| Item 1.01. | Entry into a Material Definitive Agreement. |
Underwriting Agreement. On November 17, 2021, Renasant Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc., as representative of the underwriters listed on Schedule I to the Underwriting Agreement, for the issuance and sale of $200 million aggregate principal amount of its 3.00% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Notes”), at a public offering price equal to 100% of the aggregate principal amount of the Notes.
The offering of the Notes closed on November 23, 2021. The net proceeds from the sale of the Notes to the Company were approximately $197 million, after giving effect to the underwriting discount of 1.25% and estimated expenses of the offering of the Notes. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include providing capital to support the Company’s organic growth or growth through strategic acquisitions, redeeming or repaying indebtedness, financing investments, capital expenditures and for investments in Renasant Bank, the Company’s wholly-owned subsidiary, as regulatory capital.
The Notes have been offered pursuant to a prospectus supplement, dated November 17, 2021, to the prospectus dated October 12, 2021, that was filed as part of the Registration Statement on Form S-3 (File No. 333-260188) under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was filed with the Securities and Exchange Commission (“SEC”) and automatically became effective on October 12, 2021.
The Underwriting Agreement contains representations, warranties and covenants customary in agreements of this type. These representations, warranties and covenants are not representations of factual information to investors about the Company or its subsidiaries, and the sale of the Notes is not a representation that there has not been any change in the condition of the Company. The Company also agreed to indemnify the underwriters against certain liabilities arising out of or in connection with the sale of the Notes.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Indenture and Notes. The Notes have been issued under a Subordinated Indenture dated as of August 22, 2016 (the “Base Indenture”) by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by that certain Fourth Supplemental Indenture dated as of November 23, 2021, between the Company and the Trustee (the “Fourth Supplemental Indenture” and together with the Base Indenture, as previously supplemented by that certain First Supplemental Indenture dated as of August 22, 2016 between the Company and the Trustee, that certain Second Supplemental Indenture dated as of August 22, 2016 between the Company and the Trustee and that certain Third Supplemental Indenture dated as of September 3, 2020 between the Company and the Trustee, the “Indenture”). The terms of the Notes are set forth in, and such Notes are governed by, the Base Indenture and the Fourth Supplemental Indenture.
The Notes will mature on December 1, 2031. From and including November 23, 2021, to but excluding December 1, 2026 or the date of earlier redemption, the Company will pay interest on the Notes semi-annually in arrears on each June 1 and December 1 commencing June 1, 2022, at a fixed annual interest rate equal to 3.00%. From and including December 1, 2026, to but excluding the maturity date or earlier redemption date, the Company will pay interest on the Notes at a floating per annum rate equal to a Benchmark rate (which is expected to be Three-Month Term SOFR) (each as defined in the Indenture), plus 191 basis points, payable quarterly in arrears on each March 1, June 1, September 1 and December 1 commencing on March 1, 2027; provided, however, that in the event the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.
The Company may, beginning with the interest payment date of December 1, 2026, and on any interest payment date thereafter, redeem the Notes, in whole or in part, from time to time, subject to obtaining the prior 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 such approval is then required under the rules of the Federal Reserve (or such successor bank regulatory agency), at a redemption price equal to 100% of the principal
