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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 15, 2021

________________

 

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

(Address of Principal Executive Offices)

39501

(Zip Code)

 

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

 

 

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

Title of Each Class

COMMON STOCK, $3.33 PAR VALUE

6.25% SUBORDINATED NOTES

    

Trading Symbol

HWC

HWCPZ

    

Name of Exchange on Which Registered

The NASDAQ Stock Market, LLC

The NASDAQ Stock Market, LLC

    

 

__________________

 

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. ☐

 

 

 

 

 

Item 8.01Other Events.

On June 15, 2021, Hancock Whitney Corporation (the “Company”) completed its previously announced redemption of all of the $150 million outstanding aggregate principal amount of its 5.95% Subordinated Notes due 2045 (the “Notes”). The Notes (Nasdaq: HWCPL) were redeemed by the Company at 100% of their principal amount, plus accrued and unpaid interest, in accordance with the terms of the indenture governing the Notes (the “Redemption”).

 

A copy of the press release announcing the completion of the Redemption is attached as Exhibit 99.1 to the Current Report Form 8-K and is incorporated herein by reference. The notes no longer trade on the Nasdaq Stock Market (“Nasdaq”) as of close of business June 14, 2021.

 

Item 9.01Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number


Description

99.1

Press Release dated June 15, 2021 announcing the completion of the Redemption of $150 million 5.95% Subordinated Notes due 2045.

104

Cover Page Interactive Data File (embedded within the inline XBRL document)


 

 

 

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.

 

 

 

 

 

 

HANCOCK WHITNEY CORPORATION

 

 

 

 

 

 

 

 

 

June 15, 2021

By:

/s/ Michael M. Achary

 

 

 

Michael M. Achary

 

 

 

Chief Financial Officer

 

 

 

 

 

 

Exhibit 99.1

FOR IMMEDIATE RELEASE

June 15, 2021

 

For more information

Trisha Voltz Carlson, EVP, Investor Relations Manager

504.299.5208 or trisha.carlson@hancockwhitney.com

 

 

Hancock Whitney Corporation Redeems Subordinated Notes

5.95% Notes due 2045 were redeemed on June 15, 2021

 

GULFPORT, Miss. (June 15, 2021) — Hancock Whitney Corporation announced today that it redeemed all of its issued and outstanding 5.95% Subordinated Notes due 2045 (the “2045 Notes). The 2045 Notes (Nasdaq: HWCPL), with an aggregate principal amount of $150 million, were redeemed at 100% of their principal amount, plus the accrued and unpaid interest therein. The 2045 Notes will no longer trade on the Nasdaq Stock Market.

 

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 expected to be included in the second quarter of 2021 financial results.

 

For more information regarding the redemption, please contact the Company’s trustee, The Bank of New York Mellon Trust Company, N.A., at (904) 998-4720.

 

About Hancock Whitney

Since the late 1800s, Hancock Whitney has embodied core values of Honor & Integrity, Strength & Stability, Commitment to Service, Teamwork, and Personal Responsibility. Hancock Whitney offices and financial centers in Mississippi, Alabama, Florida, Louisiana, and Texas offer comprehensive financial products and services, including traditional and online banking; commercial and small business banking; private banking; trust and investment services; healthcare banking; certain insurance services; and mortgage services. The company also operates a loan production office in Nashville, Tennessee. BauerFinancial, Inc., the nation’s leading independent bank rating and analysis firm, consistently recommends Hancock Whitney as one of America’s most financially sound banks. More information is available at www.hancockwhitney.com.

 

Forward Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to the Company’s financial prospects and other projections of its performance, specifically the redemption of the 2045 Notes and the expected impact on NIM. These and other risks and uncertainties detailed in the Company’s periodic reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are

 

 

 

 

qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.

 

- END-