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Actionable news in RNST: Renasant Corporation,

Prospectuses and communications, business combinations




Washington, D.C. 20549



Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

October 20, 2015

Date of report (Date of earliest event reported)


(Exact name of registrant as specified in its charter)

209 Troy Street, Tupelo, Mississippi 38804-4827

(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code: (662) 680-1001

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Agreement and Plan of Merger

On October 20, 2015, Renasant Corporation, a Mississippi corporation (Renasant), Renasant Bank, a Mississippi banking association (Renasant Bank), and KeyWorth Bank, a Georgia state bank (KeyWorth), entered into an Agreement and Plan of Merger (the Merger Agreement). On the terms and subject to the conditions set forth in the Merger Agreement, KeyWorth will merge with and into Renasant Bank, with Renasant Bank continuing as the surviving banking association (the Merger). The Merger Agreement has been unanimously approved by the Boards of Directors of each of Renasant and KeyWorth.

At the effective time of the Merger, each outstanding share of KeyWorths common stock, par value $5.00 per share (other than (a) any shares of KeyWorth common stock owned by KeyWorth, Renasant or any of Renasants subsidiaries, except for shares held in trust accounts, managed accounts, mutual funds and the like or otherwise in a fiduciary or agency capacity or as a result of debts previously contracted, and (b) any shares as to which dissenters rights have been exercised and maintained under the Georgia Banking Code), will be converted into the right to receive 0.4494 shares of Renasant common stock, par value $5.00 per share. Cash will be paid in lieu of any fractional shares of KeyWorth common stock based on the closing sale price of Renasant common stock at the end of the trading day prior to the date that the Merger is consummated. The Merger is intended to qualify as a tax-free reorganization within the meaning of the Internal Revenue Code of 1986, as amended.

Each in-the-money stock option granted under KeyWorths equity incentive plan or otherwise and each outstanding warrant to acquire shares of KeyWorth common stock will vest in full and be converted into the right to receive a cash payment equal to (a) the total number of shares subject to such stock option or warrant multiplied by (b) the difference between $15.00 and the exercise price of the option or warrant, as the case may be, less applicable tax withholdings. Out-of-the-money KeyWorth stock options and warrants outstanding at the effective time of the Merger will be cancelled for no consideration.

Renasant, Renasant Bank and KeyWorth each have made customary representations and warranties in the Merger Agreement including, among others, representations regarding organization, power and authority, capitalization, financial statements, employee benefit matters and tax matters. KeyWorth has agreed to customary covenants, including, among other things, to conduct its business in the ordinary course and consistent with past practice and prudent banking practice or as required under the Merger Agreement and to comply with certain other operating covenants through the consummation of the Merger. The parties have agreed to cooperate in order to enable Renasant to file with the Securities and Exchange Commission (the SEC), as promptly as reasonably practicable, a registration statement on Form S-4, which will include a proxy statement/prospectus.

The Merger Agreement restricts the ability of KeyWorth to solicit proposals relating to alternative business combination transactions, and, subject to certain exceptions, to enter into discussions or negotiations or provide confidential information in connection with any proposals for alternative business combination transactions. However, if KeyWorth receives an unsolicited bona fide written acquisition proposal, KeyWorth may participate in discussions regarding an acquisition proposal solely to clarify the terms of such acquisition proposal. Additionally, KeyWorth may provide information to (after it receives a confidentiality agreement from such person), and may engage in negotiations or discussions with, the party who made the unsolicited acquisition proposal if KeyWorths board of directors concludes in good faith, after consultation with its outside legal counsel and financial advisor (as to financial matters), that (a) based on the information then available, such acquisition proposal is more favorable to KeyWorths shareholders from a financial point of view than the transactions contemplated by the Merger Agreement and is reasonably likely to be consummated and (b) failure to take such action would be inconsistent with the directors fiduciary duties under applicable law.

Prior to obtaining the approval of the shareholders of KeyWorth regarding the Merger Agreement and the Merger, KeyWorths board of directors may make a change of recommendation or terminate the Merger Agreement to accept a superior proposal if the Board determines in good faith, after consultation with its legal counsel and financial advisors (as to financial matters), that failure to take such action would be inconsistent with the directors fiduciary duties under applicable law. Prior to taking such actions, KeyWorth must give Renasant an opportunity to match such offer.

KeyWorth has agreed to convene a special meeting of its shareholders to consider the approval of the Merger and the adoption of the Merger Agreement, and its board of directors has agreed to recommend that KeyWorth shareholders adopt the Merger Agreement and approve the Merger.

Consummation of the Merger is subject to the adoption of the Merger Agreement and the...