HANCOCK WHITNEY CORP (Form: 8-K, Received: 06/02/2020 16:02:52)

HANCOCK WHITNEY CORPORATION

June 2, 2020

/s/ Michael M. Achary

Michael M. Achary

Senior Executive Vice President and Chief Financial Officer

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): June 2, 2020

HANCOCK WHITNEY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Mississippi

001-36872

64-0693170

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Hancock Whitney Plaza

2510 14th Street

Gulfport, Mississippi

39501

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (228) 868-4000

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:

☐	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 communication 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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $3.33 per share

HWC

The NASDAQ Stock Market, LLC

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.

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.

SIGNATURE

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.

Exhibit 4.2

SUPPLEMENTAL INDENTURE NO. 1

SUPPLEMENTAL INDENTURE NO. 1, dated as of June 2, 2020 (this “Supplemental Indenture”), between HANCOCK WHITNEY CORPORATION, a Mississippi corporation formerly named Hancock Holding Company (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of March 9, 2015 (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”), relating to the issuance from time to time by the Company of its Securities on terms to be specified at the time of issuance;

WHEREAS, Sections 2.01, 2.03 and 9.01(7) of the Base Indenture provides that the Company may enter into a supplemental indenture to establish the form or terms of Securities under the Base Indenture without the consent of any Holders;

WHEREAS, the Company desires to issue a new series of Securities, and has duly authorized the creation and issuance of such Securities and the execution and delivery of this Supplemental Indenture to modify the Base Indenture and provide certain additional provisions as hereinafter described;

WHEREAS, the parties hereto deem it advisable to enter into this Supplemental Indenture for the purpose of establishing the form and terms of such Securities and providing for the rights, obligations and duties of the Trustee with respect to such Securities; and

WHEREAS, all conditions and requirements of the Base Indenture necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto.

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

(a) For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

“Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.

“Definitive Note” means a certificated Subordinated Note.

“Notes Custodian” means the custodian with respect to a Global Note (as appointed by the Depositary), or any successor Person thereto and shall initially be the Trustee.

“Regulatory Capital Treatment Event” means the good faith determination by the Company that, as a result of (i) any amendment to, or change in, the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other Appropriate Federal Banking Agencies) or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of the Subordinated Notes, or (ii) any final official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws, rules or regulations or policies with respect thereto that is made, adopted, approved or effective after the initial issuance of the Subordinated Notes, there is more than an insubstantial risk that the Company will not be entitled to treat the Subordinated Notes then outstanding as “Tier 2 Capital” (or its equivalent) for purposes of the capital adequacy rules of the Federal Reserve (or, as and if applicable, the capital adequacy rules or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any Subordinated Note is outstanding.

“Tax Event” means the receipt by the Company of an opinion of independent tax counsel to the effect that as a result of any amendment to, or change (including any announced prospective change) in, the laws or any regulations of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations (each of the above, a “change of tax law”), which amendment or change is effective or which pronouncement or decision is announced on or after the date of the issuance of the Subordinated Notes, there is more than an insubstantial risk that the interest payable on the Subordinated Notes is not, or within 90 days of receipt of such opinion, will not be, deductible by the Company, in whole or in part, for U.S. federal income tax purposes, provided that a change of tax law under section 163(j) of the Internal Revenue Code of 1986, as amended (“section 163(j)”) (including any amendment to section 163(j), and any amendment to or the issuance of regulations or another official administrative pronouncement under section 163(j)), shall not give rise to a “Tax Event” unless, in the opinion of independent tax counsel, the change of tax law under section 163(j) limits, defers or prohibits the deduction of interest on the Subordinated Notes in a manner or to an extent different from interest on senior debt obligations of the Company by reason of the specific characteristics of the Subordinated Notes.

(b) The terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular.

(d) All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture.

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(e) The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.

Section 1.02 Index of Defined Terms.


Term		Section
Additional Subordinated Notes		2.02(c)
Base Indenture		Recitals
Company		Preamble
Global Notes		2.10(b)
Indenture		Recitals
Interest Payment Date		2.04(b)
Regular Record Date		2.04(b)
Stated Maturity		2.03
Subordinated Notes		2.01
Supplemental Indenture		Preamble
Trustee		Preamble

ARTICLE II

THE SUBORDINATED NOTES

Section 2.01 Title of Securities. There shall be one series of Securities designated the “6.25% Subordinated Notes due 2060” of the Company (the “Subordinated Notes”).

Section 2.02 Limitation of Aggregate Principal Amount.

(a) The Subordinated Notes will be initially issued in an aggregate principal amount of $150,000,000.

(b) The aggregate principal amount specified in this Section shall be subject to the amount of the Subordinated Notes that is authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, the Subordinated Notes pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture and the amount of the Subordinated Notes which, pursuant to Section 3.03 of the Base Indenture, is deemed never to have been authenticated and delivered thereunder.

(c) The Company may from time to time, without notice to or the consent of the Holders of the Subordinated Notes, create and issue additional Subordinated Notes having the same terms as, and ranking equally and ratably with, the Subordinated Notes in all respects (or in all respects except for the issue date, the issue price and, if applicable, the first interest payment date and the initial interest accrual date; the “Additional Subordinated Notes”); provided, however, that a separate CUSIP, common code or ISIN, as applicable, will be issued for any Additional Subordinated Notes unless the Additional Subordinated Notes and the

Subordinated Notes are fungible and constitute a “qualified reopening” for U.S. federal income tax purposes. Such

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Additional Subordinated Notes will be consolidated and form a single series with, and will have the same terms as to ranking, redemption, waivers, amendments or otherwise as, the Subordinated Notes, and will vote together as one class on all matters with respect to the Subordinated Notes.

Section 2.03 Principal Payment Date. The principal amount of the Subordinated Notes outstanding (together with any accrued and unpaid interest) shall be payable in a single installment on June 15, 2060 (the “Stated Maturity”).

Section 2.04 Interest on the Subordinated Notes.

(a) The Subordinated Notes will bear interest at the rate of 6.25% per annum, accruing from June 2, 2020, or from the most recent Interest Payment Date through which interest has been paid or duly provided for.

(b) Interest on the Subordinated Notes will be payable quarterly on each March 15, June 15, September 15 and December 15 (each such date, an “Interest Payment Date”), beginning on September 15, 2020, until the principal amount has been paid or made available for payment, to Holders at the close of business on March 1, June 1, September 1 or December 1 (whether or not a Business Day), as the case may be, immediately preceding the applicable Interest Payment Date (each such date, a “Regular Record Date”).

(c) If any Interest Payment Date, Stated Maturity or Redemption Date falls on a day that is not a Business Day, the payment due on such date will be made on the next Business Day, and no interest will accrue for the period from and after such Interest Payment Date, Stated Maturity or Redemption Date.

(d) Interest on the Subordinated Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full monthly period shall be computed on the basis of the actual number of calendar days elapsed in such period.

Section 2.05 Place of Payment. The place where the Subordinated Notes may be presented or surrendered for payment, where the Subordinated Notes may be surrendered for registration of transfer or exchange and where notices and demand to or upon the Company in respect of the Subordinated Notes and the Indenture may be served, shall be the Corporate Trust Office of the Trustee or the Paying Agent’s office maintained for that purpose in the Borough of Manhattan, City of New York.

Section 2.06 Sinking Fund Obligations. The Company has no obligation to redeem or purchase any Subordinated Notes pursuant to any sinking fund or at the option of the Holders.

Section 2.07 Denomination. The Subordinated Notes will be issued in the form of one or more fully registered global securities, without coupons, in minimum denominations of $25 and integral multiples of $25 in excess thereof.

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Section 2.08 Currency. Principal and interest on the Subordinated Notes shall be payable in such coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts.

Section 2.09 Security Registrar and Paying Agent for the Subordinated Notes. The Trustee shall serve initially as the Security Registrar and the Paying Agent for the Subordinated Notes.

Section 2.10 Form of Subordinated Notes; Book Entry Provisions.

(a) The Subordinated Notes shall be substantially in the form of Annex I attached hereto (other than, with respect to any Additional Subordinated Notes, changes related to the issue date, the issue price and, if applicable, the first interest payment date and the initial interest accrual date). The Subordinated Notes may have notations, legends or endorsements required by law, stock exchange or other rules or usage to which the Company is subject. Each Subordinated Note shall be dated the date of its authentication.

(b) The Subordinated Notes designated herein shall be issued initially in the form of one or more global notes (the “Global Notes”), which shall be held by the Trustee as Notes Custodian for the Depositary, and registered in the name of Cede & Co., the Depositary’s nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Subordinated Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided.

Section 2.11 [Reserved].

Section 2.12 [Reserved].

Section 2.13 [Reserved].

Section 2.14 Optional Redemption.

(a) On June 15, 2025 or on any Interest Payment Date thereafter, the Subordinated Notes will be redeemable, at the Company’s option, in whole or in part. If the Company redeems less than all of the Subordinated Notes on any Redemption Date, the Company may subsequently redeem additional Subordinated Notes pursuant to this Section 2.14(a).

(b) The Subordinated Notes will be redeemable, at the Company’s option, in whole but not in part, before the Stated Maturity of the Subordinated Notes, at any time within 90 days following the occurrence of (i) a Regulatory Capital Treatment Event, (ii) a Tax Event, or (iii) the Company becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

(c) Any redemption pursuant to this Section 2.14 will be at a Redemption Price equal to 100% of the principal amount of the Subordinated Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, provided that, for the avoidance of doubt, the payment of such accrued and unpaid interest paid as a part of the Redemption Price

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shall satisfy in full the obligation of the Company to pay accrued and unpaid interest on the Subordinated Notes redeemed from and including the most recent Interest Payment Date on which all accrued and unpaid interest on the Subordinated Notes was paid or provided for through, but excluding, the Redemption Date. No redemption of the Subordinated Notes by the Company prior to the Stated Maturity shall be made without the prior approval of the Federal Reserve if such prior approval is or will be required at the scheduled Redemption Date in order for the Subordinated Notes to qualify as Tier 2 Capital of the Company under the rules and guidelines of the Federal Reserve, as determined in good faith by the Company.

ARTICLE III

AMENDMENT TO BASE INDENTURE

Section 3.01 Amendment to Article I of the Base Indenture.

Solely as it relates to the Subordinated Notes, Article I of the Base Indenture is hereby amended by amending and restating the definition of “Senior Indebtedness” therein in its entirety as follows:

“Senior Indebtedness” means, with respect to the Company, the principal of (and premium, if any) and interest, if any, on, and any other payment due pursuant to, any of the following: (a) obligations for money borrowed; (b) indebtedness evidenced by bonds, debentures, notes or similar instruments; (c) similar obligations arising from off-balance sheet guarantees and direct credit substitutes; (d) reimbursement obligations with respect to letters of credit, bankers’ acceptances or similar facilities; (e) obligations issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); (f) capital lease obligations; (g) obligations associated with derivative products including but not limited to securities contracts, foreign currency exchange contracts, swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts, commodity option contracts and similar financial instruments; (h) debt of others described in the preceding clauses that the Company has guaranteed or for which the Company is otherwise liable; (i) any deferrals, renewals or extensions of Senior Indebtedness; and (j) General Obligations, unless, in any case, in the instrument creating or evidencing any such indebtedness or obligation, or pursuant to which the same is outstanding, it is expressly provided that such indebtedness or obligation is not superior in right of payment to the Securities or to other debt that is pari passu with or subordinate to the Securities. Senior Indebtedness will not include: (1) the Company’s 5.95% subordinated notes due June 15, 2045; (2) indebtedness owed by the Company to the Company’s subsidiary bank or other subsidiaries; or (3) any indebtedness the terms of which expressly provide that such indebtedness ranks equally with, or junior to, the Securities, including guarantees of such indebtedness.

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ARTICLE IV

MISCELLANEOUS

Section 4.01 Integral Part; Effect of Supplement on Indenture. This Supplemental Indenture constitutes an integral part of the Base Indenture. Except for the amendments and supplements made by this Supplemental Indenture (which only apply to the Subordinated Notes), the Base Indenture shall remain in full force and effect as executed.

Section 4.02 Adoption, Ratification and Confirmation. The Indenture is in all respects hereby adopted, ratified and confirmed.

Section 4.03 Trustee Not Responsible for Recitals. The recitals in this Supplemental Indenture are made by the Company, and the Trustee assumes no responsibility for the correctness of such recitals. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

Section 4.04 Counterparts. This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 4.05 Governing Law. This Supplemental Indenture and the Subordinated Notes shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.06 Electronic Signatures. The words “execution,” signed,” “signature,” and words of like import in this Supplemental Indenture or the Base Indenture or in any other certificate, agreement or document related to this Supplemental Indenture or the Base Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper- based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the day and year first above written.


HANCOCK WHITNEY CORPORATION



By:		/s/ Michael M. Achary
Name:		Michael M. Achary
Title:		Sr. Executive Vice President and Chief Financial Officer

Attest:


By:		/s/ Patricia K. Loupe
Name:		Patricia K. Loupe
Title:		Sr. Assistant Corporate Secretary

[Supplemental Indenture No. 1]


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:		/s/ Lawrence M. Kusch
Name:		Lawrence M. Kusch
Title:		Vice President

[Supplemental Indenture No. 1]

ANNEX I

THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT SECURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER GOVERNMENT ENTITY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

FORM OF SECURITY REPRESENTING THE NOTES

[FACE OF NOTE]


		6.25% Subordinated Note due 2060		CUSIP 410120406
				ISIN US 4101204067

$150,000,000

HANCOCK WHITNEY CORPORATION, a Mississippi corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the amount set forth on the Schedule of Interests in the Global Security attached hereto on June 15, 2060.


		Interest Rate:		6.25% per annum

		Interest Payment Dates:		March 15, June 15, September 15 and December 15, commencing September 15, 2020

Annex I-1


		Regular Record Dates:		The March 1, June 1, September 1 or December 1 preceding each Interest Payment Date

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date:


HANCOCK WHITNEY CORPORATION



By:
Name:
Title:

Attest:


By:
Name:
Title:

CERTIFICATE OF AUTHENTICATION

This is one of the 6.25% Subordinated Notes due 2060 referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee,

By:
		Authorized Signatory

Annex I- 2

[REVERSE OF NOTE]

HANCOCK WHITNEY CORPORATION

6.25% Subordinated Note due 2060

1.	Principal and Interest.

The Company promises to pay the principal of this Note on June 15, 2060.

The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.25% per annum.

Interest will be payable quarterly on each Interest Payment Date, commencing September 15, 2020, to the Holders of record of the Notes at the close of business on the Regular Record Date (whether or not a Business Day), as set forth on the face of this Note, immediately preceding each Interest Payment Date.

Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date and the next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid or duly provided for, from June 2, 2020. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.	Indenture and Subordination.

This Global Security is one of a duly authorized issue of securities of the Company (herein called the “Notes”) issued under the Indenture, dated as of March 9, 2015 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 1, dated as of June 2, 2020 (the “Supplemental Indenture” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

The Indebtedness evidenced by the Notes is, to the extent and in the manner set forth in the Indenture subordinate and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Company and each Holder of a Note, by accepting the same, agrees to and shall be bound by the provisions of the Indenture with respect thereto.

The Notes are general unsecured, subordinated obligations of the Company. The Notes will initially be limited to an original aggregate principal amount of $150,000,000, but additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and any such additional Notes shall constitute a single series of Securities under the Indenture and the originally issued Notes and any such additional Notes shall vote together for all purposes as a single class.

Annex I-3

3.	Redemption; Discharge Prior to Redemption or Maturity.

On June 15, 2025 or on any Interest Payment Date thereafter, this Note will be redeemable, at the Company’s option, in whole or in part.

This Note will be redeemable, at the Company’s option, in whole but not in part, before the Stated Maturity, at any time within 90 days following the occurrence of (i) a Regulatory Capital Treatment Event, (ii) a Tax Event, or (iii) the Company becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

Any redemption will be at a Redemption Price equal to 100% of the principal amount of this Note plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, provided that, for the avoidance of doubt, the payment of such accrued and unpaid interest paid as a part of the Redemption Price shall satisfy in full the obligation of the Company to pay accrued and unpaid interest on the Notes redeemed from and including the most recent Interest Payment Date on which all accrued and unpaid interest on the Notes was paid or provided for through, but excluding, the Redemption Date. No redemption of the Notes by the Company prior to the Stated Maturity shall be made without the prior approval of the Federal Reserve if such prior approval is or will be required at the scheduled Redemption Date in order for the Notes to qualify as Tier 2 Capital of the Company under the rules and guidelines of the Federal Reserve, as determined in good faith by the Company.

Notice of any redemption will be mailed or transmitted at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed at its registered address. Unless the Company defaults in payment of the Redemption Price on the Notes, on and after the Redemption Date, interest will cease to accrue on the Notes or portions called for redemption.

The Company has no obligation to redeem or purchase any Notes pursuant to any sinking fund or at the option of the Holders.

The Notes may be defeased by the Company, pursuant to Section 13.02 of the Indenture, provided the Company irrevocably deposits with the Trustee money or U.S. Government Securities sufficient to pay the then Outstanding principal of and accrued interest on the Notes to redemption or maturity and the Company may in certain circumstances be discharged from the Indenture and the Notes.

4.	Registered Form; Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in denominations of $25 principal amount and any multiple of $25 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Company or Security Registrar may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Company will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

Annex I-4

5.	Defaults and Remedies.

In case an Event of Default with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable immediately, in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture provides that in the event of a Default in the payment of interest or principal or the performance of any covenant or agreement in the Notes or the Indenture (each of which is defined in the Indenture to be a “Default”), the Trustee may, subject to certain limitations and conditions, seek to enforce payment of such interest or principal or the performance of such covenant agreement. There will be no right of acceleration in the case of a Default.

6.	Amendment and Waiver.

Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, or to correct or supplement any provision therein which may be defective or inconsistent with any other provision therein.

7.	Authentication.

This Note is not valid until the Trustee signs the certificate of authentication on the other side of this Note.

8.	Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM(= tenants in common), TEN ENT(= tenants by the entireties), JT TEN(= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/ Al (=Uniform Gifts to Minors Act).

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

Annex I-5

ASSIGNMENT FORM

To assign this Note, fill in the form below and have your signature guaranteed:

I or we assign and transfer this Note to:



(Print or type name, address and zip code and social security or tax ID number of assignee)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.



Dated:				Signed:
				(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

(Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee)

Annex I-6

SCHEDULE OF INTERESTS IN THE GLOBAL SECURITY

The initial principal amount of this Global Security is $150,000,000 (ONE HUNDRED FIFTY MILLION DOLLARS). The following increases or decreases in this Global Security have been made:

Date of Increase or

Decrease

Amount of Decrease
in Principal Amount
of this Global Security

Amount of Increase in
Principal Amount
of this Global Security

Principal Amount of
this Global Security
following such
decrease or increase

Signature of

authorized officer of
Trustee or Notes
Custodian

Annex I-7

Exhibit 4.3

THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT SECURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER GOVERNMENT ENTITY.

SECURITY REPRESENTING THE NOTES

[FACE OF NOTE]


		6.25% Subordinated Note due 2060		CUSIP 410120406
				ISIN US 4101204067

		R-1		$150,000,000


		Interest Rate:		6.25% per annum

		Interest Payment Dates:		March 15, June 15, September 15 and December 15, commencing September 15, 2020

		Regular Record Dates:		The March 1, June 1, September 1 or December 1 preceding each Interest Payment Date

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date: June 2, 2020


HANCOCK WHITNEY CORPORATION



By:
Name:
Title:

Attest:


By:
Name:
Title:

CERTIFICATE OF AUTHENTICATION

This is one of the 6.25% Subordinated Notes due 2060 referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee,

By:
		Authorized Signatory

[REVERSE OF NOTE]

HANCOCK WHITNEY CORPORATION

6.25% Subordinated Note due 2060

1.	Principal and Interest.

The Company promises to pay the principal of this Note on June 15, 2060.

The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.25% per annum.

2.	Indenture and Subordination.

3.	Redemption; Discharge Prior to Redemption or Maturity.

On June 15, 2025 or on any Interest Payment Date thereafter, this Note will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time.

The Company has no obligation to redeem or purchase any Notes pursuant to any sinking fund or at the option of the Holders.

4.	Registered Form; Denominations; Transfer; Exchange.

5.	Defaults and Remedies.

6.	Amendment and Waiver.

7.	Authentication.

This Note is not valid until the Trustee signs the certificate of authentication on the other side of this Note.

8.	Abbreviations.

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

ASSIGNMENT FORM

To assign this Note, fill in the form below and have your signature guaranteed:

I or we assign and transfer this Note to:



(Print or type name, address and zip code and social security or tax ID number of assignee)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.



Dated:				Signed:
				(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

(Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee)

SCHEDULE OF INTERESTS IN THE GLOBAL SECURITY

The initial principal amount of this Global Security is $150,000,000 (ONE HUNDRED FIFTY MILLION DOLLARS). The following increases or decreases in this Global Security have been made:

Date of Increase or

Decrease

Amount of Decrease
in Principal Amount
of this Global Security

Amount of Increase in
Principal Amount of
this Global Security

Principal Amount of
this Global Security
following such
decrease or increase

Signature of
authorized officer
of Trustee or
Notes Custodian

Exhibit 5.1

LOGO

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3424

404-881-7000 | Fax: 404-881-7777

June 2, 2020

Hancock Whitney Corporation

2510 14th Street

Gulfport, Mississippi 39501

Re:	Offering of Subordinated Notes

Ladies and Gentlemen:

We have acted as counsel to Hancock Whitney Corporation, a Mississippi corporation (the “Company”), in connection with the issuance and sale by the Company of $150 million aggregate principal amount of the Company’s 6.25% Subordinated Notes due 2060 (the “Notes”) pursuant to an underwriting agreement, dated as of May 26, 2020 (the “Underwriting Agreement”), by and among the Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., Piper Sandler & Co., UBS Securities LLC and Wells Fargo Securities, LLC, as managers of the several underwriters named therein (collectively, the “Underwriters”). The Notes will be issued pursuant to an indenture dated March 9, 2015 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 1, dated [June 2, 2020] (the “Supplemental Indenture”) between the Company and the Trustee (the Base Indenture, together with the Supplemental Indenture, the “Indenture”).

We are furnishing the opinion set forth below pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K of the Securities and Exchange Commission (the “Commission”).

In the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Company, including, without limitation, resolutions adopted by the board of directors of the Company, the organizational documents of the Company, certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Company, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. Among other things, we have examined originals or copies of the following executed documents (the “Transaction Documents”):

(i)

the Underwriting Agreement;

(ii)

the Indenture;

Alston & Bird LLP

www.alston.com

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June 2, 2020

Page 2

(iii)

the global certificate(s) evidencing the Notes in the form delivered by the Company to the Trustee for authentication and delivery.

As to certain factual matters relevant to this opinion letter, we have relied upon the representations and warranties made in the Underwriting Agreement by the parties thereto, certificates and statements of responsible officers of the Company, and certificates of public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification. Statements in this opinion letter regarding the valid existence and good standing of the Company in its state of incorporation are based solely upon the certificates provided by the Secretary of State of such state. For the purpose of such statements, we also have assumed that those certificates have remained correct and accurate since the dates thereof.

In rendering the opinions expressed below, we have assumed (i) the genuineness of all signatures on all documents (other than the signatures of the Company), (ii) the legal capacity and competence of all natural persons, (iii) the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as electronic, certified, or photostatic copies and the authenticity of the originals of such documents, and (iv) the due authorization, execution and delivery of the Transaction Documents by all parties thereto, other than the Company, and that the Transaction Documents are the legal, valid and binding obligation of all parties thereto, other than the Company, enforceable against such parties in accordance with their respective terms.

We express no opinion herein as to any matter relating to the laws of any jurisdiction other than (i) the federal laws of the United States and (ii) the laws of the State of New York.

Based upon the foregoing and subject to the other assumptions, exceptions, limitations and qualifications stated herein, we are of the opinion that the Notes have been duly authorized and executed by the Company and, when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.

Insofar as the foregoing opinions relate to the legality, validity, binding effect or enforceability of any agreement or obligation of the Company, such opinions are subject to the effects of (i) bankruptcy, fraudulent conveyance or fraudulent transfer, insolvency, reorganization, moratorium, liquidation, conservatorship, and similar laws, and limitations imposed under judicial decisions, related to or affecting creditors’ rights and remedies generally, (ii) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law, and principles limiting the availability of the remedy of specific performance, (iii) concepts of good faith, fair dealing, materiality and reasonableness, (iv) the possible unenforceability under certain circumstances of provisions providing for exculpation, indemnification and contribution that are contrary to public policy, and (v) the possible unenforceability of severability provisions.

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June 2, 2020

Page 3

The opinion contained herein is limited to the matters expressly stated herein, and no opinion may be implied or inferred beyond the opinion expressly stated herein. The foregoing opinion is rendered as of the date hereof and we make no undertaking to supplement or update such opinions, if after the date hereof, factors or circumstances come to our attention or changes in the law occur which could affect such opinion.

We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Company’s Registration Statement on Form S-3 (Registration No. 333-229371) related to the Notes, including information deemed to be a part thereof pursuant to Rule 430B of the Commission (the “Registration Statement”). We also hereby consent to the reference to our firm under the caption “Validity of Securities” in the Company’s prospectus supplement dated May 26, 2020 constituting a part thereof. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Alston & Bird LLP

ALSTON & BIRD LLP

Exhibit 5.2

LOGO

June 2, 2020

Joy Lambert Phillips, Esq.

Executive Vice President, General Counsel and Corporate Secretary

Re: Hancock Whitney Corporation Registration Statement on Form S-3

Ladies and Gentlemen:

I am the Executive Vice President, General Counsel and Corporate Secretary to Hancock Whitney Corporation, a Mississippi corporation (the “Company”). This letter is delivered in connection with the registration of $150 million aggregate principal amount of the Company’s 6.25% Subordinated Notes due 2060 (the “Notes”) under a Registration Statement on Form S-3 (333-229371) filed on January 25, 2019 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Notes were offered for sale pursuant to the base prospectus accompanying the Registration Statement, as supplemented by a prospectus supplement relating to the Notes dated May 26, 2020 (the base prospectus, the prospectus supplement and any amendments thereto, collectively, the “Prospectus”). The Notes are to be issued under an indenture, dated as of March 9, 2015 (the “Base Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 1, dated as of June 2, 2020 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with rendering the opinions set forth below, I, or attorneys under my supervision (including Alston & Bird LLP), have examined the Registration Statement, the Prospectus contained therein, the Indenture, the Articles of Incorporation of the Company, as certified by the Secretary of State of the State of Mississippi, the Bylaws of the Company, resolutions of the Board of Directors of the Company adopted on May 19, 2020. I have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. I have also made such other investigation as I have deemed appropriate.

Based upon the foregoing, I am of the opinion that:

1. The Company is validly existing as a corporation in good standing under the laws of the State of Mississippi and has the corporate power and authority to execute and deliver the Indenture and the Notes.

2. The Company has taken all necessary corporate action to authorize the execution and delivery of the Indenture and the Notes and to perform its obligations thereunder.

The opinions set forth above are subject to the following qualifications, exclusions and limitations:

(a) I express no opinion with respect to the execution, delivery, validity, binding effect or enforceability of any of the Indenture and the Notes.

(b) My opinions are limited to the laws of the State of Mississippi, and I do not express any opinion concerning any other law. Without limiting the generality of the foregoing, I express no opinion with respect to any securities laws or regulations.

The foregoing opinions are being furnished only for the purpose referred to in the first paragraph of this opinion letter. I hereby consent to the filing of this opinion as Exhibit 5.2 to a Current Report on Form 8-K being filed on the date hereof, and incorporated by reference into the Registration Statement. I also hereby consent to the use of my name under the caption “Validity of Securities” in the Prospectus. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

The opinions set forth herein are made as of the date hereof, and I assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if I become aware after the date hereof of any facts that might change the opinions expressed herein.

Very truly yours,

/s/ Joy Lambert Phillips, Esq.

Joy Lambert Phillips, Esq.

Executive Vice President, General Counsel and Corporate Secretary