Item 1.01 Entry into a Material Definitive Agreement.
On December 14, 2016, Renasant Corporation, a Mississippi corporation (the Company) and its wholly-owned subsidiary, Renasant
Bank, entered into an Underwriting Agreement (the Underwriting Agreement) with Keefe, Bruyette & Woods, Inc. and Sandler ONeill & Partners, L.P., as representatives of the underwriters listed on Schedule I to the
Underwriting Agreement (the Underwriters), for the issuance and sale of 1,900,000 shares of common stock, par value $5.00 per share, of the Company (Common Stock), for an aggregate purchase price of $78.9 million, or $41.50
per share, less underwriting discounts. The Company also has granted the Underwriters a 30-day option to purchase an additional 285,000 shares of Common Stock at the public offering price, less underwriting discounts.
The offering of the Common Stock closed on December 19, 2016. The net proceeds of the offering, after deducting the underwriting
discounts and estimated expenses of the offering payable by the Company, and before giving effect to the option to purchase additional shares, were approximately $74.8 million.
Pursuant to the Underwriting Agreement, the Company and its directors and executive officers have entered into 60-day lock-up
agreements with respect to sales of shares of Common Stock, subject to customary exceptions. The form of this agreement is attached to the Underwriting Agreement.
The Underwriting Agreement contains representations, warranties and covenants customary in agreements of this type. These representations,
warranties and covenants are not representations of factual information to investors about the Company or its subsidiaries, and the sale of the Common Stock in the offering is not a representation that there has not been any change in the condition
of the Company. The Company also agreed to indemnify the Underwriters against certain liabilities arising out of or in connection with the sale of Common Stock in the offering.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of
the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The offering and sale of the Common Stock was made pursuant to a prospectus supplement dated December 14, 2016 to the prospectus dated
September 15, 2015 that was filed as part of the Companys Registration Statement on Form S-3 (File No. 333-206966) under the Securities Act of 1933, as amended, which registration statement was filed with the U.S. Securities and
Exchange Commission and automatically became effective on September 15, 2015. In connection with this offering, the legal opinion as to the legality of the Common Stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K.