お知らせ • Apr 01
Renasant Corporation (NYSE:RNST) completed the acquisition of The First Bancshares, Inc. (NYSE:FBMS).
Renasant Corporation (NYSE:RNST) executed the letter of intent to acquire The First Bancshares, Inc. (NYSE:FBMS) for $1.2 billion on March 5, 2024. Renasant Corporation entered into a definitive agreement and plan of merger to acquire The First Bancshares, Inc. on July 29, 2024. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock, par value $1.00 per share, of The First (“First Common Stock”) will be converted into the right to receive 1.00 share (the “Exchange Ratio”) of common stock, par value $5.00 per share, of Renasant (“Renasant Common Stock”), with cash to be paid in lieu of any fractional shares. The First will merge with and into Renasant (the “Merger”) in an all-stock transaction valued at approximately $1.2 billion, based on Renasant’s closing stock price as of July 26, 2024. The First will merge with and into Renasant (the “Merger”), with Renasant continuing as the surviving corporation in the Merger. Immediately following the Merger, The First’s wholly owned bank subsidiary, The First Bank, will merge with and into Renasant’s wholly owned bank subsidiary, Renasant Bank (the “Bank Merger” and, together with the Merger, the “Mergers”), with Renasant Bank continuing as the surviving bank in the Bank Merger. Excluding one-time transaction costs, the merger is expected to be immediately accretive to Renasant’s estimated earnings per share and to have a positive long-term impact on Renasant’s key profitability and operating ratios. The Merger Agreement provides certain termination rights for both Renasant and The First and further provides that a termination fee of $40 million will be payable by The First, upon termination of the Merger Agreement under certain circumstances.
The completion of the Merger is subject to customary conditions, including, among others, (a) receipt of shareholder approvals of each of Renasant and The First; (b) receipt of all required regulatory approvals (or waivers), including from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Mississippi Department of Banking and Consumer Finance; (c) the absence of any law or order that would prohibit, restrict or make illegal the consummation of the Mergers; (d) the effectiveness of the registration statement, including the joint proxy statement and prospectus, relating to shareholder approval of the Merger and the issuance of Renasant Common Stock in the Merger; (e) the approval for listing on the New York Stock Exchange of the shares of Renasant Common Stock to be issued in the Merger; and (f) each party’s receipt an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party; and (ii) performance in all material respects by the other party of its obligations under the Merger Agreement. Renasant’s obligation to consummate the Merger is also subject to customary conditions, including, among others: (a) receipt of required regulatory approvals without the imposition of a Burdensome Condition; and (b) the absence of a material adverse effect on The First. As of October 22, 2024, the deal was approved by First Bancshares and Renasant shareholders. The Merger has been approved unanimously by each company’s board of directors and is expected to close in the first half of 2025. As of March 14, 2025, the transaction was approved by Federal Reserve Board. As of Mar 17, 2025, Renasant and The First received all necessary regulatory approvals to complete the proposed merger which is now expected to close on April 1, 2025, subject to the satisfaction of other customary closing conditions.
Stephens Inc. is serving as Renasant’s exclusive financial advisor and rendered a fairness opinion to Renasant’s board of directors; Frank M. (Rusty) Conner III, Michael Paul Reed, Charlotte May, Jenna Wallace, Randy Benjenk, Kurt Baca and Jamin Koo of Covington & Burling LLP are serving as its legal advisors. Stephens is entitled to receive from Renasant reimbursement of its expenses and a fee in the amount of $4,250,000 for its services as advisor, out of which, Stephens received a fee in the amount of $1,000,000 from Renasant upon rendering its fairness opinion. Keefe, Bruyette & Woods, A Stifel Company, is serving as exclusive financial advisor and rendered a fairness opinion to The First’s board of directors; and Mark Kanaly, Will Hooper, Kerry Wenzel, Meredith Gage and Cliff Stanford of Alston & Bird LLP are serving as its legal advisors. FBMS agreed to pay Keefe, Bruyette & Woods a cash fee estimated to be approximately $13.5 million, $1.5 million of which became payable to Keefe, Bruyette & Woods with the rendering of KBW’s opinion. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent to Renasant Corporation. Computershare, Inc. is the transfer agent to The First Bancshares.
Renasant Corporation (NYSE:RNST) completed the acquisition of The First Bancshares, Inc. (NYSE:FBMS) on April 1, 2025.