Item 1.01 Entry into a Material Definitive Agreement
On June 2, 2020, Hancock Whitney Corporation (the "Company") completed its
previously announced sale of $150 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.
The 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" and together with the Base Indenture, the "Indenture").
Under the terms of the Indenture, the Notes mature on June 15, 2060 and accrue
interest at a rate of 6.25% per annum, with interest payable quarterly on
March 15, June 15, September 15 and December 15 of each year, commencing on
September 15, 2020.
The Notes are the Company's subordinated unsecured obligations and
rank (i) equally in right of payment with the Company's existing and future
unsecured, subordinated debt that ranks equally with the Notes, including the
Company's 5.95% subordinated notes due June 15, 2045, (ii) subordinate in right
of payment to any of the Company's existing and future senior debt and certain
of the Company's other obligations and (iii) senior in right of payment to any
future unsecured, subordinated debt, that by its terms is expressly subordinate
in right of payment to the Notes. In addition, the Notes will be structurally
subordinated to all existing and future indebtedness, liabilities and other
obligations, including deposits, of the Company's subsidiaries.
The Company may redeem the Notes, at its option, in $25 increments in whole or
in part on June 15, 2025, or on any interest payment date thereafter. If the
Company redeems only a portion of the Notes on any such date of redemption, it
may subsequently redeem additional Notes. In addition, the Company may also
redeem the Notes prior to maturity, at its option, in whole, but not in part,
within 90 days if (i) a change or prospective change in law occurs that could
prevent the Company from deducting interest payable on the Notes for U.S.
federal income tax purposes, (ii) a subsequent event occurs that precludes the
Notes from being recognized as Tier 2 Capital for regulatory capital purposes,
or (iii) the Company is required to register as an investment company under the
Investment Company Act of 1940, as amended. The redemption price for any
redemption shall be equal to 100% of the principal amount of the Notes plus
accrued and unpaid interest to, but not including, the date of redemption. Any
early redemption of the Notes will be subject to the receipt of the approval of
the Board of Governors of the Federal Reserve System (the "Federal Reserve") to
the extent then required under applicable laws or regulations, including capital
regulations.
The Notes are intended to qualify as Tier 2 Capital for the Company under the
capital rules established by the Federal Reserve. The Indenture contains
customary terms and defaults, including payment defaults and breaches of
covenants, and events of default, including bankruptcy, insolvency and
reorganization. The Notes automatically become due and payable if an event of
default relating to specified events of bankruptcy, insolvency or reorganization
occurs.
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.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this report with respect to the Notes
is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
4.1 Indenture, dated as of March 9, 2015, between Hancock Holding Company
and The Bank of New York Mellon Trust Company, N.A. (incorporated by
reference to Exhibit 4.1 to Hancock Whitney Corporation'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 Hancock
Whitney Corporation and The Bank of New York Mellon Trust Company, N.A.
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,
General Counsel and Corporate Secretary 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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