Renasant Corporation · NYSE:RNST
Renasant — Merger or Acquisition (March 2018)
22 slides from Renasant's merger presentation, Mar 29, 2018
Slide 1: Merger of Renasant Corporation and Brand Group Holdings, Inc.
Merger of Renasant Corporation and Brand Group Holdings, Inc. March 28, 2018 Exhibit 99.2
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains various “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 about Renasant Corporation (“Renasant” or “RNST”), Brand Group Holdings, Inc. (“Brand”) or the combined company that are subject to ri
Slide 3: Transaction Terms and Multiples
Transaction Terms and Multiples 3 Target: Brand Group Holdings, Inc. (“Brand”) Implied Purchase Price: $453 million aggregate consideration (1)(2) $1,447 per Brand common share (1) Price / Tangible Book Value per Share: 224% Consideration: 95% stock / 5% cash (1) 32.87 RNST shares and $77.50 of cash
Slide 4: Transaction Rationale
Transaction Rationale Strategically Important Acquisition of 110+ year-old bank with quality core client base $1.25 billion in transaction-related core deposits Strengthens RNST’s market presence in the attractive Atlanta MSA to be ranked in the top 10 27% of pro forma franchise located in the Atlan
Slide 5: Brand Bank: Before and After
Brand Bank: Before and After Brand Before Brand After Additional Transactions Prior to Close Data as of or for the twelve months ended 12/31/17 $54.8 million of Brand’s classified assets sold at current book balance If sold at a discount to current book balance, purchase price to common holders and
Slide 6: Brand's Strategic Branch Footprint
Brand’s Strategic Branch Footprint Atlanta MSA Highlights Atlanta MSA Community & Regional Independent Banks (2) Atlanta – The Southeast’s Most Attractive MSA BrandExpress (1) Branches (5) Brand Branches (8) Counties >200,000 pop. Top Tier Demographics ‘18 – ‘23 Pop. Growth 2023 Proj. Median HHI Sou
Slide 7: Our Pro Forma Atlanta Franchise
20 20 85 75 75 85 20 20 85 75 75 85 Our Pro Forma Atlanta Franchise Source: SNL Financial Deposit data as of 6/30/17; pro forma for announced transactions Excludes branches with deposits greater than $1.5 billion Hall county not within Atlanta MSA; included to show full Brand footprint Additional in
Slide 8: Concentrated Deposits in Top Atlanta Counties
Concentrated Deposits in Top Atlanta Counties Source: SNL Financial Deposit and demographic data as of 6/30/17; unemployment data as of 1/31/18 Includes all counties in the Atlanta-Sandy Springs-Roswell, GA MSA Note: Counties sorted by population size Statistics are relative to other counties in the
Slide 9: Financial Impact of the Transaction
Financial Impact of the Transaction Assumptions Attractive Returns Pro Forma Capital Double digit EPS accretion expected, once cost savings are fully realized Mid single digit dilution to tangible book value per share at closing, earned back within 3.0 years Estimated IRR exceeds 20% Pro forma C&D a
Slide 10: Brand's Core Earnings Ability
Brand’s Core Earnings Ability 2017 Core Earnings Reconciliation ($mm) Excludes $2.0 million provision expense Cost savings of 2017 noninterest expense (excludes mortgage noninterest expense) Transaction will allow RNST to unlock Brand’s core earnings ability Significant expense savings opportunity (
Slide 11: Summary Financial Impact
Summary Financial Impact Summary Financial Impact RNST standalone data as of 12/31/17 For comparative purposes only Includes one-time merger related expenses Projected holding company total capital RNST Standalone Q4 '17 RNST Pro Forma Actual Illustrative (1) Transaction Structure Transaction Struct
Slide 12: Deal Metrics vs. Comparable Transactions
Deal Metrics vs. Comparable Transactions Metric RNST – Brand Comparable Transaction Median (1) Source: SNL Financial Current pricing data as of 3/27/18 Includes whole bank and thrift transactions announced since 11/8/16 in the U.S. with deal value greater than $250 million and major exchange traded
Slide 13: Pro Forma Market Diversification
Pro Forma Market Diversification Source: SNL Financial Dollars in millions Data as of 6/30/17 Note: Charts may not total 100% due to rounding Excludes purchase accounting adjustments RNST Brand Pro Forma (1) Deposits by State
Slide 14: Our Pro Forma Company
75 75 24 40 65 40 20 20 59 55 95 10 10 65 Our Pro Forma Company Pro Forma Footprint Source: SNL Financial Data as of 12/31/17; deposits by state as of 6/30/17; excludes purchase accounting adjustments Note: Charts may not total 100% due to rounding Excludes purchase accounting adjustments Excludes l
Slide 15: Appendix
Appendix
Slide 16: Pro Forma Loan Portfolio
Pro Forma Loan Portfolio Source: SNL Financial Dollars in millions Note: Charts may not total 100% due to rounding Data as of or for the three months ended 12/31/17; excludes loans held for sale Excludes purchase accounting adjustments RNST Brand Pro Forma (1)
Slide 17: Pro Forma Deposit Composition
Pro Forma Deposit Composition Source: SNL Financial Dollars in millions Note: Charts may not total 100% due to rounding Data as of or for the three months ended 12/31/17 Excludes purchase accounting adjustments RNST Brand Pro Forma (1)
Slide 18: Brand Historical Loan & Deposit Profile
Brand Historical Loan & Deposit Profile Source: SNL Financial Excludes loans held for sale Loan Composition (1) ($mm) Deposit Composition ($mm)
Slide 19: Georgia Deposit Market Share
Georgia Deposit Market Share Source: SNL Financial Deposit data as of 6/30/17; pro forma for announced transactions Excludes branches with greater than $1.5 billion total deposits Georgia Deposit Market Share
Slide 20: BrandExpress Branches
BrandExpress Branches BrandExpress Branches Originally established as a low cost means to more efficiently meet the needs of clients Virtual Teller Machines for account openings, deposits, cashing checks, withdrawals, transfers / payments and more 5 locations across the Atlanta MSA Video technology
Slide 21: Additional Information
Additional Information Renasant intends to file a registration statement on Form S-4 that will include a proxy statement for Brand and a prospectus of Renasant, and Renasant will file relevant documents concerning the merger with the Securities and Exchange Commission (the “SEC”). This presentation
Slide 22: Investor Inquiries
Investor Inquiries E. Robinson McGraw Chairman Chief Executive Officer C. Mitchell Waycaster President Chief Operating Officer Kevin D. Chapman Executive Vice President Chief Financial Officer 209 TROY STREET TUPELO, MS 38804-4827 PHONE: 1-800-680-1001 FACSIMILE: 1-662-680-1234 WWW.RENASANT.COM WWW.