Renasant Corporation and KeyWorth Bank Announce Definitive Merger Agreement

Staff Report From Metro Atlanta CEO

Wednesday, October 21st, 2015

Renasant Corporation, parent company of Renasant Bank, and KeyWorth Bank jointly announced today the signing of a definitive merger agreement.  Under the agreement, KeyWorth will merge with and into Renasant Bank in a transaction valued at approximately $58.7 million.

Founded in 2007, KeyWorth operates six offices in the Atlanta metropolitan area and as of June 30, 2015, had approximately $389 million in total assets, which included approximately $246 million in total loans, and approximately $336 million in total deposits. The transaction is expected to enhance Renasant's existing presence in the northern suburbs of Atlanta, Georgia, and complements its recently completed acquisition of Heritage Financial Group, Inc., which operated 36 branches throughout Georgia, Alabama and Florida.

"This is an attractive opportunity for us to acquire a community banking franchise which focuses on the greater Atlanta market area. KeyWorth Bank is a high quality commercial bank, with a strong credit culture and an attractive customer base. We believe this combination will be additive to Renasant's growing Georgia franchise and will provide us with additional scale and commercial banking expertise in the Atlanta market," said Renasant Chairman and Chief Executive Officer, E. Robinson McGraw. "KeyWorth has a team of quality bankers and we are excited for them to become part of our company."

James F. Pope, Chief Executive Officer of KeyWorth, said, "This is a logical combination with one of the most attractive banks in the Southeast. Our customers will become part of a multi-billion dollar banking franchise with immediate access to an expanded array of products and services. KeyWorth's shareholders will exchange their shares for Renasant common stock which is listed on NASDAQ and which we believe is well-positioned for continued growth."

Pope will join the Company as Chairman of Renasant Bank's Atlanta Metro Division.  In addition, KeyWorth President and Chief Operating Officer, Neil Stevens, will become the Atlanta Division Metro President for Renasant Bank.  Ken Davis will continue in his role as President of Renasant Bank's North Georgia Division.   

According to the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, KeyWorth shareholders will receive 0.4494 shares of Renasant common stock for each share of KeyWorth common stock.  Based on Renasant's 20-day average closing price of $33.38 per share as of October 19, 2015, the aggregate deal value is approximately $58.7 million, or $15.00 per share. The transaction is expected to be immediately accretive to Renasant's estimated earnings and tangible book value per share and has an IRR which exceeds internal thresholds.

The acquisition is expected to close during the first quarter of 2016 and is subject to KeyWorth shareholder approval, regulatory approval and other conditions set forth in the merger agreement.