Slide 1: Merger of Renasant Corporation (RNST) and KeyWorth Bank
Merger of Renasant Corporation (RNST) and KeyWorth Bank October 20, 2015
Slide 2: Forward-looking statements
This presentation 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 performa
Slide 3: Transaction terms
100% stock Consideration Fixed exchange ratio of 0.4494x(1) Price Per Share $15.00 Aggregate Value $58.7 million(2) Price / Tangible Book – 137% Transaction Multiples(3) Price / LTM Earnings – 21.0x Core Deposit Premium – 6.3% Options & Warrants Options and Warrants will be settled in cash KeyWorth’
Slide 4: Strategically Advantageous, Financially Attractive, Lower Risk Opportunity
Strategically Advantageous • Provides additional scale in the Atlanta MSA with $389 million in assets and a strong core deposit base • Branch footprint provides an increased presence in the attractive northern suburbs of Atlanta • Complementary cultures and business model consistent with Renasant
Slide 5: Pro Forma Atlanta MSA Franchise
Pro Forma Atlanta MSA Franchise Pro Forma Atlanta Highlights Loans Deposits at 6/30/2015 at 6/30/2015 ($Mil.) ($Mil.) SC: Update RNST(1) $406.5 $545.0 Map of Georgia, zoomed in on Atlanta KeyWorth $245.6 $335.5 Total $652.1 $880.5 RNST Branches KeyWorth Branches Future KeyWorth Branch RNST Mortgage
Slide 6: Assumptions, Attractive Returns and Pro Forma Capital
Assumptions Attractive Returns • Loan Mark • Immediately accretive to EPS (excluding transaction • Credit: 3.0% costs) • Cost Savings • 25% • Immediately accretive to tangible book value per share • Pre-Tax Merger Expenses • $7.4 million • Estimated IRR of approximately 19% • Core Deposit Intangible
Slide 7: Pro Forma Highlights
Pro Forma Highlights Offices 175 Assets(1) $8.2 billion Gross Loans(1) $5.4 billion Deposits(1) $6.6 billion RNST Branches KeyWorth Branches Future KeyWorth Branch RNST Mortgage Offices RNST Asset Based Lending Office Source: SNL Financial; Company (1) Pro forma figures as of 6/30/2015 (inclusive of
Slide 8: KeyWorth Company Profile
Financial Highlights 2012 2013 2014 YTD 6/30 Balance Sheet ($M)’ Total Assets 348 366 384 389 Total Net Loans 180 211 240 242 Company Profile Total Deposits 306 318 333 336 Tangible Common Equity 38 38 42 43 Headquarters Johns Creek, GA Profitability (%)’ ROAA 0.05 0.95 0.67 0.73 Bank Established: 2
Slide 9: Additional information about the merger and where to find it
Renasant and KeyWorth 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. KEYWORTH
Slide 10: Renasant contact information
E. Robinson McGraw Chairman 209 TROY STREET President and Chief Executive Officer TUPELO, MS 38804-4827 PHONE: 1-800-680-1001 FACSIMILE: 1-662-680-1234 Kevin D. Chapman WWW.RENASANT.COM Senior Executive Vice President and WWW.RENASANTBANK.COM Chief Financial Officer 10