TUPELO, Miss.
and RIDGELAND, Miss., Jan. 17,
2017 /PRNewswire/ -- Renasant Corporation (the
"Company") (NASDAQ: RNST), the parent company of Renasant Bank
("Renasant"), and Metropolitan BancGroup, Inc., the parent company
of Metropolitan Bank ("Metropolitan"), jointly announced today the
signing of a definitive merger agreement pursuant to which
Metropolitan will merge with and into Renasant in an all-stock
transaction currently valued at approximately $190.2 million. The proposed merger has been
approved unanimously by each company's Board of Directors and is
expected to close early in the third quarter of 2017. Completion of
the transaction is subject to the satisfaction of customary closing
conditions, including the receipt of required regulatory approvals
and the approval of Metropolitan's shareholders.
Founded in 2008, Metropolitan is a privately-held bank holding
company with two offices in Nashville and two in Memphis, Tennessee, and four offices in the
Jackson, Mississippi MSA. As of
December 31, 2016, Metropolitan had
approximately $1.2 billion in total
assets, approximately $918 million in
total loans and approximately $888
million in total deposits.
"This is an attractive opportunity to partner with a dynamic
franchise with tremendous banking talent. Metropolitan is a high
quality commercial and private bank with a strong credit culture
and an attractive client base which enhances our current presence
and market share in the key markets of Nashville and Memphis, Tennessee, and Jackson,
Mississippi," said Renasant Chairman and
Chief Executive Officer, Robin McGraw.
Also commenting on the announcement, Mitch Waycaster, Renasant President and Chief
Operating Officer, added, "We believe this merger will expand our
market share, earnings growth and profitability, and is expected to
greatly benefit our current and future clients with expanded
locations, services and products. The merger also accelerates our
crossing of the $10 billion asset
threshold to late 2017 - an event that we have been positioning for
since 2006, and we are confident in the level of preparation,
infrastructure and personnel that we have put into place."
Curt Gabardi, President and Chief
Executive Officer of Metropolitan, will be joining Renasant Bank as
President and Chief Banking Officer, with responsibility for
commercial and mortgage banking as well as other financial
services.
"Metropolitan is very excited about joining with Renasant as the
merger is strategically and culturally compelling for both
companies. As a very proud and successful young company with
tremendous banking talent, we look forward to the unique
opportunity of leveraging Metropolitan's commercial banking niches
with the enhanced lending capacity and specialized lines of
business provided by Renasant," said Gabardi. "We are excited for
our associates, clients and shareholders for the immediate and
longer term benefits and shareholder value creation opportunities
we believe this merger provides."
According to the terms of the merger agreement, Metropolitan
stockholders will receive 0.6066 shares
of Renasant common stock for each share of Metropolitan
common stock. Based on Renasant's closing price
of $38.77 per share as of January 17, 2017, the
implied transaction value is approximately $190.2 million, in
the aggregate, or $23.52 per share. Excluding
one-time transaction costs and including the projected negative
earnings impact of crossing the $10
billion asset threshold, the merger is expected to be
immediately accretive to Renasant's estimated earnings,
is approximately 2.9% dilutive to projected tangible book value
which is earned back within three years and has an IRR which
exceeds internal thresholds.
Supplemental information regarding the merger in the form of a
presentation to analysts and investors is available by accessing
the News and Market Data/Presentation link under the Investor
Relations tab on Renasant's website at www.renasant.com.
Renasant was advised by the investment banking firm
of Sandler O'Neill + Partners, L.P. and the law firm
of Phelps Dunbar LLP. Metropolitan was advised by the
investment banking firm of Raymond James & Associates,
Inc., and the law firm of Troutman Sanders LLP.
Conference Call Information:
Renasant will hold executive management's quarterly earnings
webcast and conference call with analysts on Wednesday, January 18, 2017, at 10:00 AM Eastern Time (9:00 AM Central Time) and will address the merger
announcement during this call.
The webcast can be accessed through Renasant's investor
relations website at www.renasant.com or
http://services.choruscall.com/links/rnst170118.html. To access the
conference via telephone, dial 1-877-513-1143 in the United States and request the Renasant
Corporation Fourth Quarter Earnings Webcast and Conference Call.
International participants should dial 1-412-902-4145 to access the
conference call.
The webcast will be archived on www.renasant.com beginning one
hour after the call and will remain accessible for one year.
Replays can also be accessed via telephone by dialing
1-877-344-7529 in the United
States and entering conference number 10098912 or by dialing
1-412-317-0088 internationally and entering the same conference
number. Telephone replay access is available until February 2, 2017.
Renasant and Metropolitan Contacts:
RNST:
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For Media:
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For Financials:
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John
Oxford
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Kevin
Chapman
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First Vice
President
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Executive Vice
President
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Director of Corp
Communication
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Chief Financial
Officer
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(662)
680-1219
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(662)
680-1450
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joxford@renasant.com
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kchapman@renasant.com
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METROPOLITAN:
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Curt
Gabardi
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President and Chief
Executive Officer
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(601)
499-2927
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cgabardi@metropolitan.bank
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ABOUT RENASANT CORPORATION:
Renasant Corporation is the parent of Renasant Bank, a
113-year-old financial services institution. Renasant has assets of
approximately $8.7 billion and
operates more than 175 banking, mortgage, financial services
and insurance offices in Mississippi, Tennessee, Alabama, Florida and Georgia.
ABOUT METROPOLITAN BANCGROUP, INC.:
Metropolitan, founded in 2008, has assets of approximately
$1.2 billion and operates eight
locations in Mississippi and
Tennessee.
Additional Information about the Renasant/Metropolitan
Transaction
This communication is being made in respect of the proposed
merger transaction involving Renasant and Metropolitan. In
connection with the proposed merger, Renasant intends to file a
registration statement on Form S-4 that will include a proxy
statement of Metropolitan and a prospectus of Renasant, and
Renasant will file other relevant documents
concerning the proposed merger, with the
Securities and Exchange Commission
(the "SEC"). This release does not constitute an offer
to sell or the solicitation of an offer to buy any
securities. BEFORE MAKING ANY INVESTMENT DECISION,
METROPOLITAN INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, METROPOLITAN AND THE
PROPOSED MERGER. When available, the proxy
statement/prospectus will be mailed to stockholders of
Metropolitan. Investors will also be able to obtain copies of
the proxy statement/prospectus and other relevant documents filed
by Renasant (when they become available) free of charge at the
SEC's website (www.sec.gov). In addition, documents filed
with the SEC by Renasant will be available free of charge from
Kevin Chapman, Chief Financial
Officer, Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, telephone:
(662) 680-1450.
"Safe Harbor" Statement Under the Private
Securities Litigation Reform Act of 1995:
This release 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 performance. This
act provides a safe harbor for such disclosure, which protects a
company from unwarranted litigation if actual results are different
from management expectations. This release reflects the
current views and estimates of future economic circumstances,
industry conditions, company performance, and financial results of
the management of Renasant and Metropolitan. These
forward-looking statements are subject to a number of factors and
uncertainties which could cause Renasant's, Metropolitan's or the
combined company's actual results and experience to differ from the
anticipated results and expectations expressed in such
forward-looking statements, and such differences may be
material. Forward-looking statements speak only as of the
date they are made, and neither Renasant nor Metropolitan assumes
any duty to update forward-looking statements. In addition to
factors previously disclosed in Renasant's reports filed with the
SEC and those identified elsewhere in this release, these
forward-looking statements include, but are not limited to,
statements about (i) the expected benefits of the transaction
between Renasant and Metropolitan, including future financial and
operating results, cost savings, enhanced revenues and the expected
market position of the combined company that may be realized from
the transaction, and (ii) Renasant's and Metropolitan's plans,
objectives, expectations and intentions and other statements
contained in this release that are not historical facts.
Other statements identified by words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "targets," "projects" or words of similar meaning
generally are intended to identify forward-looking
statements. These statements are based upon the current
beliefs and expectations of Renasant's and Metropolitan's
management and are inherently subject to significant business,
economic and competitive risks and uncertainties, many of which are
beyond their respective control. In addition, these
forward-looking statements are subject to assumptions with respect
to future business strategies and decisions that are subject to
change. Actual results may differ from those indicated or
implied in the forward-looking statements, and such differences may
be material.
The following risks, among others, could cause actual results to
differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of Renasant and Metropolitan may not be integrated
successfully or the integration may be more difficult,
time-consuming or costly than expected; (2) the expected growth
opportunities or costs savings from the transaction may not be
fully realized or may take longer to realize than expected; (3)
revenues following the transaction may be lower than expected as a
result of losses of customers or other reasons; (4) deposit
attrition, operating costs, customer loss and business disruption
following the transaction, including difficulties in maintaining
relationships with employees, may be greater than expected; (5)
governmental approvals of the transaction may not be obtained on
the proposed terms or expected timeframe; (6) Metropolitan's
stockholders may fail to approve the transaction; (7) the terms of
the proposed transaction may need to be modified to satisfy such
approvals or conditions; (8) reputational risks and the reaction of
the companies' customers to the transaction; (9) diversion of
management time on merger related issues; (10) changes in asset
quality and credit risk; (11) inflation; (12) the cost and
availability of capital; (13) customer acceptance of the combined
company's products and services; (14) customer borrowing,
repayment, investment and deposit practices; (15) the introduction,
withdrawal, success and timing of business initiatives; (16) the
impact, extent, and timing of technological changes; (17) severe
catastrophic events in the companies' respective geographic area;
(18) a weakening of the economies in which the combined company
will conduct operations may adversely affect its operating results;
(19) the U.S. legal and regulatory framework, including those
associated with the Dodd-Frank Wall Street Reform and Consumer
Protection Act, could adversely affect the operating results of the
combined company; (20) the interest rate environment may compress
margins and adversely affect net interest income; and (21)
competition from other financial services companies in the
companies' markets could adversely affect operations.
Additional factors that could cause Renasant's results to differ
materially from those described in the forward-looking statements
can be found in Renasant's reports (such as Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K) filed with the SEC and available at the SEC's website
(www.sec.gov). All subsequent written and oral
forward-looking statements concerning Renasant, Metropolitan or the
proposed merger or other matters and attributable to Renasant,
Metropolitan or any person acting on either of their behalf are
expressly qualified in their entirety by the cautionary statements
above. Renasant and Metropolitan do not undertake any
obligation to update any forward-looking statement, whether written
or oral, to reflect circumstances or events that occur after the
date the forward-looking statements are made.
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SOURCE Renasant Corporation