DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 27, 2017 (July 26, 2017)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi	1-12991	64-0659571
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Mississippi Plaza 201 South Spring Street Tupelo, Mississippi	38804
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (662) 680-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On July 26, 2017, BancorpSouth, Inc., a Mississippi corporation (the “Company”), as part of a plan to effect a corporate entity restructuring, entered into an Agreement and Plan of Reorganization (the “Plan of Reorganization”) with its wholly-owned bank subsidiary, BancorpSouth Bank, a Mississippi state-chartered bank and wholly owned subsidiary of the Company (the “Bank”). In accordance with the terms of the Plan of Reorganization, the Company will be merged with and into the Bank (the “Restructuring”) with the Bank continuing as the surviving entity (the “Surviving Entity”).

At the effective time of the Restructuring, the outstanding share of the Bank’s common stock, par value $2.50 per share, will be cancelled and cease to exist, and the outstanding shares of the Company’s common stock, par value $2.50 per share, will automatically be converted into the right to receive an equivalent number of shares of the Surviving Entity’s common stock. As a result, the shares of capital stock of the Surviving Entity will be owned directly by the Company’s shareholders in the same proportion as their ownership of the Company’s capital stock immediately prior to the Restructuring. The Surviving Entity will assume the Company’s equity incentive plans, equity compensation plans, and other compensation plans, along with all options, unvested time-based and performance-based restricted stock, and any other equity or equity-based awards under such plans. Each equity award will be subject to the same terms and conditions that applied to the award immediately prior to the effective time of the Restructuring, including vesting schedules and other restrictions.

As a Mississippi state-chartered bank that is not a member of the Federal Reserve System, after the Restructuring, the Surviving Entity will continue to be subject to regulation and supervision by the Federal Deposit Insurance Corporation (the “FDIC”) and the Mississippi Department of Banking and Consumer Finance. The Company is currently subject to regulation and supervision by the Federal Reserve Board (the “FRB”) as a bank holding company; however, following the Restructuring, the Surviving Entity will not be subject to the FRB’s regulation and supervision (except for any such regulations as are made applicable to the Surviving Entity by law and regulations of the FDIC).

Following the Restructuring, it is expected that the Surviving Entity will be a publicly traded company listed on the New York Stock Exchange (the “NYSE”) under the same ticker symbol currently used by the Company, “BXS.” The Surviving Entity’s common stock will be registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which vests the FDIC with the power to administer and enforce certain sections of the Exchange Act applicable to banks such as the Surviving Entity. Following the Restructuring, the Surviving Entity will no longer file periodic or current reports or other materials with the Securities and Exchange Commission (“SEC”) but will be required to file such periodic and current reports and other materials required under the Exchange Act with the FDIC. Among other things, the Surviving Entity will file annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K with the FDIC and the NYSE, and the directors and certain officers and shareholders of the Surviving Entity will be subject to the reporting requirements and prohibition on short-swing profits of Section 16 of the Exchange Act.

Pursuant to Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), securities issued by the Surviving Entity, including the shares of common stock to be issued in connection with the Restructuring, are exempt from registration under the Securities Act.

The Surviving Entity will have the same board of directors following the Restructuring as the Company had immediately prior thereto, and the standing committees of the board of directors of the Surviving Entity and their composition will be the same as the Company immediately prior to the Restructuring. Executive officers of the Company immediately prior to the Restructuring will hold the same positions and titles with the Surviving Entity following the Restructuring.

It is intended that the Restructuring will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Accordingly, it is expected that the shareholders of the Company will not recognize gain or loss as a result of the Restructuring.

The Plan of Reorganization has been approved by the boards of directors of each of the Company and the Bank. In connection with the Restructuring, the Company will convene and hold a special meeting of its shareholders to consider and vote upon the Restructuring. The Restructuring is subject to various closing conditions including, among others, (i) approval by the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote on the Restructuring, (ii) receipt of all required regulatory approvals, including the approval of the FDIC, and (iii) approval for listing on the NYSE of the Bank’s common stock. In connection with the consummation of the Restructuring, the Company and the Bank will comply with any obligations to make filings with the SEC, the FDIC and the NYSE under the Exchange Act and applicable rules.

The foregoing summary of the Restructuring and the terms and conditions of the Plan of Reorganization does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan of Reorganization. As such, the Plan of Reorganization, which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”), is incorporated herein by reference.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

Reference is made to the information set forth in response to Item 1.01, which information is incorporated herein by reference.

If the Restructuring is approved and effected, the bank holding company structure will be eliminated, and the Surviving Entity will become the parent company for the general commercial banking, trust and insurance business currently conducted by the Bank and its subsidiaries. The Company believes that the proposed Restructuring will further improve the Surviving Entity’s efficiency by eliminating redundant corporate infrastructure and activities and will help alleviate the burden of duplicative regulatory oversight.

Additional Information

This Report is being made in respect of the Restructuring described in this Report. In connection with the Restructuring, 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 RESTRUCTURING, INVESTORS 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 RESTRUCTURING. 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 (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 Restructuring. 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 Report 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 Restructuring involving the Company and the Bank and the proposed impact of the Restructuring on the Surviving Entity, and the ability of the Company and the Bank to close the Restructuring in a timely manner or at all. The Company cautions readers not to place undue reliance on the forward-looking statements contained in this Report, 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 Restructuring, the ability of the Company and the Bank to satisfy the conditions to the completion of the Restructuring, including the receipt of Company shareholder approval and the receipt of regulatory approvals required for the Restructuring 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 Restructuring, the possibility that any of the anticipated benefits of the Restructuring will not be realized or will not be realized as expected, the failure of the Restructuring to close for any other reason, the effect of the announcement of the Restructuring on the Company’s operating results, the possibility that the Restructuring 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 Restructuring, 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 other factors described under the caption

“Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Forward-looking statements speak only as of the date of this Report, 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 Report.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit   2.1	Agreement and Plan of Reorganization, dated July 26, 2017, by and between BancorpSouth, Inc. and BancorpSouth Bank
Exhibit 99.1	News release issued on July 27, 2017 by BancorpSouth, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BANCORPSOUTH, INC.
By:	/s/ Cathy Freeman
Cathy S. Freeman
Senior Executive Vice President and Chief Administrative Officer

Date: July 27, 2017

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Reorganization, dated July 26, 2017, by and between BancorpSouth, Inc. and BancorpSouth Bank
99.1	News release issued on July 27, 2017 by BancorpSouth, Inc.

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF REORGANIZAITON

BY AND BETWEEN

BANCORPSOUTH, INC.

AND

BANCORPSOUTH BANK

DATED AS OF JULY 26, 2017

AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is dated as of July 26, 2017, by and between BancorpSouth, Inc. (the “Company”), a Mississippi corporation, and BancorpSouth Bank (the “Bank”), a Mississippi-chartered bank and wholly-owned subsidiary of the Company.

WHEREAS, each of the Boards of Directors of the Company and the Bank has determined that it is desirable and in the best interests of their respective institutions and shareholders for the Company to be merged with and into the Bank (the “Merger”) on and subject to the terms and conditions set forth in this Agreement; and

WHEREAS, it is intended that the Merger for federal income tax purposes shall qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

THE MERGER

1.1    Merger. At the Effective Time (as defined herein), the Company shall be merged with and into the Bank. The Bank shall be the surviving entity resulting from the Merger (which, as the surviving entity, is hereinafter referred to as the “Surviving Entity” whenever reference is made to it at or after the Effective Time), and shall continue to be a Mississippi-state chartered bank. As a result of the Merger, the separate existence of the Company shall cease and all of the rights, privileges, powers, franchises, properties, assets, liabilities and obligations of the Company shall be vested in and assumed by the Surviving Entity. The Merger shall have all other effects set forth in the applicable provisions of the Mississippi Business Corporation Act (the “MBCA”) and the Mississippi Code of 1972 (the “Code”).

1.2    Effective Time. The Merger shall be effected by the filing of a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Mississippi, in accordance with the MBCA, and with the Mississippi Department of Banking and Consumer Finance (the “Department”), in accordance with the Code). The “Effective Time” means the date and time at which the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Mississippi and the Department, or as otherwise stated in the Certificate of Merger, in accordance with the MBCA and the Code.

1.3    Time and Place of Closing. Unless otherwise mutually agreed in writing by the parties hereto, the closing for the Merger (the “Closing”) shall take place at the offices of the Bank, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804, at 5:00 p.m., Central time, on a date to be mutually agreed upon by the parties hereto, which shall be no later than the sixth (6^th) business day following the satisfaction or waiver in accordance with this Agreement of all conditions set forth in ARTICLE V. The date on which the Closing actually occurs is referred to herein as the “Closing Date.”

1.4    Organizational Documents of Surviving Entity. At the Effective Time and until thereafter amended as provided therein and in accordance with applicable law, the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Bank as in effect immediately prior to the Effective Time shall be the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Surviving Entity.

1.5    Directors and Officers. At the Effective Time and until thereafter changed in accordance with the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Surviving Entity, the directors of the Surviving Entity shall be the directors of the Bank immediately prior to the Effective Time, and the officers of the Surviving Entity shall be the officers of the Bank serving in such positions immediately prior to the Effective Time.

ARTICLE II

CONVERSION OF SHARES

2.1    Conversion of Shares.

(a)    At the Effective Time, and without any action on the part of the Company, the Bank, the Surviving Entity or the holders of any of the shares of common stock of the Company, par value $2.50 per share (“Company Stock”), each share of Company Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one validly issued, fully paid, and nonassessable share of common stock of the Bank, par value $2.50 per share (“Surviving Entity Stock”). Any fraction of a share of Company Stock shall be converted into the right to receive the same fraction of a share of Surviving Entity Stock.

(b)    Each share of Bank Stock issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and cease to exist, and no consideration shall be delivered in exchange therefor.

(c)    From and after the Effective Time, the holders of certificates which represent shares of Company Stock prior to the Effective Time shall be entitled to receive new certificates evidencing an equivalent number of shares of Surviving Entity Stock or an equivalent number of shares of Surviving Entity Stock in book-entry form by complying with such reasonable and customary procedures as may be established by the Surviving Entity and/or its transfer agent to effectuate the intent and purposes of this Section 2.1(c).

2.2    Other Rights to Company Stock. Upon and by reason of the merger becoming effective:

(a)    All Equity Awards (as defined below) to acquire Company Stock that have been granted by the Company pursuant any of the Company Equity Incentive Plans (as defined below) shall be deemed to be awards granted by the Surviving Entity with the same terms and conditions and for the same number of shares of Surviving Entity Stock. The Surviving Entity shall issue new awards for shares of Surviving Entity Stock that replace the Equity Awards pursuant to the Surviving Entity Equity Incentive Plans (described in Section 2.2(b) below) with appropriate adjustments to reflect the Merger with respect to (i) the class and number of shares of Surviving Entity Stock subject to replacement awards and (ii) the class and

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number of shares and the price per share of the Surviving Entity Stock subject to options outstanding under the Surviving Entity Equity Incentive Plans. Such adjustments shall be made in a manner that satisfies the requirements of an assumption described in Treas. Reg. § 1.424-1 and Treas. Reg. § 1.409A-1(b)(5)(v)(D).

(b)    The Surviving Entity shall establish and maintain one or more equity incentive plans (the “Surviving Entity Equity Incentive Plans”) that are in the aggregate substantially similar to the Company Equity Incentive Plans. The Surviving Entity Equity Incentive Plans shall provide for a sufficient number of shares of Surviving Entity Stock to: (i) provide for the issuance of Surviving Entity Stock under the awards that are described in paragraph (a) above to replace the Equity Awards; and (ii) provide a balance of shares of Surviving Entity Stock that are available for future awards under the Surviving Entity Equity Incentive Plans that is equivalent to the number of shares that are available for awards under the Company Equity Incentive Plans at the Effective Time.

(c)    The Surviving Entity shall establish and maintain an executive performance incentive plan that is substantially similar to the Company Performance Incentive Plan (as defined below) in order to provide awards that are described therein, including performance-based incentive awards that are similar to the Non-Equity Awards (as defined below). The Surviving Entity shall assume all terms and obligations of the Company under the outstanding Non-Equity Awards to participants in the Company Performance Incentive Plan.

(d)    The Surviving Entity shall assume all terms and obligations of the Company under the Equity Award agreements entered into between the Company and each participant in the Company Equity Incentive Plans. Such Equity Award agreements shall apply to awards that are assumed by the Surviving Entity in the Merger under this Section 2.2 under the Surviving Entity Equity Incentive Plans. With respect to shares of Company Stock that have been issued under the Company Equity Incentive Plans that are subject to restrictions as set forth on the applicable Equity Award agreements, such shares shall be deemed to be shares of Surviving Entity Stock that are subject to the same terms, conditions and restrictions. Outstanding certificates or other evidence of ownership representing shares of the Company Stock awarded with such restrictions under the Company Equity Incentive Plans shall thereafter represent shares of Surviving Entity Stock with such terms, conditions and restrictions as originally awarded by the Company.

(e)    From time to time, as and when required by the provisions of any agreement to which Surviving Entity or Company shall become a party after the date hereof providing for the issuance of shares of common stock or other equity securities of Surviving Entity or Company in connection with a merger into Surviving Entity or any other banking institution or other corporation, Surviving Entity shall issue in accordance with the terms of any such agreement shares of Surviving Entity Stock or other equity securities as required by such agreement or in substitution for the shares of Company Stock or other equity securities of Company required to be issued by such agreement, as the case may be, which the shareholders of any other such banking institution or other corporation shall be entitled to receive by virtue of any such agreement.

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(f)    For purposes of this Section 2.2, the terms “Company Equity Incentive Plans,” “Company Performance Incentive Plan” “Equity Awards,” and “Non-equity Awards” shall have the meanings provided below:

(i)    “Company Equity Incentive Plans” means all equity incentive compensation plans of the Company and any of its predecessors that provide for the acquisition of Company Stock and are effective at the Effective Time, including the BancorpSouth, Inc. Long-Term Equity Incentive Plan and the BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan for Non-Employee Directors.

(ii)    “Company Performance Incentive Plan” means the BancorpSouth, Inc. Executive Performance Incentive Plan.

(iii)    “Equity Awards” means all equity incentive awards (including but not limited to restricted stock, performance share awards and stock options) issued under the Equity Incentive Plans by the Company that are outstanding at the Effective Time.

(iv)    “Non-Equity Awards” means performance based incentive awards issued under the Company Performance Incentive Plan and payable in cash.

ARTICLE III

REGULATORY AND OTHER MATTERS

3.1    Meeting of Company Shareholders. The Company shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”), which may be an annual or special meeting, for the purpose of considering and voting upon approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger (“Company Shareholder Approval”), and for such other purposes as may be, in the Company’s reasonable judgment, necessary or desirable. Through its Board of Directors, the Company shall recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, and shall use its commercially reasonable efforts to obtain such Company Shareholder Approval.

3.2    Proxy Statement/Offering Circular. For the purpose of holding the Company Shareholders Meeting, the Company shall draft and prepare, and the Bank shall cooperate in the preparation of, a proxy statement. For the purpose of offering Surviving Entity Stock to Company shareholders, the Bank shall draft and prepare, and the Company shall cooperate in the preparation of, an offering circular.

3.3    Regulatory Approvals. The Company and the Bank shall cooperate fully and use all reasonable efforts to promptly prepare and submit all necessary applications, filings, registrations, notices and certificates to procure any other consents, approvals or authorizations of any governmental entity, including the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation (the “FDIC”) and the Department, that are required to be made or obtained in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger (collectively, the “Regulatory Approvals”).

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3.4    Registration of Bank Stock. As soon as practicable after the execution of this Agreement, the Bank shall prepare and file with the FDIC a registration statement or such other filing as required by the FDIC (the “Registration Statement”) to register the Surviving Entity Stock under the Securities Exchange Act of 1934, and will use its commercially reasonable efforts to cause the Registration Statement to become effective.

3.5    Listing of Bank Stock. As soon as practicable after the execution of this Agreement, the Bank shall prepare and submit all applications, filings, registrations, notices and certificates that are necessary or appropriate to list the Surviving Entity Stock on the New York Stock Exchange.

3.6    Tax Treatment. The parties hereto acknowledge that the Merger is intended to constitute a tax-free reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code, and shall file all tax returns consistent with such treatment. Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, for such treatment.

ARTICLE IV

CONDITIONS OF MERGER

4.1    Conditions Precedent. The obligations of the parties to this Agreement to consummate the Merger and the transactions contemplated hereby shall be subject to fulfillment or waiver by the parties hereto at or prior to the Effective Time of each of the following conditions:

(a)    No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits or makes illegal the consummation of the Merger or the transactions contemplated hereby;

(b)    This Agreement and the transactions contemplated hereby shall have received the requisite approval of the shareholders of Company.

(c)    All Regulatory Approvals required to consummate the Merger in the manner contemplated herein shall have been obtained and shall remain in full force and all statutory waiting periods in respect thereof shall have expired or been terminated.

(d)    All third-party consents and approvals required, or deemed by the Board of Directors of the Company advisable, to be obtained under any material note, bond, mortgage, deed of trust, security interest, indenture, law, regulation, lease, license, contract, agreement, plan, instrument or obligation to which Company or any subsidiary or affiliate of Company is a party, or by which Company or any subsidiary or affiliate of Company, or any property of Company or any subsidiary or affiliate of Company, may be bound, in connection with the Merger and the transactions contemplated thereby, shall have been obtained by Company or its subsidiary or affiliate, as the case may be.

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(e)    The Registration Statement covering the shares of Surviving Entity Stock to be delivered to the shareholders of the Company pursuant to this Agreement shall have been, if required, approved by the FDIC, and no proceeding by the FDIC to suspend the effectiveness of the Registration Statement shall have been initiated or continuing, or have been threatened and be unresolved.

(f)    The shares of Surviving Entity Stock to be delivered to the shareholders of the Company pursuant to this Agreement shall have been authorized for listing on the New York Stock Exchange.

ARTICLE V

TERMINATION, AMENDMENT AND WAIVER

5.1    Termination. This Agreement may be terminated at any time prior to the completion of the filing of the Certificate of Merger with the Secretary of State of the State of Mississippi by appropriate resolution of the Board of Directors of either the Company or the Bank for any reason which the parties hereto deem appropriate.

5.2    Amendment and Waiver. Subject to applicable law, at any time prior to the Effective Time (whether before or after receipt of Company Shareholder Approval), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, or (b) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of the Company, there may not be, without further approval of such shareholders, any amendment of this Agreement which (i) changes the amount or kind of shares the Company shareholders shall receive under this Agreement, or (ii) changes any of the other terms or conditions of this Agreement if the change would adversely affect such shareholders in any material respect. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

5.3    Other Obligations. Company and Bank agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto existing prior to the Effective Time in favor of current or former directors or officers of Company as provided in Company’s Amended and Restated Articles of Incorporation, Amended and Restated Bylaws, under law or by any existing indemnification agreements or arrangements of Company shall survive the Merger and become the obligations of the Surviving Entity.

ARTICLE VI

MISCELLANEOUS

6.1    Entire Agreement. Except as otherwise expressly provided herein, this Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all prior arrangements or understandings with respect thereto, written or oral.

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6.2    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

6.3    Severability. In the event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and the parties hereto shall use their reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements the purposes and intents of this Agreement.

6.4    Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Mississippi.

6.5    Headings; Articles and Sections. The descriptive headings contained in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Unless otherwise indicated, all references to particular Articles or Sections shall mean and refer to the referenced Articles and Sections of this Agreement.

6.6    Interpretations. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. No party to this Agreement shall be considered the draftsman. The parties hereto acknowledge and agree that this Agreement has been reviewed, negotiated and accepted by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as fairly to accomplish the purposes and intentions of all parties hereto.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.

BANCORPSOUTH, INC.
By:	/s/ James D. Rollins III
Name:	James D. Rollins III
Title:	Chairman and Chief Executive Officer

BANCORPSOUTH BANK
By:	/s/ James D. Rollins III
Name:	James D. Rollins III
Title:	Chairman and Chief Executive Officer

[Signature Page to Agreement and Plan of Reorganization]

EX-99.1

Exhibit 99.1

News Release

Contact:
John Copeland	Will Fisackerly
Senior Executive Vice President and	Senior Vice President and
Chief Financial Officer	Director of Corporate Finance
662/680-2536	662/680-2475

BancorpSouth, Inc. Announces Corporate Entity Restructuring

TUPELO, MS, 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.

Box 789 • Tupelo, MS 38802-0789 • (662) 680-2000

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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.

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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

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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.