Renasant 8-K Shows Filing For Potential Mix Shelf

The following unaudited pro forma condensed combined financial statements are based on the separate historical financial statements of Renasant Corporation ("Renasant" or "RNST") and Heritage Financial Group, Inc. ("Heritage" or "HBOS") after giving effect to the merger, the issuance of 0.9266 shares of RNST common stock in exchange for outstanding shares of Heritage common stock in connection therewith and the other transactions contemplated by the Agreement and Plan of Merger dated as of December 10, 2014 by and among Renasant, Renasant Bank, Heritage and HeritageBank of the South. The unaudited pro forma condensed combined balance sheet as of March 31, 2015 is presented as if the merger with RNST and the transactions that occurred therewith had occurred on March 31, 2015. The unaudited pro forma condensed combined income statements for the year ended December 31, 2014 and the three months ended March 31, 2015 are presented as if the merger and transactions that occurred therewith had occurred on January 1, 2014. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the income statements only, expected to have a continuing impact on consolidated results of operations. The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States. RNST is the acquirer for accounting purposes. RNST has not had sufficient time to completely evaluate the significant identifiable long-lived tangible and identifiable intangible assets of Heritage. Accordingly, the unaudited pro forma adjustments, including the allocations of the purchase price, are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Certain reclassifications have been made to the historical financial statements of Heritage to conform to the presentation in RNST's financial statements. A final determination of the acquisition consideration and fair values of Heritage's assets and liabilities will be based on the actual net tangible and intangible assets of Heritage that existed as of the date of completion of the merger, which was July 1, 2015. Consequently, amounts preliminarily allocated to goodwill and identifiable intangibles could change from those allocations used in the unaudited pro forma condensed combined financial statements presented below and could result in a change in amortization of acquired intangible assets and amortization or accretion of other fair value adjustments. In connection with the plan to integrate the operations of RNST and Heritage, RNST has incurred, and will in the future incur, nonrecurring charges, such as costs associated with systems implementation, severance, and other costs related to exit or disposal activities. RNST is not able to fully determine the timing, nature and amount of these charges as of the date of this filing. However, these charges will affect the results of operations of RNST and Heritage upon the completion of the merger, in the period in which they are incurred. The unaudited pro forma condensed combined financial statements do not include the effects of the costs associated with any restructuring or integration activities resulting from the transaction, as they are nonrecurring in nature and were not factually supportable at the time that the unaudited pro forma condensed combined financial statements were prepared. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual restructuring charges that may be incurred as a result of the integration of the two companies or any anticipated disposition of assets that may result from such integration. Estimated transaction related expenses of RNST are not included in the unaudited pro forma condensed combined income statements. The actual amounts finally recorded for the completion of the merger may differ materially from the information presented in these unaudited pro forma condensed combined financial statements as a result of: • net cash used or generated in Heritage's operations between the signing of the merger agreement and completion of the merger; • other changes in Heritage's net assets that occurred prior to the completion of the merger, which could cause material differences in the information presented below; and • changes in the financial results of the combined company, which could change the future discounted cash flow projections. -------------------------------------------------------------------------------- The unaudited pro forma condensed combined financial statements are provided for informational purposes only. The unaudited pro forma condensed combined financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed combined financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma condensed combined financial statements should be read together with: • the accompanying notes to the unaudited pro forma condensed combined financial statements; • RNST's separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2014, included in RNST's Annual Report on Form 10-K for the year ended December 31, 2014; • Heritage's separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2014, included in Heritage's Annual Report on Form 10-K for the year ended December 31, 2014; • RNST's separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2015, included in RNST's Quarterly Report on Form 10-Q for the quarters ended March 31, 2015; • Heritage's separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2015, included in Heritage's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015; and • other information pertaining to RNST and Heritage contained in previous filings with the Securities and Exchange Commission.