Heritage Financial Group acquired by Mississippi company

ALBANY _ Renasant Corporation and Heritage Financial Group, Inc. jointly announced late Wednesday the signing of a definitive merger agreement in which Renasant will acquire, in an all-stock merger, Heritage Financial Group, Inc., a bank holding company headquartered here and the parent of HeritageBank of the South.

Upon completion of the transaction, the combined company will have approximately $7.5 billion in total assets, $5.2 billion in gross loans and $6.1 billion in deposits with 171 banking, mortgage, insurance, wealth management and investment offices in Georgia, Mississippi, Alabama, Tennessee and Florida. The transaction will add to Renasant approximately $1.9 billion in assets, $1.2 billion in loans and $1.3 billion in deposits, and 48 banking, mortgage and investment offices in Alabama, Georgia and Florida as of September 30, 2014, including Heritage’s pending previously announced branch acquisition from The PrivateBank and Trust Company of a branch in Norcross.

The merger will solidify Renasant as one of the largest community banks operating in the Southeast with significant other business lines including insurance, mortgage and wealth management.

The transaction also enhances the Company’s presence in the metro markets of Birmingham, AL and Atlanta, GA with minimal existing overlap while also providing entry into new markets, such as Albany, Statesboro Savannah, Auburn, Ala., Ocala, Fla., and Gainesville, Fla.

O. Leonard Dorminey, president and chief executive officer of Heritage, said, “We are excited to partner with Renasant to provide enhanced value to our stockholders, clients, employees, and communities. This merger will provide greater resources and operational scale that will allow us to grow as part of a larger community bank. Renasant’s strong fundamentals and superior service are consistent with our own culture. Their proven track record of profitable growth, ability to successfully execute acquisitions, and similar community bank culture makes Renasant an excellent choice for Heritage. We are confident that this merger will be positive for all of our constituents: our stockholders, clients, employees and communities.”

Dorminey will join the company as executive vice president of Renasant Corporation and will serve as the president of Renasant Bank’s Georgia region. He has been with HeritageBank since 2001 and has served as president and CEO of Heritage since 2003. Dorminey began his career in banking as a lender more than 32 years ago.

According to the terms of the merger agreement, which has been approved by the Boards of Directors of both companies, Heritage stockholders will receive 0.9266 shares of Renasant common stock for each share of Heritage common stock, and the merger is expected to qualify as a tax-free reorganization for Heritage stockholders. Based on Renasant’s 20-day average closing price of $29.14 per share as of Tuesday, the aggregate deal value is approximately $258 million or $27 per share.

“This merger between Renasant and Heritage adds branch and mortgage locations to our legacy markets of Birmingham and Atlanta while providing for our entry into several attractive new markets in Alabama, Georgia and Florida,” said Renasant Chairman and Chief Executive Officer, E. Robinson McGraw. “This merger will expand our market share, earnings growth and profitability and is expected to greatly benefit our current and future clients with expanded locations, services and products. Heritage is a community bank with a proven track record of success in serving their clients and communities, and we look forward to completing this acquisition.”

The acquisition is expected to close during the third quarter of 2015 and is subject to Renasant and Heritage stockholder approval, regulatory approval and other conditions set forth in the merger agreement.