Item 1.01 Entry into a Material Definitive Agreement
On
The Notes have been registered under the Securities Act of 1933, as amended,
pursuant to an automatic shelf registration statement on Form S-3 (Registration
No. 333-229371), filed by the Company with the
The Notes will be issued pursuant to an indenture dated
The Company will apply to list the Notes with The NASDAQ Global Select Market and the Notes are expected to be listed for trading within 30 days after the date the Notes are first issued.
The above descriptions are qualified in their entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
In reviewing the agreement included as an exhibit to this report, please note that it is included to provide you with information regarding its terms and is not intended to provide any other factual or disclosure information about the Company or the other parties to the agreement. The agreement contains representations and warranties by one or more of the parties to the agreement. These representations and warranties have been made solely for the benefit of the other parties to the agreement and:
• should not in any instance be treated as categorical statements of fact, but rather as a way of allocating the risk among the parties if those statements prove to be inaccurate; • may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures may not be reflected in the agreement; • may apply standards of materiality in a way that is different from what may be viewed as material by you or other investors; and • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
2
--------------------------------------------------------------------------------
Additional information about the Company may be found elsewhere in the
Registration Statement and the Company's other public filings, which are
available without charge through the
Item 8.01 Other Events
On
Forward Looking Statements
This report includes certain forward-looking statements within the meaning of
section 27A of the Securities Act of 1933, as amended, and section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements,
estimates and projections are based on current expectations only, and are
subject to a number of risks, uncertainties and assumptions, many of which are
beyond the control of
In addition, any statement that does not describe historical or current facts is
a forward-looking statement. These statements often include the words
"believes," "expects," "anticipates," "estimates," "intends," "plans,"
"forecast," "goals," "targets," "initiatives," "focus," "potentially,"
"probably," "projects," "outlook", or similar expressions or future conditional
verbs such as "may," "will," "should," "would," and "could." Forward-looking
statements are based upon the current beliefs and expectations of management and
on information currently available to management. Our statements speak as of the
date hereof, and we do not assume any obligation to update these statements or
to update the reasons why actual results could differ from those contained in
such statements in light of new information or future events. Forward-looking
statements are subject to significant risks and uncertainties. Any
forward-looking statement made in this release is subject to the safe harbor
protections set forth in the Private Securities Litigation Reform Act of 1995.
Investors are cautioned against placing undue reliance on such statements.
Actual results may differ materially from those set forth in the forward-looking
statements. Additional factors that could cause actual results to differ
materially from those described in the forward-looking statements can be found
in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the
year ended
3
--------------------------------------------------------------------------------
Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 1.1 Underwriting Agreement, datedMay 26, 2020 , betweenHancock Whitney Corporation and the underwriters named therein . 99.1 Press release datedMay 26, 2020 announcing pricing of debt offering . 104 The cover page fromHancock Whitney Corporation's Current Report on Form 8-K, formatted in Inline XBRL. 4
--------------------------------------------------------------------------------
© Edgar Online, source