Item 8.01 Other Events.
On April 22, 2021, the Board of Directors (the "Board") of Hancock Whitney
Corporation (the "Company") approved the redemption of $150 million in the
aggregate of its 5.95% Subordinated Notes due 2045 (the "Notes"), subject to
regulatory approval. The Company received regulatory approval of the Redemption
on April 26, 2021. 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
Officers' Certificate establishing the terms of the Notes (together with the
Base Indenture, the "Indenture"). The Company will redeem the Notes in full (the
"Redemption") on June 15, 2021 (the "Redemption Date"). The Notes will be
redeemed at 100% of their principal amount, plus the accrued and unpaid interest
thereon, up to but not including the Redemption Date. The Company expects cost
savings of approximately $9 million annualized from the redemption and 5 basis
points positive impact on the net interest margin (NIM). One-time costs
associated with the redemption of approximately $4.2 million are anticipated to
be included in second quarter of 2021 financial results.
Also on April 22, 2021, the Board authorized the repurchase of up to 4,338,000
shares of the Company's common stock (approximately 5% of the shares of common
stock outstanding as of March 31, 2021), subject to receipt of regulatory
approval of the Redemption. The authorization is currently set to expire on
December 31, 2022. The shares may be repurchased in the open market, by block
purchase, through accelerated share repurchase plans, in privately negotiated
transactions or otherwise, in one or more transactions, from time to time,
depending upon market conditions and other factors, and in accordance with
applicable regulations of the Securities and Exchange Commission. The repurchase
authorization may be terminated or amended by the Board at any time prior to the
expiration date.
On April 20, 2021 the Company announced preliminary results from its Voluntary
Early Retirement Package ("VERP") in its first quarter 2021 earnings release.
Final results of the VERP are as follows: of the 647 employees offered a VERP,
261 employees accepted the offer, or approximately 40% of the total offered. The
annualized level of cost savings is expected to be approximately $19.0 million
(including estimated incentives and benefits and net of backfill costs.)
One-time costs associated with the VERP of approximately $15.3 million are
anticipated to be included in second quarter of 2021 financial results.
Important Cautionary Statement about Forward-Looking Statements
This report contains forward-looking statements within the meaning and
protections of section 27A of the Securities Act of 1933, as amended, and
section 21E of the Securities Exchange Act of 1934, as amended.
Any statement that does not describe historical or current facts is a
forward-looking statement. 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.
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 December 31, 2020 and in other periodic reports that we file with the
SEC.
You are cautioned not to place undue reliance on these forward-looking
statements. We do not intend, and undertake no obligation, to update or revise
any forward-looking statements, whether as a result of differences in actual
results, changes in assumptions or changes in other factors affecting such
statements, except as required by law.
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