Renasant Corporation and Brand Group Holdings, Inc. Announce Definitive Merger Agreement

March 28, 2018

Renasant Corporation (the “Company” or “Renasant”) (NASDAQ: RNST) and Brand Group Holdings, Inc. (“Brand”) jointly announced today the signing of a definitive merger agreement pursuant to which Brand will merge with and into Renasant in a transaction currently valued at approximately $452.9 million. The proposed merger has been approved unanimously by each company’s Board of Directors and is expected to close in the third quarter of 2018. Completion of the transaction is subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals and the approval of Brand’s shareholders.

Founded in 1905, Brand is the privately-held bank holding company of The Brand Banking Company, which has 13 locations throughout the greater Atlanta market. As of December 31, 2017, Brand had approximately $2.4 billion in total assets, approximately $1.9 billion in total loans (excluding mortgage loans held for sale) and approximately $1.9 billion in total deposits.

“The ability to partner with a 113-year-old company with strong talent in one of the most attractive markets in the country is a tremendous opportunity. We believe this merger will significantly enhance our Atlanta presence, which is the largest MSA by GDP and 2nd largest MSA by population in the Southeast,” said Renasant Chairman and Chief Executive Officer, Robin McGraw.

Mitch Waycaster, Renasant President and Chief Operating Officer, further commenting on the transaction, added, “This merger will greatly benefit our current and future clients by expanding our locations, services and products. Brand has a long-standing history built on serving its community with intention, and we look forward to being able to better meet the needs of our combined clients and communities through this merger.

Bartow Morgan Jr., Chief Executive Officer of BrandBank, will become the Chief Commercial Banking Officer for the Renasant Bank system with responsibility for commercial banking, including Renasant Bank’s specialty lines and other financial services. He will also join Renasant Bank’s Board of Directors. In addition, one independent Brand director will be appointed to both the Renasant Corporation and Renasant Bank Boards. Richard Fairey, President and Chief Operating Officer of BrandBank, will be named Chief Retail Banking Officer for the Renasant Bank system, and Mike Dunlap, Executive Vice President and Director of Commercial Banking for BrandBank, will assume the role of President of the Georgia Commercial Banking Group for Renasant Bank.

“Renasant is aligned strategically and culturally with BrandBank. As a proud company with a long history in the Atlanta market, we look forward to the unique opportunity of leveraging BrandBank’s commercial banking niches with the enhanced lending capacity and specialized lines of business provided by Renasant,” said Morgan. “We are excited for our clients, bankers, and shareholders to realize the immediate and longer term benefits and value creation opportunities this merger provides.

According to the terms of the merger agreement, Brand shareholders will receive 32.87 shares of Renasant common stock and $77.50 in cash for each share of Brand common stock. Additionally, all Brand options will be cashed out at $1,550 per share. Based on Renasant’s closing price of $41.66 per share as of March 27, 2018, the implied transaction value is approximately $452.9 million, in the aggregate, or $1,447 per share. The transaction’s final pricing is contingent (and subject to reduction only) upon Brand’s divestiture of certain assets, as outlined in the definitive merger agreement, which will be filed with the Securities and Exchange Commission in the coming days. Excluding one-time transaction costs, the merger is expected to be immediately accretive to Renasant’s estimated earnings and to have a substantial positive long-term impact on Renasant.

Supplemental information regarding the merger in the form of a presentation to analysts and investors is available by accessing the News and Market Data/Presentation link under the Investor Relations tab on Renasant’s website at www.renasant.com.

Keefe, Bruyette and Woods, Inc. served as financial advisor to Renasant, and the law firm of Phelps Dunbar LLP served as its legal advisor. Evercore served as lead financial advisor to Brand, and the law firm of Troutman Sanders LLP served as its legal advisor. Banks Street Partners LLC also served as financial advisor to Brand.

About Renasant Corporation:

Renasant Corporation is the parent of Renasant Bank, a 114-year-old financial services institution. Renasant has assets of approximately $9.8 billion and operates 180 banking, mortgage and wealth management offices in Mississippi, Tennessee, Alabama, Florida and Georgia.

About Brand Group Holdings, Inc.

Brand Group Holdings, Inc. is a $2.4 billion bank holding company located in the Atlanta Metropolitan area, operating as BrandBank. Bartow Morgan, Jr. is the fifth generation CEO of the company, which was founded in Lawrenceville, Georgia in 1905.