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| 8-K - 8-K - RENASANT CORP | form8-k_q22018investorpres.htm |
Q2 2018 Investor Presentation
This presentation contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 about Renasant Corporation (“Renasant,” “we,” “our,” or “us”) that are subject to risks and uncertainties. Congress passed the Private Securities Litigation Reform 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. Forward-looking statements include information concerning our future financial performance, business strategy, projected plans and objectives. These statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond our 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. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “may increase,” “may fluctuate,” “will likely result,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” and “could,” are generally forward-looking in nature and not historical facts. Investors should understand that the following important factors, in addition to those discussed elsewhere in this presentation as well as in reports we file with the Securities and Exchange Commission, could cause actual results to differ materially from those expressed in such forward-looking statements: (i) our ability to efficiently integrate acquisitions into our operations, retain the customers of these businesses and grow the acquired operations, including with respect to our pending acquisition of Brand Group Holdings, Inc.; (ii) the timing of the implementation of changes in operations to achieve enhanced earnings or effect cost savings; (iii) competitive pressures in the consumer finance, commercial finance, insurance, financial services, asset management, retail banking, mortgage lending and auto lending industries; (iv) the financial resources of, and products available to, competitors; (v) changes in laws and regulations as well as changes in accounting standards; (vi) changes in regulatory policy; (vii) changes in the securities and foreign exchange markets; (viii) our potential growth, including our entrance or expansion into new markets, and the need for sufficient capital to support that growth; (ix) changes in the quality or composition of our loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers; (x) an insufficient allowance for loan losses as a result of inaccurate assumptions; (xi) general market or business conditions; (xii) changes in demand for loan products and financial services; (xiii) concentration of credit exposure; (xiv) changes or the lack of changes in interest rates, yield curves and interest rate spread relationships; and (xv) other circumstances, many of which are beyond management’s control. Our management believes the forward-looking statements about us are reasonable. However, investors should not place undue reliance on them. Any forward-looking statements in this presentation are not guarantees of future performance. They involve risks, uncertainties and assumptions, and actual results, developments and business decisions may differ from those contemplated by those forward-looking statements. Many of the factors that will determine these results are beyond our ability to control or predict. We expressly disclaim any duty to update or revise any forward-looking statements, all of which are expressly qualified by the statements in this section.
More than 180 banking, lending, wealth management and insurance offices Portfolio Loans* Northern 27% Eastern 25% Western 27% Central 21% Total Deposits* Northern 19% Western Eastern 43% 22% Central 16% *As of March 31, 2018 3
• Focus on highly-accretive acquisition opportunities Capitalize on • Leverage existing markets Opportunities • Seek new markets • New lines of business • Superior returns • Revenue growth / Expense control Enhance Profitability • Net interest margin expansion / mitigate interest rate risk • Loan growth • Core deposit growth Focus on Risk • Enhance credit process, policies and personnel • Aggressively identify and manage problem credits Management • Board focus on Enterprise Risk Management • Selective balance sheet growth Build Capital Ratios • Maintain dividend • Prudently manage capital 4
Financial Highlights Nashville TENNESSEE Assets $3.59 Billion Memphis Gross Loans $2.28 Billion Deposits $2.69 Billion Huntsville Tupelo Atlanta Birmingham GEORGIA ALABAMA Jackson Montgomery MISSISSIPPI Source: SNL Financial 5
Market Expansion Since 2010 2018 Whole Bank Transaction: Brand Group Holdings, Inc.(1) | Lawrenceville, GA | Assets: $2.4 billion Whole Bank Transaction: Metropolitan BancGroup, Inc. | Ridgeland, MS | Assets: $1.2 billion 2017 De novo expansion: Mobile, AL 2016 Whole Bank Transaction: KeyWorth Bank | Atlanta, GA | Assets: $399 million 2015 Whole Bank Transaction: Heritage Financial Group, Inc. | Albany, GA | Assets: $1.9 billion Whole Bank Transaction: First M&F Corporation | Kosciusko, MS | Assets: $1.5 billion 2013 De novo expansion: Bristol, TN | Johnson City, TN 2012 De novo expansion: Maryville, TN | Jonesborough, TN FDIC-Assisted Transaction: American Trust Bank | Roswell, GA | Assets: $145 million 2011 Trust Acquisition: RBC (USA) Trust Unit | Birmingham, AL | Assets: $680 million De novo expansion: Montgomery, AL | Starkville, MS | Tuscaloosa, AL FDIC-Assisted Transaction: Crescent Bank and Trust | Jasper, GA | Assets: $1.0 billion 2010 De novo expansion: Columbus, MS (1) Announced March 28, 2018 6
Over 180 banking, lending, wealth management and insurance offices Highlights* Assets $10.2 billion Gross Loans $7.7 billion Deposits $8.4 billion *As of March 31, 2018 7
Announced Merger of Renasant Corporation and Brand Group Holdings, Inc. March 28, 2018
Transaction Terms and Multiples Target: . Brand Group Holdings, Inc. (“Brand”) . $453 million aggregate consideration (1)(2) Implied Purchase Price: . $1,447 per Brand common share (1) ‒ Price / Tangible Book Value per Share: 224% . 95% stock / 5% cash (1) ‒ 32.87 RNST shares and $77.50 of cash for each Brand common share, subject to Consideration: adjustment (3) . Tax free transaction for stock component . All in-the-money options to be cashed out at a fixed price of $1,550 at close, subject Options: to adjustment (3) Pro Forma Ownership Split: . 83.5% RNST / 16.5% Brand Additional Related . $54.8 million of Brand’s classified assets to be sold at current book balance . Transactions Prior to Closing: Brand’s mortgage subsidiary divested Management and . Brand’s CEO, Bartow Morgan Jr., appointed Chief Commercial Banking Officer . Board of Directors: One independent Brand director will be appointed to the RNST board Required Approvals: . Customary regulatory approval and Brand shareholder approval Expected Closing: . Third quarter 2018 (1) Based on RNST’s stock price of $41.66 as of 3/27/18, a fixed per share exchange ratio of 32.87x and a per share cash payment of $77.50 (2) Includes the value of options that will be cashed out at closing (3) If classified assets are sold at a discount to current book balance, the purchase price to common holders will be reduced on a dollar for dollar basis based upon the after-tax 9 difference; the option cash-out amount will be adjusted similarly
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 (1) • 27% of pro forma franchise located in the Atlanta MSA(1) • Atlanta is the 9th largest MSA in the nation and the 2nd largest in the Southeast by population, with ~6 million people ‒ 9 of Brand’s 13 branches(2,) or 97% of deposits, are in Gwinnett County, the 2nd largest county in the Atlanta MSA ‒ Complementary cultures and business model Financially Attractive ‒ Double digit EPS accretion, once cost savings are fully realized (3) ‒ Mid single digit initial dilution to tangible book value; earned back within 3 years (4) ‒ Estimated IRR exceeds 20% ‒ Cost savings assumption based on market overlap and past acquisition experience ‒ Pro forma regulatory capital ratios remain above “well capitalized” guidelines (4) ‒ Pro forma C&D and CRE concentrations remain below regulatory recommended thresholds (4) Lower Risk Opportunity ‒ In-market transaction ‒ Extensive due diligence process completed • ~77% of non-classified loans by book balance greater than $5 million reviewed • 100% of classified assets reviewed ‒ Manageable asset size and branch network ‒ Essentially all classified assets excluded from transaction ‒ Key members of Brand management to remain with RNST ‒ Track record of 7 successfully integrated acquisitions over the last 10 years Source: SNL Financial Demographic data as of 6/30/17; financial data as of 12/31/17 (1) Based on 6/30/17 deposits (2) Includes BrandExpress branches (3) Excludes one-time merger related expenses 10 (4) Includes one-time merger related expenses
Atlanta – The Southeast’s Most Attractive MSA Brand’s Strategic Branch Footprint Atlanta MSA Highlights . 2nd largest MSA in the Southeast by population at ~6mm ‒ 9th largest in the U.S. . Largest MSA in the Southeast by GDP at ~$300bn Brand Branches (8) ‒ 8th largest in the U.S. . BrandExpress Highest concentration of Fortune 500 companies (15) in Branches (5) the Southeast Counties >200,000 ‒ 3rd highest in U.S. pop. . 2nd wealthiest MSA in Southeast by household income at $65 thousand . World’s busiest airport for 17 years running ‒ 80% of U.S. population within a 2-hour flight Atlanta MSA Community & Regional Independent Banks (1) Top Tier Demographics Assets % ATL ‘18 – ‘23 Pop. Growth 2023 Proj. Median HHI Rank Institution ($bn) ATL (2) DMS Rank (3) 7.4% $73,600 1 Landmark Bancshares, Inc. $0.5 100 % 25 6.5% 2 Brand Group Holdings, Inc. 2.3 97 12 $65,167 3 United Bank Corp. 1.3 84 17 5.0% $61,045 4 Fidelity Southern Corp. 4.6 78 8 3.5% $56,017 5 MetroCity Bankshares, Inc. 1.1 77 21 6 Piedmont Bancorp, Inc. 0.8 75 24 7 Atlantic Capital Bancshares, Inc. 2.7 74 13 8 Charter Financial Corp. 1.4 53 23 9 State Bank Financial Corp. 5.2 30 16 US Georgia Atlanta Gwinnett US Georgia Atlanta Gwinnett County County Source: SNL Financial, www.ATL.com Financial data as of 12/31/17; demographic and deposit market share data as of 6/30/17; pro forma for announced transactions (1) Includes banks with total assets between $500 million and $10 billion and more than $500 million of deposits in the Atlanta MSA; excludes merger targets at the time of Brand merger announcement (2) Indicates percentage of total deposits held in Atlanta MSA; table is ranked by this category 11 (3) Ranking of deposit market share of all institutions with deposits in the Atlanta MSA
Our Pro Forma Atlanta Franchise Atlanta MSA Deposit Market Share Pro Forma Atlanta MSA Branch Footprint (1) Deposits Market Rank Institution ($mm) Share Branches Pickens 1 Wells Fargo & Co. $19,950 20.5 % 182 Dawson 2 Bank of America Corp. 17,014 17.5 131 75 75 Cherokee 3 SunTrust Banks Inc. 10,082 10.4 155 Bartow Forsyth Hall 4 BB&T Corp. 5,674 5.8 78 5 Synovus Financial Corp. 4,912 5.1 42 6 JPMorgan Chase & Co. 4,352 4.5 79 7 Regions Financial Corp. 3,690 3.8 65 85 8 Fidelity Southern Corp. 3,062 3.2 46 9 PNC Financial Services Group Inc. 2,801 2.9 66 Barrow Pro Forma 2,740 2.8 25 Cobb Gwinnett 10 Bank of the Ozarks 2,636 2.7 38 Paulding 12 Brand Group Holdings Inc. 1,840 1.9 7 Haralson DeKalb Walton 18 Renasant Corp. 901 0.9 18 20 Douglas Atlanta Rockdale Morgan Fulton Clayton Gwinnett County Deposit Market Share Carroll Newton 20 Henry Deposits Market Coweta Fayette Rank Institution ($mm) Share Branches Heard Jasper 1 Wells Fargo & Co. $3,179 19.8 % 30 85 Butts Spalding 2 Bank of America Corp. 2,660 16.5 24 Pro Forma 1,959 12.2 9 3 SunTrust Banks Inc. 1,955 12.2 23 Pike Lamar 75 4 Brand Group Holdings Inc. 1,840 11.4 7 RNST Branches Meriwether Monroe 5 BB&T Corp. 956 5.9 12 Brand Branches 6 East West Bancorp Inc. 634 3.9 1 7 JPMorgan Chase & Co. 621 3.9 13 BrandExpress Branches 8 Piedmont Bancorp Inc. 402 2.5 3 9 United Community Banks Inc. 389 2.4 3 . 10 PNC Financial Services Group Inc. 346 2.2 12 Market Overlap: 1 traditional Brand branch, or 13%, 21 Renasant Corp. 119 0.7 2 is within 1 mile of an existing RNST branch; 2 traditional Brand branches, or 25%, are within 5 miles Source: SNL Financial Deposit data as of 6/30/17; pro forma for announced transactions Excludes branches with deposits greater than $1.5 billion 12 (1) Hall county not within Atlanta MSA; included to show full Brand footprint
Financial Impact of the Transaction Assumptions Attractive Returns . . Cost Savings Double digit EPS accretion expected, once cost savings are fully realized ‒ 35% of total noninterest expense (50% realization rate in 2018; 100% in 2019 andthereafter) . . Mid single digit dilution to tangible book value Pre-Tax Merger Expenses per share at closing, earned back within 3.0 years ‒ $42 million . . Fair Market Value Adjustments: Estimated IRR exceeds 20% ‒ Loan Mark: $21 million . Pro forma C&D and CRE concentrations remain ‒ Other Net Asset / Liability Marks: $7 below regulatoryProrecommended Forma Capitalthresholds million . Core Deposit Intangible Pro Forma Capital ‒ 2.0% of transaction accounts, 10 year amortization . . Pro forma capital ratios are expected to remain Assumes reduction in Brand’s future well in excess of “well capitalized” minimums interchange income (crossing $10 billion at close asset threshold by year-end 2018) . . Estimated closing in 3Q 2018 Pro forma TCE / TA of approximately 8.9% at close 13
Our Pro Forma Company Pro Forma Footprint Pro Forma Financial Highlights Johnson City Assets $12.2 bn Knoxville 40 (1) 40 Nashville Loans 9.5 TENNESSEE Deposits 9.8 Memphis 65 24 Huntsville Branches 162 75 Loans / Deposits 96.5 % Tupelo 20 (2) Birmingham Market Cap $2.5 bn Atlanta Augusta 20 Auburn Macon Pro Forma Deposits by State Jackson GEORGIA Savannah Georgia Montgomery 36% 59 75 65 Albany MISSISSIPPI ALABAMA 55 10 Mississippi FLORIDA 10 36% RNST Branches Gainesville Brand Branches 95 Ocala BrandExpress Branches Tennessee Florida 15% 2% Alabama 10% Source: SNL Financial Data as of 12/31/17; deposits by state as of 6/30/17; excludes purchase accounting adjustments Note: Chart does not total 100% due to rounding 14 (1) Excludes loans held for sale (2) Market cap calculated using RNST’s price of $41.66, as of 3/27/18
• Focus on highly-accretive acquisition opportunities Capitalize on • Leverage existing markets Opportunities • Seek new markets • New lines of business • Superior returns • Revenue growth / Expense control Enhance Profitability • Net interest margin expansion / mitigate interest rate risk • Loan growth • Core deposit growth Focus on Risk • Enhance credit process, policies and personnel • Aggressively identify and manage problem credits Management • Board focus on Enterprise Risk Management • Selective balance sheet growth Build Capital Ratios • Maintain dividend • Prudently manage capital 15
• Reduced balance sheet to $10,000 manage assets below $10 billion at December 31, 2017 • Deleverage strategy included: $8,000 • Reduction of $479 million in investment securities • $6,000 Reduction of $99 million in mortgage loans held for sale $4,000 • Purchased $318 million of investment securities in 1Q18 $2,000 $0 Total Assets Deposits ($ in millions) 16
Diluted Earnings Per Share* $3.00Earnings Per Share $0.80 0.70 $0.70 $2.50 $2.42 0.64 $2.31 $0.61 0.62 $0.59 $0.59 $0.59 $2.10 $0.60 $0.54 $0.55 $2.00 $1.89 $0.50 $1.50 $1.38 $0.40 $1.09 $0.30 $1.00 $0.20 $0.50 $0.10 $0.00 $0.00 2012 2013 2014 2015 2016 2017 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 *Diluted earnings per share excludes revaluation of net deferred tax assets, merger expense, debt extinguishment penalty, and loss share termination. See slide 44 for reconciliation of Non-GAAP disclosure to GAAP.
Enhanced Profitability Return on Assets* Return on Tangible Equity* 1.60% 18.00% 16.37% 16.34% 16.10% 16.23% 1.39% 16.00% 1.40% 14.48% 1.20% 14.00% 1.20% 1.15% 1.10% 12.17% 1.03% 12.00% 1.00% 10.00% 9.40% 0.80% 0.80% 0.66% 8.00% 0.60% 6.00% 0.40% 4.00% 0.20% 2.00% 0.00% 0.00% 2012 2013 2014 2015 2016 2017 1Q18 2012 2013 2014 2015 2016 2017 1Q18 *Return on assets and return on tangible equity each excludes revaluation of net deferred tax assets, merger expense, debt extinguishment penalty, and loss share termination. See slides 45 and 46 for reconciliations of these non-GAAP disclosures to GAAP.
$8,000,000 $7,000,000 • Loans not purchased increased $242 million, or 17% annualized, $6,000,000 during 1Q18 $5,000,000 • Net loan growth totaled $78 $4,000,000 million during 1Q18 • $3,000,000 Company maintains strong pipelines throughout all $2,000,000 markets which will continue to $1,000,000 drive further loan growth $0 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 ($ in thousands) Not Purchased Purchased Covered Purchased ($ in millions) 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 Not $2,886 $3,268 $3,830 $4,075 $4,292 $4,526 $4,714 $4,834 $5,059 $5,294 $5,588 $5,830 Purchased Purchased $182 $143 $93 $45 $42 $30 - - - - - - Covered* Purchased Not $813 $577 $1,490 $1,453 $1,631 $1,549 $1,489 $1,402 $1,312 $2,155 $2,032 $1,868 Covered Total Loans $3,881 $3,988 $5,413 $5,573 $5,965 $6,105 $6,203 $6,236 $6,371 $7,449 $7,620 $7,698 *Covered loans are subject to loss-share agreements with FDIC. Loss-share agreements with FDIC were terminated in 4Q16. 19
. At March 31, 2018, loans totaled $7.7 billion 76% Not Purchased 24% Purchased Non Owner Occupied 25% Owner Occupied 18% C&I 14% 1-4 Family Consumer 31% 2% Const Land Dev 8% 2% 20
C&D and CRE Loan Concentration Levels Acquisition, Development & Construction (ADC) and Commercial Real Estate (CRE) ADC Loans as a Percentage of CRE Loans (Construction & Perm) as a Risk Based Capital Percentage of Risk Based Capital 100% 300% 91% 277% 265% 267% 87% 258% 82% 83% 82% 251% 81% 80% 80% 250% 242% 244% 244% 80% 76% 231% 227% 230% 69% 66% 200% 60% 150% 40% 100% 20% 50% 0% 0% 21
$9,000,000 2.00% $8,000,000 1.80% $7,000,000 1.60% 1.40% $6,000,000 ) 1.20% $5,000,000 1.00% $4,000,000 0.80% $3,000,000 0.60% ($ in thousands ($ $2,000,000 0.40% $1,000,000 0.20% $- 0.00% 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 Total Deposits Cost of Deposits Fed Funds $2,000,000 Non Interest Bearing Demand Deposits $1,800,000 1Q 2018 $1,600,000 Non Interest $1,400,000 DDA $1,200,000 22% Other Int Bearing Borrowed $1,000,000 Accts Funds 3% $800,000 54% $600,000 Time Deposits $400,000 21% $200,000 $- Cost of Funds ($ in thousands) .53% 22
6.00% 6.00% 5.00% 5.00% 4.00% 4.00% 3.00% 3.00% Margin Yield/Cost 2.00% 2.00% 1.00% 1.00% 0.00% 0.00% 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 Yield on Earning Assets Cost of Funds Margin ($ in thousands) 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 Net Interest $157,133 $202,482 $72,351 $70,054 $77,157 $75,731 $78,049 $74,015 $79,603 $90,017 $93,262 $89,240 Income Net Interest 3.96% 4.12% 4.33% 4.21% 4.29% 4.15% 4.24% 4.01% 4.27% 4.08% 4.25% 4.20% Margin Yield on 4.53% 4.59% 4.65% 4.57% 4.66% 4.54% 4.66% 4.43% 4.68% 4.55% 4.75% 4.72% Earning Assets Cost of Funds 0.57% 0.47% 0.32% 0.37% 0.38% 0.40% 0.42% 0.43% 0.43% 0.49% 0.52% 0.53% 23
• Diversified sources of noninterest income ($ in thousands) Non Interest Income* • $45,000 Opportunities for growing Non Interest Income $40,000 Expansion of Trust Division Wealth Management $35,000 services into larger, metropolitan markets $30,000 $25,000 Expansions within our de novo operations $20,000 Expansion of the Mortgage Division within new $15,000 markets $10,000 $5,000 Preserved debit card revenue in 2018 by $- deleveraging the balance sheet below $10B in assets in 4Q17 1Q08 Svc Chgs 1Q18 Svc Chgs $14M* 39% $34M* 6% Insurance 25% Insurance 6% Mtg Inc Mtg Inc 32% 12% 11% Wealth Mgmt 10% Wealth Mgmt 5% Fees & Comm Fees & Comm 17% 10% 27% Other Other *Non interest income excludes gains from securities transactions. See slide 43 for reconciliation of Non-GAAP disclosure to GAAP 24
90.00% • Continued focus on managing 85.00% noninterest expenses and 80.00% improving efficiency • Provided resources for eight 75.00% de novo expansions since 2011 70.00% • Fluctuations in mortgage loan 65.00% expense driven by higher mortgage production 60.00% 55.00% 50.00% 45.00% 40.00% 2013 2014 2015 2016 1Q17 2Q17 3Q17 4Q17 1Q18 Efficiency Ratio* Efficiency Ratio ex. Mortgage* *Excludes debt extinguishment penalties, amortization of intangibles, loss share termination charges and merger-related expenses from noninterest expense and profit (loss) on sales of securities and gains on acquisitions from noninterest income. Note: See slides 41 and 42 for reconciliation of Non-GAAP disclosure to GAAP 25
• Focus on highly-accretive acquisition opportunities Capitalize on • Leverage existing markets Opportunities • Seek new markets • New lines of business • Superior returns • Revenue growth / Expense control Enhance Profitability • Net interest margin expansion / mitigate interest rate risk • Loan growth • Core deposit growth Focus on Risk • Enhance credit process, policies and personnel • Aggressively identify and manage problem credits Management • Board focus on Enterprise Risk Management • Selective balance sheet growth Build Capital Ratios • Maintain dividend • Prudently manage capital 26
2.50% . Not purchased NPAs are now below pre-credit cycle levels . 2.00% Loss-share agreements with FDIC were terminated in 4Q 2016 1.50% 1.00% Not Purchased Purchased Not Covered 0.50% NPL’s $13.0M $9.9M ORE $4.8M $9.8M 0.00% Total NPA’s $17.8M $19.7M Not Purchased Purchased Covered Purchased Not Covered As a percentage of total assets 27
$6,000 400% • Net charge-offs: 350% $5,000 • 8 bps in 1Q18 300% $4,000 • Provision for loan losses: 250% • $3,000 200% $1.75 million in 1Q18 150% ($ inthousands) ($ $2,000 100% $1,000 50% $- 0% 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 ($)Provision for Loan Losses ($)Net Charge Offs Coverage Ratio* Allowance for Loan Losses as % of Non-Purchased Loans* 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 1.65% 1.29% 1.11% 1.05% 1.03% 1.01% 0.91% 0.89% 0.87% 0.84% 0.83% .80% *Ratios excludes loans and assets purchased in connection with recent acquisitions or loss share transactions. 28
Strong Credit Quality Metrics NPLs and Early Stage Delinquencies (30-89 Days Past Due Loans)* $25,000 $20,000 NPLs 30-89 $15,000 Days ($ in thousands) ($ $10,000 $5,000 $0 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 *Amounts exclude loans and assets purchased in connection with recent acquisitions or loss-share transactions. • NPL’s to total loans were 0.22% as of March 31, 2018 29
• Focus on highly-accretive acquisition opportunities Capitalize on • Leverage existing markets Opportunities • Seek new markets • New lines of business • Superior returns • Revenue growth / Expense control Enhance Profitability • Net interest margin expansion / mitigate interest rate risk • Loan growth • Core deposit growth Focus on Risk • Enhance credit process, policies and personnel • Aggressively identify and manage problem credits Management • Board focus on Enterprise Risk Management • Selective balance sheet growth Build Capital Ratios • Maintain dividend • Prudently manage capital 30
• 10.50% Tangible Common Equity Ratio* Maintained dividend throughout economic downturn • Increased quarterly dividend three times since 2Q16 9.50% • Regulatory capital ratios are well above the minimum 8.50% for well-capitalized classification 7.50% • Capital level positions the Company for future growth and geographic expansion 6.50% • Proactive capital plan: 5.50% • Raised $98.2M of subordinated notes in 3Q 2016 4.50% 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 • Raised $84.1M of common equity in 4Q 2016 Renasant Capital 2013 2014 2015 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 Tangible Common 6.64% 7.52% 7.54% 7.52% 7.80% 8.03% 9.00% 9.16% 9.31% 9.03% 9.56% 9.36% Equity* Leverage 8.68% 9.53% 9.16% 9.19% 9.18% 9.38% 10.59% 10.39% 10.68% 10.05% 10.18% 10.61% Tier 1 Risk 11.41% 12.45% 11.51% 11.38% 11.56% 11.57% 12.86% 12.93% 12.86% 12.26% 12.39% 12.41% Based Total Risk 12.58% 13.54% 12.32% 12.17% 12.31% 13.84% 15.03% 15.11% 15.00% 14.30% 14.46% 14.44% Based Tier 1 Common N/A N/A 9.99% 9.88% 10.13% 10.16% 11.47% 11.69% 11.65% 11.21% 11.34% 11.38% Equity 31 * Excludes intangible assets. See slide 40 for reconciliation of Non-GAAP disclosure to GAAP
Consistent and Strong Dividend Dividends Per Share – Annual Payout Dividends Per Share – Quarterly Payout $0.80 $0.20 $0.70 $0.18 $0.16 $0.60 $0.14 $0.50 $0.12 $0.40 $0.10 $0.30 $0.08 $0.06 $0.20 $0.04 $0.10 $0.02 $0.00 $0.00 32
. $10.2B franchise well positioned in attractive markets in the Southeast . Merger with Brand Group Holdings, Inc. will add $2.4B in assets, $1.9M in deposits and $1.9M in loans on the acquisition date . Strategic focus on expanding footprint • Acquisition • De Novo • New lines of business . Opportunity for further profitability improvement . Organic loan growth . Core deposit growth . Revenue growth . Declining credit costs . Strong capital position . Consistent dividend payment history 33
Appendix 34
. Mazda and Toyota announced $1.6 billion investment creating up to 4,000 jobs by 2021 Alabama Deposit Market Share . Ranked #6 on the Area Development Top States for Doing Business 2016 Deposits Market . Honda, Hyundai, Mercedes-Benz and Toyota increasingly large presence Rank Institution ($mm) Share Branches . 1 Regions Financial Corp. $22,678 22.6 % 221 Merger with Heritage Financial Group, Inc. (Nasdaq: HBOS) in July 2015 added approximately $90.0 2 Banco Bilbao Vizcaya Argentaria SA 13,843 13.8 89 million in loans, $141 million in deposits and 9 branches 3 Wells Fargo & Co. 8,824 8.8 128 4 ServisFirst Bancshares Inc. 4,390 4.4 11 . 5 Synovus Financial Corp. 4,230 4.2 37 Opened Commercial Loan Production Office and Mortgage Production Office in Mobile, AL in Q1 2017 6 BB&T Corp. 3,889 3.9 82 7 PNC Financial Services Group Inc. 3,215 3.2 67 . nd 8 Cadence Bancorp. 2,791 2.8 26 2 largest research and technology park in the U.S 9 Trustmark Corp. 1,598 1.6 44 10 Bryant Bank 1,271 1.3 15 More than $1.4 billion in aerospace equipment exported in 2016 16 Renasant Corp. 993 1.0 19 More than $8.4 billion in Department of Defense contracts Total Market 100,324 100.0 1,492 Deposit Market Share by County – Top 5 Presence in 4 of 10 counties 20.0% 17.5% 15.0% 12.0% 10.0% 6.2% 6.8% 5.0% 1.6% 1.0% 1.1% 0.4% 0.6% 0.0% 0.0% Lee Shelby Mobile Morgan Madison Deposit Jefferson Talladega Chambers Market Tuscaloosa Share Montgomery RNST Branches Rank 2 5 16 13 12 5 3 14 16 21 Source: SNL Financial Green highlighting denotes top 5 deposit market share in respective county Deposit data as of 6/30/17 35
. Entered the Florida market through the acquisition of HBOS. Moved into FL with 6 full-services branches along I-75 FloridaFlorida Deposit Deposit Market Market Share Share . Opened Mortgage Production Offices in Destin and Jacksonville in Q1 Deposits Market 2017 Rank Institution ($mm) Share Branches 1 Bank of America Corp. $108,279 19.8 % 563 . Florida would have the 19th largest economy in the world, if it were a 2 Wells Fargo & Co. 79,721 14.6 621 3 SunTrust Banks Inc. 49,105 9.0 441 country 4 JPMorgan Chase & Co. 32,882 6.0 399 5 Citigroup Inc. 19,525 3.6 55 . Publix Super Markets, Southern Wine & Spirits, Royal Caribbean Cruise, 6 TIAA Board of Overseers 19,290 3.5 12 7 Regions Financial Corp. 18,994 3.5 323 Darden Restaurants, CSX, and JM Family Enterprises are all 8 BB&T Corp. 18,041 3.3 311 headquartered in Florida 9 BankUnited Inc. 14,697 2.7 89 10 Toronto-Dominion Bank 12,714 2.3 152 . Florida projected population growth is approximately 6.7% compared to 113 Renasant Corp. 238 0.0 6 Total Market 545,627 100.0 5,099 the national average of 3.8% Deposit Market Share by County 4.0% 3.0% 2.2% 2.2% 2.0% 2.0% RNST Branches 1.0% 0.0% Deposit Marion Market Alachua Share Columbia Rank 11 9 6 Source: SNL Financial Deposit data as of 6/30/17 36
. Entered the North GA market through two FDIC loss share transactions Georgia Deposit Market Share 12 full-service locations Deposits Market Expanded services include mortgage and wealth management personnel Rank Institution ($mm) Share Branches 1 SunTrust Banks Inc. $54,262 22.9 % 230 . 2 Wells Fargo & Co. 36,811 15.5 265 Grew GA presence by completing acquisition of HBOS 3 Bank of America Corp. 35,762 15.1 170 4 Synovus Financial Corp. 14,687 6.2 115 5 BB&T Corp. 11,995 5.1 147 Added 20 full-service branches and 4 mortgage offices 6 Regions Financial Corp. 6,425 2.7 121 7 United Community Banks Inc. 5,773 2.4 65 8 JPMorgan Chase & Co. 4,390 1.9 82 Significantly ramps up our mortgage division 9 Bank of the Ozarks 3,995 1.7 67 10 State Bank Financial Corp. 3,514 1.5 32 . 16 Renasant Corp. 1,780 0.8 37 Enhanced GA presence by acquisition of KeyWorth Bank ($399 million in assets) in Total Market 236,981 100.0 2,323 April 2016 Approximately $284 million in loans, $347 million in deposits, and 4 full-service branches . Asset based lending division headquartered in Atlanta Deposit Market Share by County – Top 5 Presence in 10 of 22 counties RNST Branches 32.0% 26.9% 27.8% 24.0% 19.8% 16.8% 14.8% 16.0% 13.6% 11.8% 11.2% 11.5% 8.9% 7.2% 8.0% 4.7% 2.5% 2.5% 2.0% 1.1% 0.3% 0.7% 0.4% 0.5% 0.0% 0.1% 0.0% Lee Bibb Cook Cobb Troup Worth Fulton Bartow DeKalb Bulloch Pickens Forsyth Tattnall Appling Chatham Lowndes Gwinnett Cherokee Jeff Davis Jeff Muscogee Effingham Dougherty Deposit Market Share 14 1 7 4 2 21 12 3 8 9 2 12 4 20 3 17 5 4 4 11 24 13 Rank Source: SNL Financial Green highlighting denotes top 5 deposit market share in respective county Deposit data as of 6/30/17 37
. Increased presence in Mississippi with the recent acquisition of Metropolitan BancGroup, Inc., which Mississippi Deposit Market Share closed 7/1/17 Deposits Market Added 4-full service branches Rank Institution ($mm) Share Branches 1 Trustmark Corp. $7,127 13.4 % 122 2 Regions Financial Corp. 7,085 13.4 127 . 3 BancorpSouth Inc. 5,746 10.8 97 Columbus Air Force Base trains 1/3 of the nation’s pilots, with an economic impact of $250 million 4 Renasant Corp. 3,692 7.0 75 5 Hancock Holding Co. 3,126 5.9 39 . 6 Community Bancshares of Mississippi Inc. 2,278 4.3 35 Yokohama Tire Corporation announces plans to locate new commercial tire plant in West Point with 7 BancPlus Corp. 2,155 4.1 56 8 Citizens National Banc Corp. 1,157 2.2 26 9 Planters Holding Co. 909 1.7 19 an initial investment of $300 million and potentially more than $1 billion. 10 First Bancshares Inc. 885 1.7 17 Total Market 53,035 100.0 1,140 . In Blue Springs, MS, Toyota Motor Corp. announced a $170 million plant expansion, which will add 400 jobs. . City of Tupelo/Lee County Hosts one of the largest furniture markets in the U.S. Home to one of the largest rubber / tire producers in the country Deposit Market Share by County – Top 5 Presence in 24 of 28 counties 60.0% 47.9% 46.9% 46.5% 45.0% 29.1% 29.6% 30.4% 26.6% 26.8% 26.5% 30.0% 23.1% 21.3% 21.6% 16.5% 11.3% 15.0% 12.0% 11.1% 10.3% 9.1% 8.8% 10.8% 8.3% 8.7% 7.4% 8.6% 5.8% 4.2% 4.9% 0.6% 0.0% Lee Clay Attala Hinds Union Panola Alcorn Desoto Rankin Bolivar Copiah Holmes Monroe Prentiss Winston Calhoun Grenada Madison Neshoba Pontotoc Choctaw Lowndes Lafayette Oktibbeha Yalobusha Deposit Chickasaw Tishomingo Market Montgomery Share 1 5 1 4 1 7 1 4 2 2 5 3 3 2 2 3 5 2 3 4 2 6 10 4 3 6 3 4 Rank RNST Branches Source: SNL Financial Green highlighting denotes top 5 deposit market share in respective county Deposit data as of 6/30/17 38
. Our Tennessee Operations The Knoxville/Maryville MSA location opened in late Q2 ‘12 Tennessee Deposit Market Share East Tennessee operations currently have 4 full-service branches, $293 million in Deposits Market loans and $139 million in deposits Rank Institution ($mm) Share Branches 1 First Horizon National Corp. $22,935 15.5 % 202 Metropolitan acquisition added two branches in each of Memphis and Nashville 2 Regions Financial Corp. 18,659 12.6 223 3 SunTrust Banks Inc. 13,651 9.3 127 New Healthcare Lending Group added in Nashville during 2015 4 Bank of America Corp. 11,459 7.8 58 5 Pinnacle Financial Partners Inc. 9,659 6.6 46 . th 6 FB Financial Corp. 3,567 2.4 69 Tennessee ranked 4 best state to do business, per Area Development magazine 7 U.S. Bancorp 3,221 2.2 103 8 Franklin Financial Network Inc. 2,878 2.0 14 Driven by VW, Nissan and GM, Tennessee named the #1 state in the nation for 9 BB&T Corp. 2,713 1.8 47 automotive manufacturing strength 10 Wilson Bank Holding Co. 2,022 1.4 27 15 Renasant Corp. 1,522 1.0 22 Unemployment rate continues to improve declining to 3.4% from 10.4% in Total Market 147,560 100.0 2,116 January 2010, down 1.6% since last November . Deposit Market Share by County – Top 5 Presence in 2 of 8 counties In the Nashville market, Hospital Corporation of American announced an expansion that will create 2,000 jobs 12.0% 11.1% . #1 single-family housing market in the country Housing prices appreciated 8% in the last year, and 23.3% in the last 3 years 9.0% . The Memphis MSA market ranked #1 for Logistics Leaders both nationally and globally 6.0% Bass Pro Shops, $70 million hotel in conjunction with their Pyramid flagship store 3.7% . Fortune 500 company, Royal Phillips to expand in Tennessee, creating nearly 1,000 2.7% 3.0% 2.2% jobs in Nashville and Franklin 1.1% 1.2% 0.8% 0.5% 0.0% Blount Shelby Sumner Sullivan Deposit Crockett Davidson Williamson Market Washington Share 5 12 17 8 11 16 3 12 Rank RNST Branches Source: SNL Financial Green highlighting denotes top 5 deposit market share in respective county Deposit data as of 6/30/17 39
Reconciliation of Non-GAAP Disclosures Tangible Common Equity 40
Reconciliation of Non-GAAP Disclosures Efficiency Ratio 41
Reconciliation of Non-GAAP Disclosures Efficiency Ratio (Excluding Mortgage) 42
Reconciliation of Non-GAAP Disclosures Non Interest Income 43
Reconciliation of Non-GAAP Disclosures Diluted Earnings Per Share 44
Reconciliation of Non-GAAP Disclosures Return on Assets 45
Reconciliation of Non-GAAP Disclosures Return on Tangible Equity 46
With respect to the proposed merger of Brand into Renasant, 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 proposed merger with the Securities and Exchange Commission (the “SEC”). This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. BEFORE MAKING ANY INVESTMENT DECISION, BRAND 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, BRAND AND THE PROPOSED MERGER. When available, the proxy statement/prospectus will be mailed to shareholders of Brand. Investors will also be able to obtain copies of the proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SEC’s Web site (www.sec.gov). In addition, documents filed with the SEC by Renasant will be available free of charge from Kevin Chapman, Chief Financial and Operating Officer, Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, telephone: (662) 680-1450. 47
E. Robinson McGraw Chairman of the Board and Executive Chairman 209 TROY STREET TUPELO, MS 38804-4827 C. Mitchell Waycaster PHONE: 1-800-680-1601 President and Chief Executive Officer FACSIMILE: 1-662-680-1234 WWW.RENASANT.COM Kevin D. Chapman WWW.RENASANTBANK.COM Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer 48