Renasant Corporation · NYSE:RNST
Renasant — Merger or Acquisition (July 2024)
26 slides from Renasant's merger presentation, Jul 29, 2024
Slide 1: Renasant Corporation Acquisition of The First Bancshares, Inc.
Renasant Corporation Acquisition of The First Bancshares, Inc. July 29, 2024
Slide 2: Forward-Looking Statements & Other Disclaimers
Forward-Looking Statements & Other Disclaimers Cautionary Statement Regarding Forward-Looking Statements Statements included in this presentation 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 purp
Slide 3: Today's Speakers
Today’s Speakers Mitch Waycaster Hoppy Cole Chief Executive Officer and Executive Vice Chairman Chief Executive Officer and Chairman Kevin Chapman Dee Dee Lowery President and Chief Operating Officer Chief Financial Officer, Executive Vice President Jim Mabry Chief Financial Officer, Senior Executiv
Slide 4: Transaction Highlights
Transaction Highlights Creates a leading Southeast bank with ~$25 billion Strong Strategic in combined assets Partner Familiarity and culture mitigate risk Strengthens demographic profile and adds density (1) Sound FBMS Granular and diverse core deposit base Strong credit metrics Fundamentals Excess
Slide 5: Top-Quartile Financial Performer
Top-Quartile Financial Performer Peers include publicly traded banks $10 - $50B in assets headquartered in the Southeast(1) 1.8% 1.8% 1.4% 1.3% 1.3% 1.2% 1.2% 1.2% 1.1% 1.0% 1.0% 1.0% 1.0% 0.9% 0.9% 2025E 0.7% 0.7% ROAA(2) ~40+ bps improvement Combined Standalone 16% 16% 15% 14% 13% 13% 13% 12% 12%
Slide 6: Stronger Balance Sheet
Stronger Balance Sheet Peers include publicly traded banks $10 - $50B in assets headquartered in the Southeast(1) 2.0% 1.7% 1.6% 1.6% 1.6% 1.5% 1.4% 1.4% 1.4% 1.4% 1.3% 1.3% 1.3% ACL / 1.2% 1.2% 1.1% 0.9% Loans HFI(2) Standalone Combined 11% 8% 7% 6% Cash / 5% 5% 5% 5% 5% 5% 5% 5% ~600+ bps 4% Asset
Slide 7: Strengthens Demographics
Strengthens Demographics Combined Deposits by State(3) Creates scale along I-10 corridor with added exposure to Louisiana Tennessee 3% Atlanta and South Georgia 8% Florida 9% 12 overlapping MSAs with over $7.5 billion in combined Mississippi deposits(1) Alabama 37% 14% Georgia Greater density provid
Slide 8: Core Deposits in Key Markets
Core Deposits in Key Markets Florida + I-10 Corridor Georgia Mississippi $3.2B $5.8B $8.2B Combined Deposits Combined Deposits Combined Deposits Expansion along I-10 Corridor from Atlanta MSA #4 State Deposit Market Share Jacksonville to Baton Rouge – Largest market ($3.2B in deposits) >10% Deposit
Slide 9: Low-Cost Deposit Franchise
Low-Cost Deposit Franchise Cost of Total Deposits Q2 2024 Cost of Total Deposits SE Publicly Traded 2.51% (1) 2.43% Banks $10-$50B 2.34% (2) Combined 2.25% 2.16% 2.47% 2.35% 2.17% 1.86% 1.78% 1.78% 1.98% 1.54% 1.50% 1.34% 1.21% 1.03% 0.99% 0.91% 0.72% Q2 2024 NIB / Deposits (%) 0.44% 0.52% 28.2% 0.5
Slide 10: Loan and Deposit Composition
Loan and Deposit Composition Combined(1) Consumer & Other Consumer & Other Consumer & Other 4% 3% 4% C&D C&D C&D C&I C&I C&I 12% 12% 12% 12% 13% 13% s Non- 1-4 Family Non- 1-4 Family Non- 1-4 Family Loan OOCRE 22% OOCRE 28% 22% OOCRE 26% 24% 24% OOCRE OOCRE OOCRE Multifamily 16% 13% 25% Multifamily
Slide 11: Due Diligence Overview
Due Diligence Overview 19 acquisitions since 2010 between the two management teams Comprehensive Process Involving ~70 RNST Associates Supported by 3rd Party Firms. Diligence Focused on: Loan Review Coverage 100% of Commercial Over $1.5 million Risk Consumer Commercial Finance, Tax & Management Bank
Slide 12: Acquisition Structure & Key Terms
Acquisition Structure & Key Terms Transaction Highlights Pricing(1) & Multiples Structure FBMS to merge with and into RNST Purchase $1.2 billion aggregate consideration Price $37.09 per FBMS common share Fixed exchange ratio of 1.00x RNST shares for each FBMS Consideration common share 1.84x 2Q 2024
Slide 13: Key Financial Assumptions
Key Financial Assumptions Transaction 3.6% loan interest rate write-down, or $189 million 1H 2025 Close Interest Rate $40 million HTM securities write-down Marks(1) Based on consensus estimates through 2025, as of July 22, Deposit, subordinated debt, trust preferred write-down of $8.5 Standalone 202
Slide 14: Estimated Financial Metrics
Estimated Financial Metrics Per Share Metrics Forward Profitability Metrics With Rate Marks Without Rate Marks(1) 1.3% 16% 56% 32% 17% 2025E ROAA 2025E ROATCE 2025E Efficiency Ratio 2025E EPS 2025E EPS Accretion Accretion Estimated Capital and Liquidity Metrics at Close (14%) (9%) TBV Dilution TBV D
Slide 15: Benefits to Stakeholders
Benefits to Stakeholders Customers Employees Communities Shareholders Ability to better serve clients Long-term, dedicated teams with Committed to the communities Projected 30%+ earnings through larger lending base like-minded cultures that the banks serve accretion(1) and enhanced products and serv
Slide 16: Community Benefits Plan
Community Benefits Plan Renasant is committed to a $10.3 billion, five-year plan to foster economic growth, access to financial services and inclusion in Renasant and The First’s combined footprint, following the merger closing. Highlights of the Plan include the following commitments over the five-
Slide 17: Enhancing Shareholder Value
Enhancing Shareholder Value Meaningful profitability improvement Greater density and better demographics Familiarity and cultural similarities mitigate risk Stronger capital and liquidity enables continued growth 17
Slide 18: Appendix
Appendix
Slide 19: Overview
Overview Ticker: FBMS (NYSE) â”,HQ: Hattiesburg, MS Financial Highlights $8.0B $5.3B $6.6B Franchise Highlights: Assets Loans HFI Deposits –5th largest bank headquartered in MS 0.99% 1.78% 3.32% –Operations in 5 states ROAA Cost of Deposits NIM –Granular loans and deposits 61.1% 0.26% 0.04% –Low-cos
Slide 20: Illustrative Combined Earnings Accretion Reconciliation
Illustrative Combined Earnings Accretion Reconciliation Illustrative Fully Phased-In 2025E EPS Accretion(1) Dollars in millions, except per share data 2025E RNST Earnings (Consensus Estimates) $157 FBMS Earnings (Consensus Estimates) 84 Combined Earnings $240 Fully Phased-in Cost Savings $44 Accreti
Slide 21: Tangible Book Value Dilution Reconciliation
Tangible Book Value Dilution Reconciliation Tangible Book Value Dilution Detail Calculation of Intangibles Created Million of Common $ Millions Shares $ Per Share $ Millions RNST Tangible Book Value at Close (6/30/2025) $1,475 56 $26.17 Aggregate Transaction Value $1,160 Equity Consideration to FBMS
Slide 22: Combined Non-OO CRE Portfolio
Combined Non-OO CRE Portfolio Other 2% Warehouse / Hotels Total Portfolio: $5.3 billion Industrial 13% 14% Senior Housing 7% Multi-Family 19% Average loan size: ~$1.7 million Self Storage 9% Office - Medical Weighted average LTV: 56% 7% Retail Office - Non-Medical 19% 10% Note: Data as of June 30, 2
Slide 23: Combined C&D Portfolio
Combined C&D Portfolio Senior Other Housing 4% 1% 1-4 Family Total Portfolio: $2.2 billion Land 18% Development 17% Commercial Owner-Occupied 4% Hotels Average loan size: ~$600 thousand 2% Warehouse / Industrial 7% Self Storage Multi-Family Weighted average LTV: 60% 7% 29% Retail 5% Office 6% Note:
Slide 24: Geographic Definitions
Geographic Definitions Florida I-10 Corridor includes Tallahassee, Pensacola-Ferry Pass-Brent, Crestview-Fort Walton Beach-Destin, Panama City-Panama City Beach and Jacksonville MSAs. North Central Florida includes Tampa, Gainesville, Lake City, and Ocala MSAs. Greater Mobile includes Mobile and Dap
Slide 25: Additional Information
Additional Information Important Additional Information In connection with the proposed transaction, the Company will file with the SEC a registration statement on Form S-4 (the “registration statement”), which will contain a joint proxy statement of the Company and The First and a prospectus of the
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