由renasant公司提交
根據1933年修訂的第425條
交易法1934年修正後
並根據標的規則視為已提交 14a-12 根據
證券交易所1934年修正後
目標公司: 第一銀行股份有限公司
委員會檔案編號： 001-42107
renasant 公司 [RNST]
投資者關係 與The First Bancshares, Inc. [FBMS] 合併的電話會議
Renasant 公司將收購 The First Bancshares, Inc.
演示運營商訊息
運營商 (運營商)
大家早上好，歡迎參加 renasant 公司投資者看漲。[運營商指示] 同時請注意，今天的活動正在錄製中。
現在是由 Renasant 首席會計主管 Kelly Hutcheson 主持發言。女士，請開始。
主持人演講
Kelly Hutcheson(執行人)
感謝您參加今天的renasant和第一次的合併看漲。今天的通話由Mitch Waycaster、Kevin Chapman、Jim Mabry和Hoppy Cole主持。同時參與通話的還有David Meredith和Dee Dee Lowery。
在我們開始之前，請注意我們在通話中許多評論將是前瞻性陳述，涉及風險和不確定性。有許多因素可能導致實際結果與預期結果或其他前瞻性陳述中表達的期望有很大不同。這些因素在我們提交給證券交易委員會的文件中進行了討論，包括我們於2024年7月29日向SEC提交的有關我們股權發行的初步說明書補充內容。我們沒有義務並且明確放棄更新或修改前瞻性陳述，以反映改變的假設，意外事件的發生或未來經營結果隨時間的變化。
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我現在想把演講交給米奇·韋卡斯特。
主持人演講
米切爾 威卡斯特（行政人員）
謝謝凱莉，早上好我們感謝您在討論我們宣布收購 The 的時候加入電話 第一銀行股公司及 後續 股票發售。
在將電話交給霍比、凱文和吉姆之前 我想提出一些評論。為了解為什麼這次收購對我們非常適合的背景，我已經認識 Hoppy Cole 多年，並長期欣賞他和他的團隊所做的成就。增長 500 萬美元的哈蒂斯堡 社區銀行成為一家 8 億美元的機構，在佛羅里達州、喬治亞州、密西西比州、路易斯安那州和阿拉巴馬州擁有強大的存款基礎
首先是社區銀行家專注於在其市場上建立可信賴的關係，以成為客戶的首選金融服務提供商。在地理上，他們已在許多地區建立了強大的業務 東南最動態發展的市場。The First 擁有細微的客戶群，貸款集中有限，並擁有強大的零售存款基礎。他們也擁有強大的信用文化，表現良好。
所有這些屬性也適用於 Renasant。我們相信這些相似之處將幫助整合過程順利進行，並使我們能夠 實現我們模型化的財務結果。
如您所知，我們宣布銀行合併以來已經有幾年了。我們已經查看了一個 機會數量，這個機會勾選了所有框。基於我提到的原因，這是我們一直在尋找的協議。今天，我對 Renasant 和我們面前面的機會一樣興奮起來。
我現在將電話轉交給霍比。
主持人 演講
米尔顿·科尔（行政人員）
謝謝， 米奇。我感謝這些友好的話，並且對我們兩個組織之間的相似之處無法更加同意。我們在近 30 年前創立 The First 時，我們的目標是在充滿活力的東南市場建立長期關係和 結果是增長。我對我們的團隊為我們如何實現這個願景而感到自豪。現在有了 Renasant，我們無法尋求更好的合作夥伴繼續走這條路。我對我們的合作夥伴，我們的客戶和股東感到興奮， 我們進入下一章，我對這個組合的成功有信心。
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有鑑於我們各自團隊在併購整合方面的經驗，我可以確定這將是一個順利的過渡，特別是因為從文化上來說，我不覺得這會帶來任何改變。再次，我們對公司歷史上的這一新篇章感到興奮，因為我們加入Renasant以打造頂尖的東南部銀行業務。
現在我將通話轉給Kevin
主講人演講
Kevin Chapman（高管）
謝謝Hoppy。我想首先重申這種興奮。對我們公司來說，這是一個很棒的機會，對於幾個原因來說，這確實是對的交易時機。
首先，我們認為這次併購和整合風險較低 — 盡管不忽視將兩個地理多元的大型機構合併所涉及的複雜性，但我們認為The First是一個很好的文化匹配，我們對他們的人員和市場有很深的了解和熟悉，使這筆交易讓人非常放心。這在我們深入的盡職調查過程中得以確認。此外，我們在此交易中已與監管機構進行了大量積極的對話，以便在整個過程中讓他們瞭解情況。
其次，這筆收購在重要程度上改善了我們的財務狀況。從第4頁可以看到，The First擁有龐大的規模，總資產達250億美元，並加快了收益提升，EPS增值約30%。如第5頁所示，我們預計ROA將增至1.3%，可望達到高十幾的無形股東權益投資回報率和高效率比率。 五十多歲。 我們相信合併後的公司可以實現這些改善的盈利指標，同時還能在renasant現有的資產負債表強度基礎上，進一步加強我們豐富的存款基礎，提升我們的流動性，改善我們的資產質量指標。
最後，把模型拋在腦後，這筆收購讓我們成為一家更好的銀行。如幻燈片8和7所示，這筆收購為我們在佛羅里達和海灣沿岸帶來了實力，這將改善我們持續增長的前景。我們還在密西西比、佐治亞和阿拉巴馬增加了密度。我們進入路易斯安那州，我們認為這將有助於品牌認知並使我們的分行網絡運作更有效率。
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轉到幻燈片 9。在我們看來，The First 擁有東南地區最好的存款基地之一。他們是 客戶存款只需幾乎沒有批發資金，並增強了我們已經強大的存款基礎。
我現在要求吉姆談一些關於 審查流程和財務假設。
主持人演講
詹姆斯·梅布里（行政人員）
謝謝凱文之前 進入建模細節，我想基於 Kevin 對資產負債表的評論。如您可以在幻燈片 14 上看到的那樣，此交易將增強存款和流動性頭寸。我們的 貸款到存款 收市時，比率預計將下降至 86%，現金及證券對資產比率為 19%。這兩個指標都為我們提供了更多的靈活性。我們預計 CET1 比率將是 收市時約 11%，總基於風險的資本比率約為 15%。鑑於合併公司的盈利能力概況，這些資本比率將每年增加約 70 至 80 個基點。
轉向勤奮和模型。我們在調查過程中花了幾個月的時間，並從銀行各個領域以及第三方的貢獻。以及 幻燈片 13 上的數字是用一個開發的 由下而上 方法。這是 100％ 的股票收購，交易比率為 1:1，我們預計在 2025 年上半年完成。我們正在使用共識 每家銀行預估至 2025 年，然後將這些估計增加 5%。我們正在模擬 30% 的成本節省，2025 年達到 40%，之後達成 100%。我們已經確定了七千五百萬美元的 稅後 交易費用，我們假設第一個貸款組合中設置了 1.5% 的信貸損失的津貼。
這裡可接受的收益雙倍計算與 The First 現有的購買會計標記扣除，預計為 4.800 萬美元。 我們認為我們的貸款組合的利率達到 1.89 億美元，約為 3.6%。我們假設我們將出售 First 的證券，並將這些所得款項重新投資為更高收益的資產。
我現在會把電話轉給米奇
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Presenter Speech
Mitchell Waycaster (Executives)
Thanks, Jim. To close, we think this acquisition, paired with the capital raise, transforms our financial position. It is additive to our footprint and our demographic profile. It leaves us with strong capital and liquidity levels and we have a high level of comfort around integration and execution.
I will now turn the call over to the operator.
Question and Answer Operator Message
Operator (Operator)
[Operator Instructions] And our first question today comes from Michael Rose from Raymond James.
Question Michael Rose (Analysts)
I noticed that along with the deal announcement that you guys are doing a community benefits plan. I was just wondering if you could spend maybe a minute or 2 just kind of outlining it, how it came about? And maybe just some details on what you’re trying to accomplish?
Answer
Mitchell Waycaster (Executives)
Very good Michael. And yes, two things about our company is our commitment and focus on community development, which always precedes economic development. So as the First is one of the largest CDFI banks and with Renasant, for the last number of years, through our community development and social responsibility arm of the company, we’ve had, like the First, a very clear focus on community development, making sure we’re very intentional, whether it’s community reinvestment type activities, whether — just focusing on the total community, and we believe our job is to understand the needs of all of our communities.
So simply what we decided to do, no one asked us to do this, but what we decided to do is we were going through diligence and thinking about the future was to add an announcement, and we will also make this part of the application to develop a community benefits plan. And to your question, what we’ve simply done is looked at what both banks are doing currently. And we projected that forward with an increase.
I think the cumulative increase over the 5-year period is around 13%. But again, we’re looking at really what we’re doing today, and we’re projecting that forward. Just to be very intentional and clear about our expectations and our intentions to continue to reinvest in our communities. And as far as the aspects of it, there’s — it’s really in four parts.
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One part being on residential mortgages, particularly focusing on LMI and majority minority census tracts. Also a part of that is a down payment assistance to borrowers who might need that. As well there’s a small business segment, where we’re being very clear about focusing on small business and those that would benefit in majority minority census tracks.
And then on the community development side, just being very focused with some funds that are focused on community development loans and investments. And then there is a portion that’s focused more on philanthropic and outreach type activities. But again, a reflection of what we’re doing today and the intentionality of continuing to do that in the future.
Question
Michael Rose (Analysts)
I appreciate that, Mitch. And maybe one more for you. Just as I think at the outset, you mentioned the regulators’ comfort with the deal. And if you could just expand upon that. I mean there’s a decent amount of branch overlap here. I just wanted to understand what gives you comfort that this won’t be a kind of a protracted approval process?
Answer
Mitchell Waycaster (Executives)
Yes sir. Well, first, I would start with just a good relationship in both companies with our respective regulators. The other thing is just the intentionality all the way during diligence — the process to date is staying very close to the regulators: reaching out, seeking input and they’ve been very helpful as far as guidance as we think about the application process and moving forward.
As far as locations, there are — there’s a small amount of locations where they’re within 1 to 3 miles where there would be some consideration of not exiting the market, but simply thinking about physical plant and the combination of some of those, but no exits of any markets.
Question
Michael Rose (Analysts)
Okay. Perfect. And then maybe just finally for me. Are there any areas that with this deal that you’ll be able to either expand upon or look to grow a little bit more? Obviously, you can understand the pro formas in the slide deck. But just trying to have a better sense of with the larger balance sheet, will there be any changes in the business model at all?
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Answer
Kevin Chapman (Executives)
Yes. Michael, it’s Kevin. I don’t think that there’s going to be drastic changes in the business model. We’ll relook at several things just given our — the larger size of the combined balance sheet. But I don’t think that materially changes anything.
I do think there is a couple of opportunities just embedded in both of our models for maybe some revenue synergies for some immediate pickup. One is mortgage. The First has a mortgage group, we have a mortgage group. I think on a combined basis, that there’s greater opportunity to expand products, services and maybe distribution channels for selling so I think that’s an opportunity. And I recognize also that mortgage is not the right industry to be talking about now. But if you look at long term or even immediate, the markets that we and The First are in, there’s inbound migration and there’s home sales. So there’s still positive activity from a mortgage perspective.
I think there’s — look, opportunity for synergies on the treasury management side, business lines that we have, like our recent expansions in ABL and factoring. We have found significant opportunities in our footprint just by being able to offer those services to customers. And I suspect and believe that in The First’s footprint there are going to be similar opportunities. We haven’t modeled that into our balance sheet or the above-average yields that come along with those business lines.
So just real quick, that’s kind of three off the top. There’s probably several more underneath that we think are just embedded in the two business models that complement each other.
Question and Answer Operator Message
Operator (Operator)
Our next question comes from Matt Olney from Stephens.
Question
Matt Olney (Analysts)
Congrats on the deal. I want to start on interest rate sensitivity of the combined company. I think based on the disclosures from the 10-Q, Renasant looks to be asset sensitive based off the shock analysis and The First is more rate neutral. I know those are just models. So any color you can provide on the rate sensitivity especially kind of in the near term. If the Fed does cut the next few months more of a short-term impact. And then kind of a longer-term impact. I’m curious, with the two balance sheets combined, the accounting marks I’m curious kind of what the natural rate activity at the bank that you want to manage longer term?
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Answer
James Mabry (Executives)
Matt, this is Jim. So a couple of thoughts that hopefully address that question. If you’re reading on the Q, that data is correct. The First is less — a little less asset sensitive than we are. And I would say, if you did like a 100 basis point shock, if we look at the impact of earnings from that at Renasant versus on a combined basis, then I think the shock analysis has it roughly down 3%, again, shock, assuming we take no action, that would go down about 1 point. So it’s about 1% benefit, if you will, in terms of mitigating rate cuts. So that’s definitely a plus.
And then I think this addresses your sort of looking forward question. If you — if we look at the model and look at the data that you’re seeing in the deck, in terms of lower rates and their impact on that data is — it’s of course, there’s a lot of moving pieces in that, Matt. When you do that and assume 2 or 3 or 4 rate cuts between now and close. It does have an impact on the numbers that you see, but it’s frankly pretty small when you net all the ins and outs of that. So very slight situation to the returns that you see, but it’s not material that we have cost between 50 and 100 basis points down between now and close.
Question
Matt Olney (Analysts)
Okay. Appreciate those details, Jim. And then also want to ask about — on the due diligence process that you highlighted. I think in the slide deck, you mentioned a pretty big material focus of the diligence was on that office portfolio. I think it’s around the nonowner-occupied CRE, I think it’s around 3%, the pro forma portfolio is going to be office.
Any color on that office portfolio of the combined company? And what are the size of some of the larger office loans in the portfolio and some of those loan grades?
Answer
David Meredith (Executives)
Matt, this is David. So we did a deep dive into — the portfolio as a whole, 7% of the portfolio, emphasis on commercial as well as the non-occupied [indiscernible]. You point out the 84% coverage of office states, not — that’s all nonowner-occupied office loans, 100% of those loans over $0.5 million. So we felt like we got really good coverage out of the portfolio.
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One of the things that — one, their underwriting process that first goes through is very similar to our underwriting process. There’s a stress testing of the interest rates, stress testing of the vacancy, stress testing of the rental rates in the market, very good in-depth look at the submarket vacancy. So the underwriting matched up very well with the way we look at them and we got very comfortable with their underwriting as well as their portfolio management.
The average loan size on a combined basis, to your point, is $700,000 to $800,000 and our office loans are very small. They pull our average loan size down. The average LTV across the book, the combined portfolio is like 56%. So a very good loan to value.
And Matt, I think it’s important to note, [indiscernible] exposure is different. They both Renasant as well as The First is different than what we see in the marketplace today. We’re talking about single story, smaller office properties in Hattiesburg, Mississippi, [indiscernible], Georgia, [ Decatur ], Alabama. The [indiscernible] due diligence and [indiscernible] off and I had the opportunity to talk and had a great quote, and I’m going to attribute to him, but he said, we don’t finance an office building, well, I can’t jump off a roof of it. So I thought that was in the — so — and I think that’s just typical of the office opportunities that The First looks at. All options that we look at there.
Smaller community bank deals, you don’t have the drive to work issues to work from home. You don’t have the 100,000 square foot floor place that you’ve got to backfill up if attorney’s firm leads. So I think it’s a good portfolio. There’s obviously stress within that book just as part of a macroeconomic environment, but it’s not anything outside from what we’ve seen in our historical legacy Renasant book.
Question and Answer Operator Message
Operator (Operator)
Our next question comes from Catherine Mealor from KBW.
Question
Catherine Mealor (Analysts)
One follow-up to the margin question that Matt was just asking about. Do you have the duration of The First loan book and just trying to think the timing of how we should model the accretion of the loan book back into earnings through acceptable yield?
Answer
James Mabry (Executives)
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Catherine, it’s Jim. It’s around 6 or 7 years, and that’s going to match, sort of the behavior of that interest rate mark. I think it’s — we’ve got sum of the years digits, over 6 years on when it’s going to creep back in. So that’s — those would be the rough numbers.
Question
Catherine Mealor (Analysts)
Great. Okay. So accelerated in the first year with that. Okay, that’s perfect. And then on cost savings, I appreciated you putting only 40% achieved in ‘25. So many deals kind of overestimate that. So it feels conservative. But just kind of curious on your timing of — I know you’re saying that you should close in the first half. So we’ll hope for earlier rather than later.
But maybe your thoughts on when you hope to have conversion and then — and just kind of — and maybe talk through some of your cost savings analysis. It feels like the 40% achieved next year is conservative, which is great. But then also just curious with the deal of this size, typically, you may see great cost savings, so you may have other investments kind of behind that as you become a bigger company. And so just curious if there was any of that factored into that number as well?
Answer
Kevin Chapman (Executives)
Yes. Catherine, we — so a couple of things. So just on the last part of being factored in. I think some of the calculus behind this conversation of what we announced is at $17 billion, we had — we’ve invested a lot in infrastructure for scale. Being over $10 billion, 6 or 7 years, we were now trying to grow into the back office and the infrastructure we have. Whether it is for technology or whether it’s for regulatory rigor, we have that infrastructure. What’s exciting about this is we think this is an inflection point to lever some of that.
So I’m sure there will be some incremental investments we need to make along the way. But as we look at our technology offering as we look at the systems of The First, we think there is some opportunity to take existing technology and leverage it a little bit more.
Just on the cost saves and the realization, time will tell whether that’s a conservative number. But we think it’s a realistic number. We started from a bottom-up approach and tried to detail it out with its most precision — with as much precision as we could. I will say, and hopefully, you’ll appreciate this, this is the largest acquisition that we’ve done. It is extremely important that we execute this with precision and be as seamless and smooth in the conversion and the integration as possible. It is the most customers, the most employees,
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the most branches. And so we’re going to — whether it’s 40% in ‘25 or a little bit more or less, I just want to emphasize, we’re going to be very intentional about making this a smooth transaction. Because what we believe is important is we bring over the good employees and good customers, that balance sheet and the revenue — and we — and what’s been great is the conversations we’ve had not only with Hoppy and Dee Dee and their executive team. They’re committed to that as well. Their history of acquisitions. They understand. That integration is as important as that conversion.
And by the way, we are targeting for August ‘25 conversion. But what’s exciting about this is kind of the momentum and the interest to ensure that we integrate this smoothly, which may be well beyond post conversion. But I feel confident about the cost saves and also our goal is to make sure we bring over here to [indiscernible] good customer that brings that balance sheet or bring that revenue.
Question
Catherine Mealor (Analysts)
Helpful, Kevin. And one more, if I could. On, Jim, you mentioned that you’re of accreting capital. I think you said it was 70 to 80 basis points annually now just your higher levels of profitability. Is it fair to assume maybe a higher organic growth rate as we move into ‘25 and ‘26, just given your higher levels of capital. How should we think about use of use for that?
Answer
James Mabry (Executives)
So I would say, Catherine, on the growth rates, I mean, we — for modeling purposes, as you saw in this [ report] in the mid-single-digit number. I don’t know about near term, but certainly, longer term, as we get through integration and beyond, the footprint is a very compelling footprint, and it’s got low above national averages, as you know, in terms of growth, economic growth. So, we feel like we’ll be in a position to outgrow our peers.
And we’ll see what that turns [indiscernible]. But I do think to your point, that will be a good use of the capital to capitalize that growth. So we’ll see if that holds, but I think it’s reasonable to assume that as we get beyond integration, that the growth trajectory of the company should look pretty good.
Question and Answer Operator Message
Operator (Operator)
Our next question comes from David Bishop from Hovde Group.
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Question
David Bishop (Analysts)
Congrats on the deal. A quick question. I appreciate the guidance in terms of the CRE ratio post close. Just curious, the comfort level at that level, do you think you’re going to look to trim that relatively quickly, stay close and any guidance in terms of where we should think that trends to?
Answer
David Meredith (Executives)
This is David. The First and Renasant have been banks that leverage commercial real estate in our marketplace for loan growth in that number at closing at [ 82 ] and [ 278 ] it’s probably not too far off from where we would continue to see our loan growth opportunities. Now that’s subject to macro marketplace, how does CRE perform from a macro level.
But from our willingness to loan into [indiscernible], it’s both a core competency of The First as well as Renasant. We understand it, we underwrite it well. We manage it well. So, I don’t think we’d see a material decrease in those dollars or probably a material increase, but we’ll continue to probably operate within that range.
Question
David Bishop (Analysts)
Got it, and then on a pro forma basis, the cash assets, I think, you showed 11%. Just curious where you see that trending ideally on a longer-term basis.
Answer
James Mabry (Executives)
David, this is Jim. I think our model shows a little higher than that in terms of a closing where our actually cash assets, that’s correct. Securities to assets will be about 14% or 15%. We went about 10 or 11 today, and we’ll probably end up somewhere between that. So that’s some add liquidity that we can hopefully put to work in the loan book.
Question
David Bishop (Analysts)
Got it, and then just a final question following up on Mike’s earlier question. In terms of the [ Low to Moderate—LMI ] census tracks, just curious if you think you can satisfy the tone you’ve laid out in terms of census track, but you both already service or does that require expansion into some of the markets down there?
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Answer
Mitchell Waycaster (Executives)
Yes, Dave, it’s Mitch. I do. I think our past is a good reflection of what we can do going forward. And the confidence in that, as I referred earlier, the first work as a CDFI bank in both people, product and what they demonstrated in the past and the same for Renasant.
As you know, all of these markets, all the needs of the markets, they change over time. And I think, again, what we’re indicating here is our intentionality to continue to understand those needs and meet whatever those needs are. So yes, we are very confident in our ability to deliver in that space.
Question and Answer Operator Message
Operator (Operator)
[Operator Instructions] Our next question comes from John Rodis from Janney.
Question
John Rodis (Analysts)
Congratulations. Jim, maybe a question for you just back to the securities portfolio, the restructuring. Would you expect to do that all within the first quarter? Or do you think that would take a couple of quarters to sort of reinvest in the securities portfolio?
Answer
James Mabry (Executives)
We’ll evaluate that as we go along. And I mean the model assumes that we do it simultaneously closed. Obviously, that was made just for ease of modeling. But as we get closer, we’ll sort of examine the merits of timing and how much and when. But yes, for model purposes, we assume you did [ route ] the data close. But to your point, practically, that’s probably not going to happen that way. But if we chose to do all of it at once, you could affect that pretty quickly within a couple of weeks. So we’ll fight that fight here.
Question
John Rodis (Analysts)
Okay, and then just for the combined institution, what would be a good tax rate to use?
Answer
James Mabry (Executives)
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I would say, we have dug into the tax record both companies portfolio and as you know, we won 21%, 22%. I don’t know that it would be meaningfully different for the combined companies. So that probably gets priced over at this point.
Question and Answer Operator Message
Operator (Operator)
Ladies and gentlemen, with that and showing no additional questions, I’d like to turn the floor back over to Mitch Waycaster for any closing comments.
Answer
Mitchell Waycaster (Executives)
Well, thank you, Jamie, and thank each of you for joining this morning’s call, and thank you for your interest in Renasant.
Question and Answer Operator Message
Operator (Operator)
Ladies and gentlemen, with that, we’ll be concluding today’s conference call and presentation. We thank you for joining. You may now disconnect your lines.
Important Additional Information
In connection with the proposed transaction, Renasant Corporation (“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 Bancshares, Inc. (“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, www.renasant.com, or 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, 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.
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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 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, Renasant’s or the combined company’s future financial performance, asset quality, liquidity, capital levels, expected levels of future expenses, including future credit losses,
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anticipated growth strategies, descriptions of new business initiatives and anticipated trends in 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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