TUPELO, Miss., July 27, 2017 /PRNewswire/ -- On
July 26, 2017, BancorpSouth, Inc.
(NYSE: BXS), as part of a plan to effect a corporate entity
restructuring, entered into an Agreement and Plan of Reorganization
(the "Plan of Reorganization") whereby BancorpSouth, Inc. (the
"Company") will be merged with and into its wholly-owned bank
subsidiary, BancorpSouth Bank (the "Bank"), with the Bank
continuing as the surviving entity following the
reorganization.
"Our board of directors and management team believe that this
change in our corporate structure is in the best interests of our
Company and our shareholders and a holding company structure is no
longer needed to support our business activities," commented
Dan Rollins, Chairman and Chief
Executive Officer of the Company and the Bank. "This decision is
reflective of our continuing commitment to improve the efficiency
of our operations. We expect that the reorganization will
eliminate redundant corporate infrastructure and activities and
will help alleviate the burden of duplicative regulatory
oversight. Most importantly, though, the reorganization is
simply a corporate restructuring, and our customers and teammates
will not be impacted."
Upon completion of the restructuring, the outstanding shares of
the Bank's common stock will be cancelled and cease to exist, and
the outstanding shares of the Company's common stock will be
automatically converted into an equivalent number of shares of the
Bank's common stock. As a result, the shares of the Bank's
common stock are expected to be owned directly by the Company's
shareholders in the same proportion as their ownership of the
Company's common stock immediately prior to the reorganization.
Following the restructuring, it is expected that the Bank will
be a publicly traded company listed on the New York Stock Exchange
under the same ticker symbol currently used by the Company,
"BXS." It is also expected that the Bank's common stock will
be registered under the Securities Exchange Act of 1934, which
vests the Federal Deposit Insurance Corporation (FDIC) with the
power to administer and enforce certain sections of the Exchange
Act applicable to banks. Following the reorganization, the
Bank will file periodic and current reports and other materials
required by the Exchange Act with the FDIC, and the Company will no
longer file these reports and materials with the Securities and
Exchange Commission.
As a Mississippi
state-chartered bank that is not a member of the Federal Reserve
System, the Bank will continue to be regulated and supervised by
the FDIC and the Mississippi Department of Banking and Consumer
Finance ("MDBCF"). The Company is currently subject to
regulation and supervision by the Federal Reserve Board as a bank
holding company; however, the Bank will not be subject to this
regulation and supervision.
The Bank will have the same board of directors following the
reorganization as the Company had immediately prior to the closing
of the reorganization, and the executive officers of the Company
will hold the same positions and titles with the Bank following the
reorganization.
The Plan of Reorganization has been approved by the boards of
directors of the Company and the Bank. The Company will
convene and hold a special meeting of its shareholders to seek
approval of the reorganization.
In addition to Company shareholder approval, the restructuring
will be subject to various closing conditions, including, among
others, the receipt of all required regulatory approvals, including
the approval of the FDIC.
The Company expects that the restructuring will be completed
shortly after all conditions to closing have been satisfied,
although the Company can provide no assurance that the
reorganization will close in a timely manner or at all.
About BancorpSouth, Inc. and BancorpSouth Bank
BancorpSouth, Inc. is a financial holding company headquartered
in Tupelo, Mississippi, with
$14.8 billion in assets.
BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc.,
operates 234 full service branch locations as well additional
mortgage, insurance, and loan production offices in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in
Illinois. BancorpSouth is committed to a culture of respect,
diversity, and inclusion in both its workplace and communities. To
learn more, visit our Community Commitment page at
www.bancorpsouth.com. "Like" us on Facebook; follow us on
Twitter@MyBXS; or connect with us through LinkedIn.
Additional Information
This news release is being disseminated in respect of the
reorganization described in this news release. In connection
with this reorganization, the Company will file with the SEC and
mail to its shareholders a proxy statement/offering circular.
BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE
REORGANIZATION, THE COMPANY'S SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT/OFFERING CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE REORGANIZATION.
The proxy statement/offering circular, as well as other
filings containing information about the Company and the Bank, will
be available without charge at the SEC's internet website
(http://www.sec.gov). Copies of the proxy statement/offering
circular can also be obtained, when available, without charge, from
the Company's investor relations website at
www.bancorpsouth.investorroom.com.
The Company and certain of its directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies from the Company's
shareholders in respect of the reorganization. Certain information
about the Company's directors and executive officers is set forth
in its Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC
on February 27, 2017, and in its
Definitive Proxy Statement on Schedule 14A for its 2017 annual
meeting of shareholders, which was filed with the SEC on
March 22, 2017. Other
information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by
security holdings or otherwise, will be included in the proxy
statement/offering circular and other relevant documents filed with
the SEC when they become available.
Forward-Looking Statements
Certain statements contained in this news release may not be
based upon historical facts and are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act. These forward-looking
statements may be identified by their reference to a future period
or periods or by the use of forward-looking terminology such as
"anticipate," "believe," "could," "continue," "anticipate," "seek,"
"intend," "estimate," "expect," "foresee," "hope," "intend," "may,"
"might," "plan," "should," "predict," "project," "goal," "outlook,"
"potential," "will," "will result," "will likely result," or
"would" or future or conditional verb tenses and variations or
negatives of such terms. These forward-looking statements include,
without limitation, those relating to the terms of the proposed
transaction between the Company and the Bank and the proposed
impact of this proposed reorganization on the combined company, and
the ability of the Company and the Bank to close the reorganization
in a timely manner or at all.
The Company cautions readers not to place undue reliance on the
forward-looking statements contained in this news release, in that
actual results could differ materially from those indicated in such
forward-looking statements as a result of a variety of factors,
many of which are beyond the control of the Company and the Bank.
These factors may include, but are not limited to, the ability of
the Company and the Bank to consummate the reorganization, the
ability of the Company and the Bank to satisfy the conditions to
the completion of the reorganization, including the receipt of
Company shareholder approval and the receipt of regulatory
approvals required for the reorganization on the terms expected in
the Plan of Reorganization, the ability of the Company and the Bank
to meet expectations regarding the timing, completion and
accounting and tax treatments of the reorganization, the
possibility that any of the anticipated benefits of the
reorganization will not be realized or will not be realized as
expected, the failure of the reorganization to close for any other
reason, the effect of the announcement of the reorganization on the
Company's operating results, the possibility that the
reorganization may be more expensive to complete than anticipated,
including as a result of unexpected factors or events, the
inability to retrieve the Bank's filings mandated by the Exchange
Act from the SEC's publicly-available website after the closing of
the reorganization, the impact of all other factors generally
understood to affect the assets, business, cash flows, financial
condition, liquidity, prospects and/or results of operations of
financial services companies and the impact of other factors
detailed from time to time in the Company's press and news
releases, reports and other filings with the SEC.
Forward-looking statements speak only as of the date that they were
made, and, except as required by law, the Company does not
undertake any obligation to update or revise forward-looking
statements to reflect events or circumstances that occur after the
date of this news release.
View original
content:http://www.prnewswire.com/news-releases/bancorpsouth-inc-announces-corporate-entity-restructuring-300495242.html
SOURCE BancorpSouth, Inc.