed to an $10.3 billion, five-year plan to foster economic
growth, access to financial services and inclusion in Renasant’s
and The First’s combined footprint. More information about
Renasant’s Community Benefit Plan can be found at www.renasant.com
under the News & Market Data tab.
Information to Access Joint Conference Call About the
Merger:
A live audio webcast and conference call with analysts will be
available beginning at 10:00 AM Eastern Time (9:00 AM Central Time)
on Tuesday, July 30, 2024.
The webcast is accessible at
https://event.choruscall.com/mediaframe/webcast.html?webcastid=trsUDhdF.
To access the conference call, dial 1-877-871-3172 in the
United States and enter access code: 9874245 for the
Renasant Corporation 2024 Investor Conference Call. International
participants should dial 1-412-902-6603 and enter the access code
9874245 to access the conference call.
The webcast will be archived on www.renasant.com after the call.
A replay can be accessed via telephone by dialing 1-877-344-7529 in
the United States and entering conference number 5191560 or by
dialing 1-412-317-0088 internationally and entering the same
conference number.
ABOUT RENASANT CORPORATION:
Renasant Corporation is the parent of Renasant Bank, a
120-year-old financial services institution. Renasant has assets of
approximately $17.5 billion and operates 185 banking, lending,
mortgage and wealth management offices in Mississippi, Tennessee,
Alabama, Florida, Georgia, North Carolina and South Carolina.
Additional information is available on Renasant’s website:
www.renasant.com.
ABOUT THE FIRST BANCSHARES, INC:
The First Bancshares, Inc., headquartered in Hattiesburg,
Mississippi, is the parent company of The First Bank. Founded in
1996, the First has operations in Mississippi, Louisiana, Alabama,
Florida and Georgia. Additional information is available on The
First’s website: www.thefirstbank.com.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction, Renasant will file
with the U.S. Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 (the “registration statement”),
which will contain a joint proxy statement of Renasant and The
First and a prospectus of Renasant (the “joint proxy
statement/prospectus”), and each of Renasant and The First may file
with the SEC other relevant documents regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BY RENASANT AND THE FIRST, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
RENASANT, THE FIRST AND THE PROPOSED TRANSACTION. When final, a
definitive copy of the joint proxy statement/prospectus will be
mailed to Renasant and The First shareholders. Investors and
security holders will be able to obtain the registration statement
and the joint proxy statement/prospectus, as well as other filings
containing information about Renasant and The First, free of charge
from Renasant or The First or from the SEC’s website when they are
filed. The documents filed by Renasant with the SEC may be obtained
free of charge at Renasant’s website, at www.renasant.com, by
requesting them by mail at Renasant Corporation, 209 Troy Street,
Tupelo, Mississippi 38804, Attention: Corporate Secretary. The
documents filed by The First with the SEC may be obtained free of
charge at The First’s website, at www.thefirstbank.com, or by
requesting them by mail at The First Bancshares, Inc., 6480 U.S.
Highway 98 West, Suite A, Hattiesburg, Mississippi 39402,
Attention: Corporate Secretary.
PARTICIPANTS IN THE SOLICITATION
Renasant and The First and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Renasant or The
First in respect of the proposed transaction. Information about
Renasant’s directors and executive officers is available in
Renasant’s proxy statement dated March 13, 2024, for its 2024
Annual Meeting of Shareholders, and other documents filed by
Renasant with the SEC. Information about The First’s directors and
executive officers is available in The First’s proxy statement
dated April 10, 2024, for its 2024 Annual Meeting of Shareholders,
and other documents filed by The First with the SEC. Other
information regarding the persons who may, under the rules of the
SEC, be deemed participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction when they become
available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Renasant or The First as indicated
above.
NO OFFER OR SOLICITATION
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval with respect to the proposed merger of
Renasant and The First, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Statements included in this communication which are not
historical in nature or do not relate to current facts are intended
to be, and are hereby identified as, forward-looking statements for
purposes of the safe harbor provided by Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements are based on, among other things, Renasant management’s
and The First management’s beliefs, assumptions, current
expectations, estimates and projections about the financial
services industry, the economy and Renasant and The First. Words
and phrases such as “may,” “approximately,” “continue,” “should,”
“expects,” “projects,” “anticipates,” “is likely,” “look ahead,”
“look forward,” “believes,” “will,” “intends,” “estimates,”
“strategy,” “plan,” “could,” “potential,” “possible” and variations
of such words and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements may
include projections of, or guidance on, the Renasant’s or the
combined company’s future financial performance, asset quality,
liquidity, capital levels, expected levels of future expenses,
including future credit losses, anticipated growth strategies,
descriptions of new business initiatives and anticipated trends in
the Renasant’s business or financial results. Renasant and The
First caution readers that forward-looking statements are subject
to certain risks and uncertainties that are difficult to predict
with regard to, among other things, timing, extent, likelihood and
degree of occurrence, which could cause actual results to differ
materially from anticipated results. Such risks and uncertainties
include, among others, the following possibilities: the occurrence
of any event, change or other circumstances that could give rise to
the right of one or both of the parties to terminate the definitive
merger agreement entered into between Renasant and The First; the
outcome of any legal proceedings that may be instituted against
Renasant or The First; the failure to obtain necessary regulatory
approvals (and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the business combination
transaction) and shareholder approvals or to satisfy any of the
other conditions to the business combination transaction on a
timely basis or at all; the possibility that the anticipated
benefits of the business combination transaction are not realized
when expected or at all, including as a result of the impact of, or
problems arising from, the integration of the two companies or as a
result of the strength of the economy and competitive factors in
the areas where Renasant and The First do business; the possibility
that the business combination transaction may be more expensive to
complete than anticipated; diversion of management’s attention from
ongoing business operations and opportunities; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the business combination transaction; changes in Renasant’s share
price before the closing of the business combination transaction;
risks relating to the potential dilutive effect of shares of
Renasant common stock to be issued in the business combination
transaction; and other factors that may affect future results of
Renasant, The First and the combined company. Additional factors
that could cause results to differ materially from those described
above can be found in Renasant’s Annual Report on Form 10-K for the
year ended December 31, 2023, The First’s Annual Report on Form
10-K for the year ended December 31, 2023, and in other documents
Renasant and The First file with the SEC, which are available on
the SEC’s website at www.sec.gov.
All forward-looking statements, expressed or implied, included
in this communication are expressly qualified in their entirety by
the cautionary statements contained or referred to herein. If one
or more events related to these or other risks or uncertainties
materialize, or if Renasant’s or The First’s underlying assumptions
prove to be incorrect, actual results may differ materially from
what Renasant and The First anticipate. Renasant and The First
caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date they
are made and are based on information available at that time.
Neither Renasant nor The First assumes any obligation to update or
otherwise revise any forward-looking statements to reflect
circumstances or events that occur after the date the
forward-looking statements were made or to reflect the occurrence
of unanticipated events except as required by federal securities
laws.
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For Media: John S. Oxford Senior Vice President Chief Marketing
Officer (662) 680-1219
For Financials: James C. Mabry IV Executive Vice President Chief
Financial Officer (662) 680-1281
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