Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

On June 9, 2020, Hancock Whitney Corporation (the "Company") completed the sale of $22.5 million aggregate principal amount of its 6.25% Subordinated Notes due 2060 (the "Notes") to Morgan Stanley & Co. LLC, BofA Securities, Inc., Piper Sandler & Co., UBS Securities LLC and Wells Fargo Securities, LLC, as managers of the several underwriters (the "Underwriters") named in the Underwriting Agreement, dated May 26, 2020, by and between the Company and the Underwriters pursuant to the exercise of the Underwriters' option to purchase an additional amount of Notes in full (the "Additional Notes").

The Additional Notes were issued pursuant to an Indenture, dated as of March 9, 2015 (the "Base Indenture"), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), and the Supplemental Indenture, dated as of June 2, 2020, by and between the Company and the Trustee (the "Supplemental Indenture").

The above descriptions are qualified in their entirety by reference to the Base Indenture and the Supplemental Indenture, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits



  (d)       Exhibits

  4.1         Indenture, dated as of March 9, 2015, between the Company and The Bank
            of New York Mellon Trust Company, N.A. (incorporated by reference to
            Exhibit 4.1 to the Company's Current Report on Form 8-Kfiled with the
            Securities and Exchange Commission on March 9, 2015)

  4.2         Supplemental Indenture, dated as of June 2, 2020, between the Company
            and The Bank of New York Mellon Trust Company, N.A. (incorporated by
            reference to Exhibit 4.2 to the Company's Current Report on Form 8-K
            filed with the Securities and Exchange Commission on June 2, 2020)

  4.3         Form of Global Note representing the Notes

  5.1         Opinion of Alston & Bird LLP

  5.2         Opinion of Joy Lambert Phillips, Esq., Executive Vice President and
            General Counsel of Hancock Whitney Corporation

  23.1        Consent of Alston & Bird LLP (included in the opinion filed as Exhibit
            5.1)

  23.2        Consent of Joy Lambert Phillips, Esq. (included in the opinion filed
            as Exhibit 5.2)

  104       The cover page from Hancock Whitney Corporation's Current Report on Form
            8-K, formatted in Inline XBRL.


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