Renasant Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2016 • Renasant Corp • State commercial banks • New York
RENASANT CORPORATION, a Mississippi corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), (i) $60,000,000 principal amount of its 5.0% Fixed-to-Floating Rate Subordinated Notes due 2026 (the “2026 Notes”) and (ii) $40,000,000 principal amount of its 5.5% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture, dated August 22, 2016, and a first supplemental indenture and second supplemental indenture, each to be dated as of August 22, 2016 (collectively, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).
