RENASANT CORPORATION (NASDAQ:RNST) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

On December14, 2016, Renasant Corporation, a Mississippi
corporation (the Company) and its wholly-owned subsidiary,
Renasant Bank, entered into an Underwriting Agreement (the
Underwriting Agreement) with Keefe, Bruyette Woods, Inc. and
Sandler ONeill Partners, L.P., as representatives of the
underwriters listed on Schedule I to the Underwriting Agreement
(the Underwriters), for the issuance and sale of 1,900,000 shares
of common stock, par value $5.00 per share, of the Company
(Common Stock), for an aggregate purchase price of $78.9 million,
or $41.50 per share, less underwriting discounts. The Company
also has granted the Underwriters a 30-day option to purchase an
additional 285,000 shares of Common Stock at the public offering
price, less underwriting discounts.

The offering of the Common Stock closed on December19, 2016. The
net proceeds of the offering, after deducting the underwriting
discounts and estimated expenses of the offering payable by the
Company, and before giving effect to the option to purchase
additional shares, were approximately $74.8 million.

to the Underwriting Agreement, the Company and its directors and
executive officers have entered into 60-day lock-up agreements
with respect to sales of shares of Common Stock, subject to
customary exceptions. The form of this agreement is attached to
the Underwriting Agreement.

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 Common Stock in the offering 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 Common Stock in the offering.

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.

The offering and sale of the Common Stock was made to a
prospectus supplement dated December14, 2016 to the prospectus
dated September15, 2015 that was filed as part of the Companys
Registration Statement on Form S-3 (File No.333-206966) under the
Securities Act of 1933, as amended, which registration statement
was filed with the U.S. Securities and Exchange Commission and
automatically became effective on September15, 2015. In
connection with this offering, the legal opinion as to the
legality of the Common Stock is being filed as Exhibit 5.1 to
this Current Report on Form 8-K.

Item8.01 Other Events.

On December14, 2016, the Company issued a press release
announcing the pricing of its offering of Common Stock. A copy of
the Companys press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.

On December19, 2016, the Company issued a press release
announcing the closing of its previously-announced offering of
Common Stock to the Underwriting Agreement. A copy of the
Companys press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

Forward-Looking Statements

This communication contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Congress passed the Private Securities Litigation Act of 1995 in
an effort to encourage companies to provide information about
their anticipated future financial performance. This act provides
a safe harbor for such disclosure, which protects a company from
unwarranted litigation if actual results are different from
management expectations. This communication reflects the current
views and estimates of future economic circumstances, industry
conditions, company performance, and financial results of the
management of the Company. These forward-looking statements are
subject to a number of factors and uncertainties which could
cause the Companys actual results and experience to differ from
the anticipated results and expectations expressed in such
forward-looking statements, and such differences may be material.
Forward-looking statements speak only as of the date they are
made, and the Company does not assume any duty to update
forward-looking statements, unless required by applicable law.
Such forward-looking statements usually include words such as
expects, projects, proposes, anticipates, believes, intends,
estimates, strategy, plan, potential, possible and other similar
expressions. These statements are based upon the current beliefs
and expectations of the Companys management and are inherently
subject to significant business, economic and competitive risks
and uncertainties, many of which are beyond their respective
control. In addition, these forward-looking statements are
subject to assumptions with respect to future business strategies
and decisions that are subject to change. Actual results may
differ from those indicated or implied in the forward-looking
statements, and such differences may be material.

Important factors currently known to management that could cause
actual results to differ materially from those in forward-looking
statements include (1)the Companys ability to efficiently
integrate acquisitions into its operations, retain the customers
of these businesses and grow the acquired operations; (2)the
effect of economic conditions and interest rates on a national,
regional or international basis; (3)the timing of the
implementation of changes in operations to achieve enhanced
earnings or effect cost savings; (4)competitive pressures in the
consumer finance, commercial finance, insurance, financial
services, asset management, retail banking, mortgage lending and
auto lending industries; (5)the financial resources of, and
products available to, competitors; (6)changes in laws and
regulations, including changes in accounting standards;
(7)changes in policy by regulatory agencies; (8)changes in the
securities and foreign exchange markets; (9)the Companys
potential growth, including its entrance or expansion into new
markets, and the need for sufficient capital to support that
growth; (10)changes in the quality or composition of the Companys
loan or investment portfolios, including adverse developments in
borrower industries or in the repayment ability of individual
borrowers; (11)an insufficient allowance for loan losses as a
result of inaccurate assumptions; (12)general economic, market or
business conditions; (13)changes in demand for loan products and
financial services; (14)concentration of credit exposure;
(15)changes or the lack of changes in interest rates, yield
curves and interest rate spread relationships; and (16)other
circumstances, many of which are beyond managements control.
Management undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time.

About RENASANT CORPORATION (NASDAQ:RNST)