Good morning, everyone, and welcome to the Renasant Corporation Investor Call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star and then one using a touch-tone telephone. To withdraw your questions, you may press star and two. Please also note today's event is being recorded. At this time, I'd like to turn the floor over to Kelly Hutcheson, Chief Accounting Officer of Renasant. Ma'am, please go ahead.
Thank you for joining us for today's Renasant and The First Merger Call. Presenting on today's call are Mitch Waycaster, Kevin Chapman, Jim Mabry, and Hoppy Cole. Also joining us on the call are David Meredith and Dee Dee Lowery. Before we begin, please note that many of our comments during this call will be forward-looking statements, which involve risk and uncertainty. There are many factors that could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements.
Such factors are discussed in our filings with the Securities and Exchange Commission, including the preliminary prospectus supplement relating to our equity offering that we filed with the SEC on July 29, 2024. We undertake no obligation, and we specifically disclaim any 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. I would now like to turn the presentation over to Mitch Waycaster.
Thank you, Kelly, and good morning. We appreciate you joining the call as we discuss our announced acquisition of The First Bancshares, Inc. and the follow-on equity offering. Before handing the call over to Hoppy, Kevin, and Jim, I'd like to make a few comments. For background on why this acquisition is a great fit for us, I've known Hoppy Cole for many years and have long admired what he and his team have accomplished. Growing a $500 million Hattiesburg Community Bank into an $8 billion institution with strong deposit bases in Florida, Georgia, Mississippi, Louisiana, and Alabama is impressive. The First are community bankers , focused on developing trusted relationships in their markets in order to become their customer's financial services provider of choice. Geographically, they have established a strong presence in many of the Southeast's most dynamic growing markets.
The First has a granular customer base with limited loan concentrations and a strong retail deposit foundation. They also have a strong credit culture that has performed well. All of these attributes are also true for Renasant, and we believe that these similarities will help the integration process go smoothly and enable us to achieve the financial results that we have modeled. As you know, it has been a few years since we have announced the bank merger. We have looked at a number of opportunities, and this one checks all the boxes. For the reasons I have touched on, this is the deal that we have been looking for. I am as excited today as I've ever been about Renasant and the opportunity in front of us. I'll now turn the call over to Hoppy.
Thanks, Mitch. I appreciate the kind words and could not agree more about the similarities between our two organizations. When we started The First almost 30 years ago, our goal was to develop long-term relationships in vibrant Southeastern markets and grow as a result. I'm proud of our team for how we have executed on that vision, and now with Renasant, we could not ask for a better partner to continue down this path.
I'm excited for our associates, our customers, and our shareholders as we enter this next chapter, and I am confident in the success of this combination. With each of our respective teams' prior experiences with merger integrations, I'm comfortable that this will be a smooth transition, particularly because culturally, I don't think this will feel like a change at all. Again, we're excited about this new chapter in the history of our company as we join Renasant to create a top Southeastern banking franchise. I'll now pass the call over to Kevin.
Thanks, Hoppy. I want to start by echoing that excitement. This is a great opportunity for our companies, and this is the right deal at the right time for several reasons. To start, we view this merger and integration as low risk, as low risk as things can be, while not ignoring the complexities associated with combining two large geographically diverse institutions. We believe The First is a strong cultural fit, and our knowledge of and familiarity with their people and markets provide for a great deal of comfort in this deal. This was reinforced during our extensive due diligence process. Additionally, we have had positive, proactive conversations with our regulators on this deal to keep them informed throughout the process. Second, this acquisition meaningfully improves our financial position.
Looking at slide 4, The First adds significant scale with a combined $25 billion in total assets and accelerates profitability improvement with about 30% EPS accretion. As you can see on slide 5, we model ROA increasing to 1.3%, with a return on tangible common equity expected to be in the high teens and an efficiency ratio in the mid-50s. We believe that the combined company can accomplish these improved profitability metrics. We also build on Renasant's existing balance sheet strength, adding further depth to our granular deposit base, enhancing our liquidity position, and improving our asset quality metrics. And finally, looking past the model, this acquisition makes us a better bank. As slides 8 and 7 show, this acquisition brings us strength in Florida and along the Gulf Coast, which will improve our prospects for continued growth.
We also add density in Mississippi, Georgia, and Alabama, and we enter Louisiana, which we believe will help with brand recognition and enable our branch network to operate more efficiently. Turning to slide 9, in our view, The First has one of the best deposit bases in the Southeast. They are customer deposit funded with little to no wholesale funding and enhance our already strong deposit base. I'll now ask Jim to talk a bit about the diligence process and financial assumptions.
Thanks, Kevin. Before going into the modeling details, I want to build on Kevin's comments regarding the balance sheet. As you can see on slide 14, deposit and liquidity positions are enhanced by this transaction. Our loan-to-deposit ratio is expected to decline to 86% at closing, with a 19% cash and securities-to-assets ratio. Both of these metrics provide us with added flexibility. We project that the CET1 ratio will be approximately 11% and total risk-based capital ratio around 15% at close. Given the profitability profile of the combined company, those capital ratios will build by approximately 70 to 80 basis points annually. Moving to diligence and modeling, we spent several months in the diligence process with contributions from all areas of the bank, as well as third parties. The numbers on slide 13 were developed with a bottoms-up approach.
This is 100% stock acquisition with a 1-to-1 exchange ratio that we anticipate closing in The First half of 2025. We are using consensus estimates for each bank through 2025 and then growing those estimates by 5% thereafter. We are modeling 30% cost saves with 40% achieved in 2025 and 100% achieved thereafter. We've identified $75 million of after-tax deal charges, and we are assuming a 1.5% allowance for credit losses is established on The First loan portfolio. The credit double count here is netted against The First existing purchase accounting marks and is projected to be $48 million. We have assumed a $189 million interest rate mark on their loan portfolio, or approximately 3.6%. We are assuming that we will sell The First securities and reinvest those proceeds into higher-yielding assets. I will now turn the call back over to Mitch.
Thanks, Jim. To close, we think this acquisition, paired with the capital raise, transforms our financial position. It is additive to our footprint and our demographic profile. It leaves us with strong capital and liquidity levels, and we have a high level of comfort around integration and execution. I will now turn the call over to the operator.
Ladies and gentlemen, at this time, we'll begin the question-and-answer session. To ask a question, you may press star and then one on your touch-tone telephones. If you are using a speakerphone, we do ask that you please pick up your handset before pressing the keys. To withdraw your questions, you may press star and two. Once again, that is star and then one to ask a question. We'll pause momentarily to assemble the roster. And our first question today comes from Michael Rose from Raymond James. Please go ahead with your question.
Hey, good morning, everyone. Thanks for taking my questions. I noticed that along with the deal announcement that you guys are doing a Community Benefits Plan, I was just wondering if you could spend maybe a minute or two just kind of outlining it, how it came about, and maybe just some details on what you're trying to accomplish. Thanks.
Very good. Good morning, Michael. And yes, two things about our company is our commitment and focus on community development, which always precedes economic development. So as The First, one of the largest CDFI banks, and with Renasant for the last number of years through our community development and social responsibility arm of the company, we've had, like The First, a very clear focus on community development, making sure we're very intentional, whether it's community reinvestment-type activities, whether just focusing on the total community. And we believe our job is to understand the needs of all of our communities.
So simply what we decided to do, no one asked us to do this, but what we decided to do as we were going through diligence and thinking about the future was to add an announcement, and we will also make this part of the application to develop a Community Benefits Plan. To your question, what we've simply done is looked at what both banks are doing currently, and we projected that forward with an increase. I think the cumulative increase over the five-year period is around 13%. But again, we're looking at really what we're doing today, and we're projecting that forward. Just to be very intentional and clear about our expectations and our intentions to continue to reinvest in our communities. And as far as the aspects of it, it's really in four parts.
One part being on residential mortgages, particularly focusing on LMI and majority-minority census tracts. Also, part of that is a down payment assistance to buyers who might need that. As well, there's a small business segment where we're being very clear about focusing on small business and those that would benefit in majority-minority census tracts. And then on the community development side, just being very focused with some funds that are focused on community development loans and investments. And then there's a portion that's focused more on philanthropic and outreach-type activities. But again, a reflection of what we're doing today and the intentionality of continuing to do that in the future.
I appreciate that, Mitch. And maybe one more for you. Just I think at the outset, you mentioned the regulator's comfort with the deal. And if you could just expand upon that, I mean, there's a decent amount of branch overlap here. And I just wanted to understand what gives you comfort that this won't be a kind of a protracted approval process. Thanks.
Yes, sir. Well, first, I would start with just a good relationship in both companies with our respective regulators. The other thing is just the intentionality all the way during the process today to staying very close to the regulators, reaching out, seeking input. They've been very helpful as far as guidance, as we think about the application process and moving forward. As far as locations, there's a small amount of locations where they're within 1-3 miles where there would be some consideration of not exiting a market, but simply thinking about physical plant and the combination of some of those, but no exits of any markets.
Okay. Perfect. And then maybe just finally for me, are there any areas with this deal that you'll be able to either expand upon or look to grow a little bit more? I obviously can understand the pro formas in the slide deck, but just trying to have a better sense of with the larger balance sheet, will there be any changes in the business model at all? Thanks.
Yeah. Hey, Michael, Kevin. I don't think there's going to be drastic changes in the business model. We'll relook at several things, just given larger size, larger balance sheet, but I don't think that material changes anything. I do think there is a couple of opportunities just embedded in both of our models for maybe some revenue synergies or for some immediate pickup. One is mortgage. The First has a mortgage group. We have a mortgage group, I think, on a combined basis, that there's greater opportunity to expand products, services, maybe distribution channels for selling. So I think that's an opportunity. And I recognize also mortgage isn't the right industry to be talking about now, but if you look at long-term or even immediate, the markets that we and The First are in, there's inbound migration and there's home sales. So there's still positive activity from a mortgage perspective.
I think there's opportunity for synergies on the treasury management side. Business lines that we have, like our recent expansions in ABL and factoring, we have found significant opportunities in our footprint just by being able to offer those services to customers. I suspect and believe that in The First footprint, there's going to be similar opportunities. We haven't modeled that into our balance sheet or the above-average yields that come along with those business lines. Just real quick, that's kind of three off the top, and there's probably several more underneath that we think are just embedded in the two business models that will complement each other.
Very helpful. I'll step back. Thanks for taking my questions. Congrats on the deal.
Thank you, Michael.
Our next question comes from Matt Olney from Stephens. Please go ahead with your question.
Great. Thanks. Good morning and congrats on the deal. Want to start on interest rate sensitivity of the combined company. I think based on the disclosures from the 10-Q, Renasant looks to be asset-sensitive based off the shock analysis and First Bank's more rate-neutral. I know they're just models, so any color you can provide on the rate sensitivity, especially kind of in the near term, if that does cut the next few months, more of a shorter-term impact, and then kind of a longer-term impact. I'm curious, with the two balance sheets combined, the accounting marks, I'm curious kind of what the natural rate sensitivity of the bank that you want to manage longer term. Thanks.
Matt, good morning. This is Jim. So a couple of thoughts that hopefully address that question. Your reading of the data is correct. The First is a little less asset-sensitive than we are. And I would say if you did a 100 basis point shock, if we looked at the impact of earnings from that at Renasant versus on a combined basis, for us to beat, I think the shock analysis has it roughly down 3%. Again, shock, assuming we take no actions, that would go down about a point. So it's about a 1% benefit, if you will, in terms of mitigating rate cuts. So that's definitely a plus. And then I think this addresses your sort of looking-forward question.
If we look at the model and look at the data that you're seeing in the deck, in terms of lower rates and their impact on that data, of course, there's a lot of moving pieces in that math. But when you do that and assume 2 or 3 or 4 rate cuts between now and close, it does have an impact on the numbers that you see, but it's frankly pretty small when you net all the ins and outs of that. So very slight diminution to the returns that you see, but it's not material if we have called between 50 and 100 basis points down between now and close.
Okay. Appreciate those details, Jim. And then also want to ask about on the due diligence process that you highlighted. I think in the slide deck, you mentioned a pretty big material focus of the diligence was on that office portfolio. I think it's around the non-owner-occupied CRE. I think it's around 3%. The pro forma portfolio is going to be office. Any color on that office portfolio of the combined company? And what are the sizes of some of the larger office loans and the portfolio and some of those loan grades? Thanks.
Hey, Matt. Good morning. This is David. So we did a deep dive into the portfolio as a whole, 70% of the portfolio, emphasis on commercial as well as the non-owner-occupied CRE. You point out the 84% coverage of office space. That's all non-owner-occupied office loans. 100% of those loans over $500,000. So we felt like we got really good coverage out of the portfolio. One of the things that's one of their underwriting process that The First goes through is very similar to our underwriting process. There's a stress testing of the interest rate, stress testing of the vacancy, stress testing of the rental rates in the market, very good in-depth look at the sub-market vacancy. So the underwriting matched up very well with the way we look at it, and we got very comfortable with their underwriting as well as their portfolio management.
The average loan size on a combined basis, to your point, is $700,000-$800,000 in an office loan, so very small. They pull our average loan size down. The average LTV across the combined portfolio is like 56%. That's a very good loan-to-value. And Matt, I think it's important to know our office exposure is different. Both Renasant as well as The First is different than what we see in the marketplace today. We're talking about single-story, smaller office properties in Hattiesburg, Mississippi, Valdosta, Georgia, Decatur, Alabama. Through our due diligence, their Chief Credit Officer and I had the opportunity to talk, and he had a great quote. And I'm going to attribute to him, but he said, "We don't finance an office building where I can't jump off the roof of it." And so I thought that was uplifting. Yeah. Good point.
I think that's typical of the office opportunities that The First looks at, the office opportunities that we look at there. Smaller community bank deals, you don't have the drive-to-work issues, the work-from-home. You don't have the 100,000-sq-ft floor plate that you've got to backfill if an attorney's firm leaves. So I think it's a good portfolio. There's obviously stress within that book just as part of the macroeconomic environment, but it's not anything outside from what we've seen in our historical legacy Renasant book.
Okay. Great. Well, thanks for taking my questions. I'll step back and congrats again.
Thank you, Matt.
Thanks, Matt. Our next question comes from Catherine Mealor from KBW. Please go ahead with your question.
Thanks. Good morning and congrats.
Thank you, Catherine.
What follow-up to the margin question that Matt was just asking about, do you have the duration of The First loan book and just trying to think the timing of how we should model the accretion of the loan book back into earnings through accretable yield?
Catherine, good morning. It's Jim. It's around 6 or 7 years, and that's going to match sort of the behavior of that interest rate mark. I think we've got some of the year's digits over 6 years on the way that's going to creep back in. So those would be the rough numbers.
Great. Okay. So accelerated in The First year with that. Okay. That's perfect. And then on cost savings, I actually appreciated you putting only 40% achieved in 2025. I feel like so many deals kind of overestimate that. So it feels conservative, but just kind of curious on your timing. I know you're saying it should close in The First half, so we'll hope for earlier rather than later, but maybe your thoughts on when you hope to have conversion and then just kind of maybe talk through some of your cost savings analysis.
It feels like the 40% achieved next year is conservative, which is great. But then also just curious, with a deal of this size, typically you may see great cost savings, but you may have other investments kind of behind that as you become a bigger company. Just curious if there was any of that factored into that number as well. Thanks.
Yeah. Catherine, so a couple of things. So just on the last, and then we'll be factored in. I think some of the calculus behind this conversation or what we announced is that at $17 billion, we've invested a lot in infrastructure for scale. Being over $10 billion, 6 or 7 years, we were now trying to grow into the back office and the infrastructure we had. Whether it is for technology or whether it's for regulatory rigor, we had that infrastructure. And what's exciting about this is we think this is an inflection point to lever some of that. So I'm sure there'll be some incremental investments we need to make along the way. But as we look at our technology offerings, as we look at the systems of The First, we think there is some opportunity to take existing technology and leverage it a little bit more.
Just on the cost savings and the realization, time will tell whether that's a conservative number, but we think it's a realistic number. We started from a bottom-up approach and tried to detail it out with as much precision as we could. I will say, and hopefully you'll appreciate this, this is the largest acquisition that we've done. It is extremely important that we execute this with precision and be as seamless and smooth and a conversion and integration as possible. It's the most customers, the most employees, the big branches. And so we're going to, whether it's 40% in 2025 or a little bit more, a little bit less, I just want to emphasize we're going to be very intentional about making this a smooth transaction because what's equally as important is we bring over the good employees, the good customers, that balance sheet and the revenue.
What's been great is the conversations we've had not only with Hoppy and Dee Dee and their executive team, they're committed to that as well. Their history of acquisitions, they understand that integration is as important as that conversion. By the way, we are targeted for an August 2025 conversion. What's exciting about this is kind of the momentum and the interest to ensure that we integrate this smoothly, which may be well beyond post-conversion, but feel confident about the cost savings. Also our goal is to make sure we bring over every good employee, every good customer that brings that balance sheet and brings that revenue.
Helpful, Kevin. Thank you. One more if I could. Jim, you mentioned that you're accreting capital. I think you said it was 70-80 basis points annually now with just your higher levels of profitability. Is it fair to assume maybe a higher organic growth rate as we move into 2025 and 2026, just given your higher levels of capital? How should we think about a use for that?
So I would say, Kevin, on the growth rates, I mean, for modeling purposes, as you saw in this, we sort of send a mid-single-digit number. I don't know about near term, but certainly longer term as we get through integration and beyond, the footprint is a very compelling footprint. And it's got well above national averages, as you know, in terms of growth, economic growth. So we feel like we'll be in a position to outgrow our peers, and we'll see what that turns into. But I do think, to your point, that will be a good use of the capital to capitalize that growth. So we'll see what that holds, but I think it's reasonable to assume that as we get beyond integration, that the growth trajectory of the company should look pretty good.
Great. Thank you and congrats.
Thank you, Kevin.
Our next question comes from David Bishop from Hovde Group. Please go ahead with your question.
Yeah. Good morning, and congrats on the deal. Hey, quick question. Appreciate the guidance in terms of the CRE ratio post-close. Just curious, the comfort level at that level, do you think you're going to lift to trim that relatively quickly, stay close, and any guidance in terms of where we should take that trend to?
Hey. Thanks. Good morning, David. This is David. Both The First and Renasant have been banks that have leveraged commercial real estate in our marketplace for loan growth. And that number at closing at 82 and 278 is probably not too far off from where we would continue to see our loan growth opportunities. Now, that's subject to macro marketplace, how does CRE perform from a macro level. But from our willingness to loan into CRE, it's both a core competency of The First as well as Renasant. We understand it. We underwrite it well. We manage it well. So I don't think we'd see a material decrease in those dollars or probably a material increase, but we'll continue to probably operate within that range.
Got it. And then on a pro forma basis, the cash to assets, I think goes to, I think you showed 11%. Just curious where you see that trending ideally on a longer-term basis.
Sure, David. This is Jim. I think our model shows a little higher than that in terms of at closing where our cash, excuse me, actually, cash to assets, that's correct. Securities to assets will be about 14% or 15%. We went about 10 or 11 a day, and we'll probably end up somewhere between that. So that's some added liquidity that we can hopefully put to work in the loan book.
Got it. And then just final question following up on Mike's earlier question. In terms of the low-to-moderate LMI census tracts, just curious, do you think you can satisfy the one you've laid out in terms of census tracts that you both already service, or does that require expansion into some new markets down there? Thanks.
Yeah, Dave, Mitch. I do. I think our past is a good reflection of what we can do going forward. And the confidence in that, I referred earlier to The First work as a CDFI bank and both people, product, and what they've demonstrated in the past, and the same for Renasant. As you know, all of these markets, all the needs of the markets, they change over time. And I think, again, what we're indicating here is our intentionality to continue to understand those needs and meet whatever those needs are. So yes, we are very confident in our ability to deliver in that space.
Great. Appreciate the color.
Thank you.
Once again, if you would like to ask a question, please press star and one. To withdraw your questions, you may press star and two. Our next question comes from John Rodis from Janney Montgomery Scott. Please go ahead with your question.
Good morning, guys, and congratulations.
John.
Jim, maybe a question for you just back to the securities portfolio, the restructuring. Would you expect to do that all within The First quarter, or do you think that would take a couple of quarters to sort of reinvest in the securities portfolio?
Good morning, John. We'll evaluate that as we go along. I mean, the model assumes that we do it simultaneously closed. Obviously, that was made just for ease of modeling. As we get closer, we'll sort of examine the merits of timing and how much and when. Yeah, for model purposes, we assume we did it right at the day of close. To your point, practically, that's probably not going to happen that way. If we chose to do all of it at once, you could affect that pretty quickly within a couple of weeks. We'll play that by ear.
Okay. And then just for the combined institution, what would be a good tax rate to use?
I would say we haven't dug into the tax rate for both companies' portfolio. I mean, as you know, we were on 21%-22%. I don't know that it would be meaningfully different for the combined companies. So that's probably a good placeholder at this point.
Okay. Thanks, guys.
Thank you, John.
Ladies and gentlemen, with that and showing no additional questions, I'd like to turn the floor back over to Mitch Waycaster for any closing comments.
Well, thank you, Jamie, and thank each of you for joining this morning's call. Thank you for your interest in Renasant.
Ladies and gentlemen, with that, we'll be concluding today's conference call and presentation. We thank you for joining. You may now disconnect your lines.