Filed Pursuant to Rule 425
Filing Person: Renasant Corporation
Subject Company: Capital Bancorp, Inc.
Commission File No. 000-51114
On February 5, 2007, management of Renasant Corporation made a presentation to the employees of Capital Bancorp, Inc. regarding the proposed merger of Capital Bancorp, Inc. with and into Renasant Corporation. The presentation was accompanied by a series of electronic slides that included information pertaining to Renasant Corporation. A copy of the slides follows below.
February 5, 2007 |
Forward Looking Statements This presentation contains forward looking statements with respect to
financial condition, results of operations and business of
Renasant Corporation (Renasant) and Capital Bancorp, Inc. (Capital). These forward looking statements include, but are not limited to, statements
about (i) the expected benefits of the transaction between
Renasant and Capital and between Renasant Bank and Capital Bank,
including future financial and operating results, cost savings, enhanced revenues and expected market position of the combined company that may be realized from the
transaction and (ii) Renasant and Capitals plans,
objectives, expectations and intentions and other statements contained in this presentation that are not historical facts. Other statements identified
by words such as expects, anticipates, intends, plans, believes, seeks, estimates, targets, projects or words of similar meaning generally are intended to identify forward looking
statements. These statements are based upon the current
beliefs and expectations of Renasants and Capitals
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 materially from those indicated or implied in the forward looking statements. Neither Renasant nor Capital assume any obligation to update forward looking statements.
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Financial information of Renasant Corporation and Capital Bancorp presented
herein as of and for the year ended December 31, 2006 is
unaudited. Audited financial information for both companies will be available in their respective Annual Reports on Form 10-K for the year ended December 31, 2006, which will be filed with the Securities and Exchange Commission at a later date. In connection with the proposed
merger, Renasant and Capital intend to file relevant materials
with the Securities and Exchange Commission, including a registration statement on Form S-4 that will contain a proxy statement/prospectus. This proxy statement/prospectus will be mailed to the shareholders of
Capital. INVESTORS AND SECURITY HOLDERS OF CAPITAL ARE URGED TO READ THESE MATERIALS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT RENASANT, CAPITAL AND THE PROPOSED MERGER. The
proxy statement/prospectus and other relevant materials (when they
become available), and any other documents filed by Renasant or Capital with the SEC, may be obtained free of charge at the SECs website at www.sec.gov. In addition, investors may obtain free copies of the documents filed with
the SEC by Renasant by directing a written request to Renasant
Corporation, 209 Troy Street, Tupelo, Mississippi 38802 Attention:
Investor Relations, and free copies of the documents filed with the SEC by Capital by directing a written request to Capital Bancorp, Inc., 1816 Hayes Street, Nashville, Tennessee
37203. Renasant, Capital and their respective directors and
executive officers and other persons may be deemed to be
participants in the solicitation of proxies from the shareholders of Capital in connection with the proposed transaction. Information about the directors and executive officers of Renasant is set forth in the proxy statement for Renasant Corporations 2006 annual meeting of shareholders, as filed with the SEC on March 9, 2006. Information about the directors
and executive officers of Capital is set forth in the proxy
statement for Capital Bancorp, Inc.s 2006 annual meeting of shareholders, as filed with the SEC on April 13, 2006. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available. Additional Information About the Transaction |
Founded in 1904 as The Peoples Bank & Trust Company by Tupelo and Lee County, Mississippi Businessmen The Peoples Holding Company, the parent of The Peoples Bank & Trust Company and The Peoples Insurance Agency, was formed in 1982 Changed name to Renasant Corporation, Renasant Bank and Renasant Insurance in 2005 Renasant Corporation History: Who We Are
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Increased Annual Cash Dividend for 19 Consecutive Years Renasant operates 63 banking, mortgage and insurance offices in 38 cities within Mississippi, Tennessee and Alabama As of December 2006, Renasant has approximately $2.6 billion in assets and 850 employees within our tri-state footprint Renasant Corporation History: Who We Are
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Renasant Core Values: What We Believe Our Vision
.. To be the financial services advisor and provider of choice in each community we serve. Our Mission
To provide quality financial services and advice by: Understanding, then meeting the needs of our clients Providing optimum return to our shareholders Creating security and opportunity for our employees Being good citizens in our communities |
Renasant Markets Prior to 2001 |
Renasant Key Markets Prior to 2001 Key Markets Available Deposits Market Growth Market Share Tupelo $1.3 Billion 8% 24% DeSoto County 1.0 Billion 8% 8% Total $2.3 Billion |
January 2001 to December 2003 |
Renasant Corporation: Initiatives Capital Management Tender Offer Shareholder Repurchase Cash Dividend Increase Improve Profitability ROA .93% in 2000 compared to 1.33% in 2003 ROE 9.49% in 2000 compared to 13.41% in 2003 Noninterest Income Improve Asset Quality Image Change Market Change: More than a Bank Appeal to more Affluent Clientele Blue Collar Bank to Small Business / High Net Worth Increase Services Per Client and Client Wallet Share Enhanced Technology |
January 2004 to Present |
Renasant Growth: Expansion Mergers 2004 Renasant Bancshares Assets: $226 Million Deposits: $185 Million Loans: $172 Million Offices: Germantown, Cordova, TN 2005 Heritage Financial Holding Corporation Assets: $540 Million Deposits: $381 Million Loans: $391 Million Offices: Birmingham (3), Huntsville (2), Decatur (3), Alabama De Novo 2005 Nashville, TN - Limited Service Bank 2005 Oxford, MS Full Service Bank 2005 East Memphis Full Service Bank 2006 Collierville Full Service Bank |
Renasant Bank Offices Current Market Target Market Corporate Headquarters Renasant Insurance Offices TENNESSEE MISSISSIPPI ALABAMA FLORIDA Jackson Madison Tuscaloosa Oxford Brentwood Murfreesboro Nashville Huntsville Birmingham Decatur Corinth Tupelo Memphis Cordova Germantown Hernando Horn Lake Southaven Louisville Columbus Starkville Mobile Pensacola Panama City Grenada Current Growth Markets Key Growth Markets- Current Gulf Shores Franklin Destin Approximately 70% of loans and 60% of deposits are held in the yellow key market areas. Chattanooga Knoxville |
Pro Forma Franchise CPBB Branch RNST Branch Balance Sheet Source: SNL Financial and Company filings. Financial data as of 12/31/2006. Does not include purchase accounting adjustments. Renasant Capital Corporation Bancorp Combined Offices: 63 7 70 Assets: $2,611,356 $564,442 $3,175,798 Gross Loans: 1,865,434 465,682 2,331,116 Deposits: 2,108,965 464,952 2,573,917 |
Renasant Attractive Markets Current Key Markets Available Deposits Deposit Growth Deposit Share Tupelo 1.3 Billion 8% 24% DeSoto County 1.2 Billion 8% 5% Birmingham 14.7 Billion 8% 1% Decatur 1.1 Billion 3% 13% Huntsville/Madison 5.5 Billion 8% 3% Germantown 1.3 Billion 10% 15% Oxford .5 Billion 12% 0% Collierville .5 Billion 10% 0% Memphis/Cordova 21 Billion 10% 0% Nashville/Brentwood 13.5 Billion 11% 0% Total 60.6 Billion |
Renasant Growth: Markets Alabama Birmingham - Top 10 Southeastern Technology centers Over 400 technology companies Eighth best place in nation for entrepreneurs Huntsville - Inc. Magazine highest concentration of companies listed on its 500 fastest growing private companies #1 Mid-market in the south for 2005 - Southern Business & Development Magazine B.R.A.C. 5,000 Military / 10,000 Civilian Families to relocate here Decatur - Home to 20 fortune 500 Companies Morgan County ranked #1 in total announced capital investment in Alabama |
Tennessee Memphis - Largest cargo airport in the world Third largest rail center Fourth largest inland port Nashville - Ranked first in Expansion Managements 2005 listing of Top 50 Hot expansion locations in the country Average household income in the Williamson County Brentwood area is currently $98,000 and is projected to reach $110,000 by 2009 In this same period home ownership is expected to total approximately 56,000, up 23 % from the current 45,000 home owners Renasant Growth: Markets |
Renasant Growth: Markets Mississippi DeSoto County - 36 th fastest growing County in the U.S. Oxford - 14 th in the nation in economic strength of micropolitian area Tupelo - 18 th in the nation in economic strength of micropolitian area Ranked 2 nd in the Nation as most active micropolitan area for new and expanding industries. |
Renasant Growth: Strategies Loans Key Hires of Commercial Relationship Officers HELOC referrals from Mortgage Lending Division Core Deposits High Performance Business and Consumer Checking Renasant Relationship Account Cash Management Services Wealth Management Private Client Financial Services Center- One Stop Shop staffed with CPA, CFP, Trust Relationship Officer, and Lender Mortgage Lending Expanding wholesale in Memphis and Nashville Expanding retail in Memphis, Birmingham and Nashville Insurance Strategic Alliances Bank Integration |
Renasant Focus: New Products & Services Mortgage Lending Reverse Mortgage Professional Mortgage Program 7 Year HELOC Convenience Banking Free Internet Banking with Bill Pay E-Statements Renasant Advantage |
Renasant Focus: New Products & Services Deposits Renasant Relationship Account Liquid CD Health Savings Account Treasury Management Remote Capture Retail Lockbox Positive Pay Enhanced Business Internet Banking Outbound Data Exchange Multi-bank Reporting |
2001 to 2006 |
2,611,356 2,397,702 1,415,214 1,344,512 1,254,727 1,707,545 1,211,940 1,200,000 1,460,000 1,720,000 1,980,000 2,240,000 2,500,000 Dec '00 Dec '01 Dec '02 Dec '03 Dec '04 Dec '05 Dec '06 Assets Renasant Assets |
Selected Compounded Annual Growth Rates (CAGR) Selected Compounded Annual Growth Rates (CAGR) 0% 5% 10% 15% 20% Assets Loans Deposits Net Income EPS 6 Year CAGR |
32,287 40,216 45,943 27,973 31,893 24,389 18,529 1.55 1.96 2.31 2.13 2.06 1.70 1.83 10,000 20,000 30,000 40,000 50,000 Dec '00 Dec '01 Dec '02 Dec '03 Dec '04 Dec '05 Dec '06 1.00 2.00 3.00 4.00 Non-int Inc Non-int Inc/Avg Assets Renasant Non-interest Income As a Percent of Total Revenues: 29% in 2000 35% in 2006 |
Renasant Fee Income Composition Service Charges = 42% vs. 48% Fees & Commissions = 30% vs. 20% Insurance = 8% vs. 13% Trust = 6% vs. 4% Gains on Mortgage Loans = 7% vs. 3% Other = 7% vs. 12% December 31, 2006 vs. December 31, 2000 |
0.62 0.20 0.38 0.85 0.42 0.78 0.76 0.07 0.32 0.42 0.49 0.20 0.00 0.25 0.50 0.75 1.00 Dec '00 Dec '01 Dec '02 Dec '03 Dec '04 Dec '05 'Dec 06 Nonperforming Loan Ratio Net Charge-off Ratio Renasant Asset Quality 0.88 0.72 |
Renasant listing, RNST, on the NASDAQ (May 2,
2005) Member of the NASDAQ Global Select Market (July 1,
2006) Renasant Value: Stock |
Doubled
in Assets, Loans, Deposits and Net Income Net charge-offs down from 72 bps
in 2000 to < 20 bps in 2006 Non-performing loans down from 88 bps in 2000 to 62 bps in 2006 Increased Key Market Demographics Renasant Performance: 2001 2006 |
$0.63 $0.58 $0.50 $0.46 $0.43 $0.55 $0.39 0.00 0.25 0.50 0.75 1.00 2000 2001 2002 2003 2004 2005 2006 Dividends Per Share Renasant Dividends Per Share 19 Consecutive Years of Dividend Increases 6 Year CAGR = 8.32% |
Name Title Experience E. Robinson McGraw Chairman and CEO Renasant Bank & Renasant Corporation 36 years Frank J. Cianciola President- Renasant Tennessee 29 years Stephen M. Corban Senior Executive Vice President- 25 years General Counsel James W. Gray Senior Executive Vice President-CIO 27 years Stuart R. Johnson Senior Executive Vice President-CFO 28 years Harold H. Livingston Senior Executive Vice President- Chief Credit Officer 33 years Larry R. Mathews President-Renasant Alabama 29 years Claude H. Springfield, III Senior Executive Vice President- Chief Credit Policy Officer 36 years C. Mitchell Waycaster President- Renasant Mississippi 26 years Average Years of Experience 30 years Renasants Capable Management Team |
Renasant Growth: Strategies Expansion Plans Birmingham, AL Huntsville, AL Oxford, MS Nashville, TN East Tennessee Florida Atlanta, GA |
AND Renasant: Why CBT and RNST Together? Shared Core Values and Culture Big Bank Solutions / Small Bank Care Larger Lending Limits Expanded Product Selection Client Focused Banking Trust / Insurance / Treasury Management Leverage Lower Cost Deposits |
Proforma Additional Capital Expansion and Growth Opportunities Autonomy Expectations Outstanding Management and Lending Team Dividends and Stock Liquidity Renasant: Why CBT and RNST Together? AND |
Name Title Rick Hart President of Renasant Bank of Tennessee and Member of Executive Management Team John Gregory Executive Vice President and Member of Executive Management Team Executive Management Team Additions |
Proforma Nashville Market Renasant
Branch Capital Branches |
Proforma Renasant Markets Current Key Markets Available Deposits Deposit Growth Deposit Share Tupelo 1.3 Billion 8% 24% DeSoto County 1.2 Billion 8% 5% Birmingham 14.7 Billion 8% 1% Decatur 1.1 Billion 3% 13% Huntsville/Madison 5.5 Billion 8% 3% Germantown 1.3 Billion 10% 15% Oxford .5 Billion 12% 0% Collierville .5 Billion 10% 0% Memphis/Cordova 21 Billion 10% 0% Nashville MSA 28.6 Billion 11% 1% Total 75.7 Billion |
43.30% 21.18% 35.52% MS TN AL 54.38% 19.10% 26.51% MS TN AL Distribution of Renasant Loans December 31, 2006 Proforma Approximately 70% of loans are held in key market areas. Approximately 78% of loans are held in key market areas. |
52.28% 18.18% 29.54% MS TN AL 63.83% 14.13% 22.04% MS TN AL Distribution of Renasant Deposits December 31, 2006 Proforma Approximately 60% of deposits are held in key market areas. Approximately 68% of deposits are held in key market areas. |
Renasant Corporation NASDAQ: RNST www.renasantbank.com www.renasant.com |