Subject to Completion, Dated August 31, 2020
Preliminary Prospectus Supplement
(To Prospectus dated
September 17, 2018)
$
%
Fixed-to-Floating Rate Subordinated Notes due 2035
We
are offering $ aggregate principal amount of our % Fixed-to-Floating Rate
Subordinated Notes due 2035 (which we refer to as the Notes). The Notes will mature on , 2035. From and including the date of original
issuance to, but excluding , 2030 or the date of earlier redemption, the Notes will bear interest at a rate of
% per annum, payable semi-annually in arrears on and
of each year, commencing on , 2021. From and
including , 2030, to, but excluding, , 2035 or the date
of earlier redemption, the Notes will bear interest at a floating rate per annum equal to a benchmark rate (which is expected to be Three-Month Term SOFR (as defined herein)) plus a spread
of basis points, payable quarterly in arrears
on , ,
and of each
year, commencing on , 2030. Notwithstanding the foregoing, if the benchmark rate is less than zero, the benchmark rate will be deemed to be zero.
We may, at our option, redeem the Notes (1) in whole or in part beginning with the interest payment date
of , 2030, and on any interest payment date thereafter or (2) in whole but not in part upon the occurrence of a Tax Event, a Tier 2
Capital Event or Renasant Corporation becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. The redemption price for any redemption is 100% of the principal amount of the Notes, plus
accrued and unpaid interest thereon to, but excluding, the date of redemption. Any redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System (the Federal Reserve) (or,
as and if applicable, the rules of any appropriate successor bank regulatory agency) to the extent then required under applicable laws or regulations, including capital regulations.
The Notes will be general unsecured, subordinated obligations of Renasant Corporation and will rank junior to all of our existing and future
senior indebtedness, including all of our general creditors. In addition, the Notes will be effectively subordinated to all of our secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes will be
structurally subordinated to all of the existing and future liabilities and obligations of our subsidiaries, including the deposit liabilities and claims of other creditors of our bank subsidiary, Renasant Bank. The Notes will be obligations of
Renasant Corporation only and will not be obligations of, and will not be guaranteed by, any of our subsidiaries, including our subsidiary bank, Renasant Bank. There is no sinking fund for the Notes.
Currently, there is no public trading market for the Notes. We do not intend to list the Notes on any securities exchange or to have the Notes
quoted on a quotation system.
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Per Note
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Total
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Public offering price(1)
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%
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$
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Underwriting discounts and
commissions(2)
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%
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$
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Proceeds to us, before expenses
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%
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$
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(1)
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Plus accrued interest, if any, from the original issue date.
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(2)
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See Underwriting for details regarding compensation to be received by the underwriters in connection
with this offering.
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The underwriters expect to deliver the Notes to purchasers in book-entry only form through the
facilities of The Depository Trust Company, against payment therefor in immediately available funds, on or about , 2020. See Underwriting.
Investing in the Notes involves risks, including that the interest rate on the Notes during the floating rate period may be determined
based on a rate other than Three-Month Term SOFR. You should refer to Risk Factors beginning on page S-11 of this prospectus supplement, on page 2 of the accompanying
prospectus, on page 20 of our Annual Report on Form 10-K for the year ended December 31, 2019 and on page 88 of our Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2020.
The Notes are not
savings accounts, deposits or other obligations of any bank and are not insured by the Federal Deposit Insurance Corporation (the FDIC), or any other government agency. Neither the Securities and Exchange Commission (the
SEC), any state securities commission, the FDIC, the Federal Reserve nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
Lead Book-Running Manager
Piper Sandler
Active
Book-Running Managers
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Keefe, Bruyette & Woods
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Raymond James
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A Stifel Company
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Co-Manager
Stephens Inc.
The date of
this prospectus supplement is August , 2020