Hancock Whitney (HWC) 8-KRegulation FD Disclosure
Filed: 21 Dec 09, 12:00am
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): December 18, 2009 HANCOCK HOLDING COMPANY (Exact name of registrant as specified in its charter) Mississippi 0-13089 64-0169065 ------------------------- -------------------- ---------------------- (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification Number) incorporation) One Hancock Plaza, 2510 14th Street, Gulfport, Mississippi 39501 ------------------------------------------------------------------ (Address of principal executive offices) (Zip code) (228) 868-4000 ------------------------------------------------------------- (Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT Item 7.01. Regulation FD Disclosure. On December 18, 2009 Hancock Holding Company announced its acquisition of Peoples First Community Bank in an FDIC-assisted transaction. A copy of the press release is attached hereto as Exhibit 99.1. A presentation dated December 18, 2009 relating to the acquisition can be accessed at the following link. http://www.snl.com/irweblinkx/presentations.aspx?iid=100308 Item 8.01. Other Events. On December 18, 2009 Hancock Holding Company announced its acquisition of Peoples First Community Bank in an FDIC-assisted transaction. The press release is included as Exhibit 99.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release issued by Hancock Holding Company dated December 18, 2009, headed "Hancock Holding Company announces major Florida bank acquisition" and related financial statements.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 21, 2009 HANCOCK HOLDING COMPANY (Registrant) By: /s/ Paul D. Guichet -------------------------------- Paul D. Guichet Vice President Investor Relations
HANCOCK HOLDING COMPANY For Immediate Release December 18, 2009 For More Information Carl J. Chaney, President & Chief Executive Officer Michael M. Achary, Chief Financial Officer Paul D. Guichet, VP, Investor Relations & Corporate Governance 800.522.6542 or 228.563.6559 =================================================================================================================== Hancock Holding Company announces major Florida bank acquisition GULFPORT, MS (December 18, 2009) - Hancock Holding Company (NASDAQ: HBHC) - parent company of 110-year old Hancock Bank - today announced the company has acquired the banking operations of Peoples First Community Bank (Peoples First) through a loss-sharing agreement with the Federal Deposit Insurance Corporation (FDIC). Depositors of Peoples First will automatically become depositors of Hancock Bank, and deposits will continue to be insured by the FDIC. Depositors may access their accounts through automated teller machine transactions, checks, and debit card transactions. All offices of People First will open under regular business hours on Saturday, December 19, 2009, and Monday, December 21, 2009, as branches of Hancock Bank. Additionally, checks drawn on Peoples First will continue to be processed, and loan customers should continue to make their payments as usual. Highlights of the combination of Peoples First with Hancock Bank include: • Hancock Bank will acquire approximately $1.8 billion in assets and assume approximately $1.7 billion in liabilities • Other Real Estate Owned will be retained by the FDIC • Discount bid of approximately $236 million and a one percent deposit premium • Immediately accretive to EPS and tangible book value per share • Substantial cash payment from FDIC and expected one-time gain • Loss-sharing agreement where the FDIC covers all acquired loans with reimbursement of 80 percent of losses up to $385 million and 95 percent of losses beyond $385 million • Enables Hancock to enter four strategically important Florida markets (Ft. Walton-Destin, Panama City, Jacksonville, and Orlando) and to expand presence in two existing markets (Pensacola and Tallahassee) • Pro forma capital remains very strong and provides cushion for additional acquisitions Commenting on the acquisition, Hancock Holding Company President and Chief Executive Officer Carl J. Chaney said, "We are very pleased to welcome Peoples First customers and associates to the Hancock family. Peoples First depositors can rest assured their deposits remain safe, secure, and accessible. The FDIC continues to insure their deposits to the fullest extent permitted, reinforced by the proactive risk management of one of the country's strongest, safest financial institutions, Hancock Bank."
BauerFinancial, Inc., a leading independent bank analysis and research firm, recently rated Hancock Bank among America's most financially sound banks for the 20th consecutive year. Chaney also emphasized Hancock's business-as-usual plan to ensure no service interruptions for Peoples First customers. "The loss-sharing arrangement with the FDIC lessens the significant credit risk that usually accompanies a more traditional merger or acquisition. This transaction is a strategic growth opportunity for Hancock Bank with a Florida banking team that shares the same type of community commitment and core values that have distinguished Hancock since 1899. This partnership further expands Hancock's current Florida footprint into attractive, long-term growth markets in the Florida Panhandle, and Central Florida," said Chaney. Peoples First has 29 branches across the Florida Panhandle and Central Florida, including metropolitan centers such as Pensacola, Panama City, Jacksonville, and Orlando. With this transaction, Hancock will increase the company's total banking and financial services offices to more than 180 locations in Florida, Alabama, Mississippi, and Louisiana. Keefe Bruyette & Woods, Inc., advised Hancock Holding Company on the transaction. Additional information about this transaction is available in a supplemental PDF presentation to be posted to the Investor Relations portion of Hancock's web site (www.hancockbank.com) on Friday, December 18, 2009, at approximately 5:30 p.m. (CST). About Hancock Holding Company Hancock Holding Company - parent company of Hancock Bank (Mississippi and Florida), Hancock Bank of Louisiana, and Hancock Bank of Alabama - had assets of approximately $6.8 billion as of September 30, 2009. Founded in 1899, Hancock Bank has ranked as one of the nation's Top 10 Best Banks for two years in a row, according to Bank Director Magazine, and is listed by Forbes.com among the Top 100 Most Trustworthy Companies. More corporate information and e-banking are available at www.hancockbank.com. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about companies' anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects the companies from unwarranted litigation if actual results are different from management expectations. This release contains forward-looking statements and reflects management's current views and estimates of future economic circumstances, industry conditions, company performance, and financial results. These forward-looking statements are subject to a number of factors and uncertainties which could cause the Company's actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements. -30-