M&A - RENASANT CORP

Form Type: S-4 POS

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000071507225000128

Filing Summary: Renasant Corporation announces a post-effective amendment to its Form S-4 registration statement, originally filed with the SEC. This amendment pertains to the merger with The First Bancshares, Inc., completed on April 1, 2025. As part of the merger, Renasant has assumed the responsibilities for certain equity awards (FBMS Awards) that were prior to the merger related to The First Bancshares' stock incentive plan. This amendment outlines the converted awards that pertain to Renasant’s common stock, which were originally registered under the initial S-4 filing. The amendment includes details about the registration's effective status and provides information on incorporating previously filed documents into this new registration.

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Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000071507225000123

Filing Summary: On April 1, 2025, Renasant Corporation completed a merger with The First Bancshares, Inc. as outlined in the Agreement and Plan of Merger dated July 29, 2024. The merger involved The First merging into Renasant, which continues as the surviving corporation, while The First Bank simultaneously merged into Renasant Bank. Each share of The First's common stock was converted into one share of Renasant's common stock, with cash paid for fractional shares. Renasant also assumed significant financial obligations, including subordinated debentures and notes totaling approximately $133.8 million. The merger has resulted in changes to Renasant's Board of Directors, increasing its membership to 17 with four new appointments. Additionally, E. Robinson McGraw, the company's Executive Chairman, will resign effective May 1, 2025, transitioning leadership to Kevin D. Chapman.

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Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000071507225000093

Filing Summary: On March 17, 2025, Renasant Corporation announced via a press release that it has received all necessary regulatory approvals for the merger with The First Bancshares, Inc. This merger entails the integration of The First with Renasant, and the merger of The First's wholly owned subsidiary, The First Bank, with Renasant Bank, Renasant's wholly owned subsidiary. In connection with this merger, Renasant has filed a definitive proxy statement which also serves as a definitive prospectus with the SEC. This filing included critical information relating to the merger that shareholders of The First are encouraged to review. The definitive proxy statement/prospectus was mailed to The First's shareholders on September 17, 2024. Renasant has provided instructions for investors to access the pertinent documents once they become available.

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Form Type: DEF 14A

Filing Date: 2025-03-12

Corporate Action: Merger

Type: New

Accession Number: 000071507225000085

Filing Summary: The document serves as a proxy statement for Renasant Corporation, detailing the agenda for the 2025 Annual Meeting of Shareholders scheduled for April 22, 2025. Key proposals include the election of 14 directors, an amendment to increase the number of authorized shares of common stock from 150 million to 250 million, and an amendment to eliminate the personal liability of Renasant directors under certain conditions. Furthermore, the document discusses an advisory vote on executive compensation and the ratification of HORNE LLP as independent registered public accountants for the fiscal year 2025. It also mentions an ongoing merger with The First Bancshares, Inc., which will affect the number of directors up for election depending on the merger's completion date.

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Form Type: PRE 14A

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000071507225000057

Filing Summary: Renasant Corporation announces its 2025 Annual Meeting of Shareholders scheduled for April 22, 2025, highlighting notable proposals. Shareholders will be asked to elect 14 directors, or 10 if the merger with The First Bancshares, Inc. is incomplete by the meeting date. There are proposals to increase the authorized shares from 150 million to 250 million, and to eliminate directors' personal liability for monetary damages. An advisory vote for executive compensation and ratification of HORNE LLP as independent accountants for 2025 are also on the agenda. The proxy materials have been made available electronically, and various voting methods are outlined.

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Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000071507225000045

Filing Summary: On February 12, 2025, Renasant Corporation filed a Form 8-K to disclose that representatives of the Company will be making presentations to investors at various conferences in the first quarter of 2025. These presentations include materials attached as Exhibit 99.1, outlining the Company's strategies and financial performance, which is intended for investor communication. Additionally, it mentions the proposed merger with The First Bancshares, Inc., highlighting potential integration challenges, expected benefits, and various strategic considerations surrounding the merger. The document also includes cautionary notes on forward-looking statements concerning Renasant's business operations, financial performance, and market conditions, and outlines risks that could materially affect these projections.

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Form Type: S-3ASR

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000071507225000041

Filing Summary: On February 11, 2025, Renasant Corporation filed a registration statement on Form S-3ASR, indicating its intention to offer securities including common stock, preferred stock, depositary shares, debt securities, rights, warrants, and units. This automatic shelf registration allows Renasant to sell these securities from time to time depending on market conditions. As part of its ongoing strategic initiatives, Renasant announced its proposed merger with The First Bancshares, Inc., which was approved by their respective shareholders on October 22, 2024. The merger is expected to finalize in the first half of 2025, subject to regulatory approvals. The document outlines the risk factors, the use of proceeds from any security offerings, and incorporates by reference previous filings containing essential financial and operational data.

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Form Type: S-3

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000071507225000030

Filing Summary: Renasant Corporation has filed a registration statement on Form S-3 with the SEC, which allows the company to offer and sell various types of securities including common stock, preferred stock, debt securities, and units in a flexible manner over time. This filing signifies the company's intention to potentially engage in capital raising activities that may include acquisitions or growth initiatives. The document outlines that Renasant intends to leverage proceeds from securities sales for corporate purposes such as growth through strategic acquisitions, refinancing debt, and regulatory capital investments in its banking operations. The document also refers to a proposed merger agreement with The First Bancshares, Inc., approved by shareholders in October 2024, which is expected to close in the first half of 2025, further emphasizing Renasant's growth strategy and market expansion.

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Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000071507225000023

Filing Summary: On January 28, 2025, Renasant Corporation issued a press release announcing its earnings for the fourth quarter of 2024. The document furnished as Exhibit 99.1 provides detailed financial results. Additionally, the company made available presentation materials for an earnings conference call scheduled for January 29, 2025, attached as Exhibit 99.2. The filing includes a cautionary note regarding forward-looking statements, emphasizing that any projections about future performance are subject to risks and uncertainties. Management highlighted the ongoing proposed merger with The First Bancshares, Inc. and discussed various factors that could influence the success of the merger, including operational integration, economic conditions, and regulatory scrutiny. The Company also noted potential challenges in achieving expected cost savings and retaining customers following the merger. Overall, the filing underscores the company's focus on financial performance while navigating the complexities associated with the merger process.

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