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): October 21, 2019
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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 |
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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 8.01 Other Events.
On October 21, 2019, Hancock Whitney Corporation (“Hancock Whitney”) issued a press release announcing that it has entered into an accelerated share repurchase (“ASR”) agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”) to repurchase $185 million of Hancock Whitney’s common stock. The ASR agreement was entered into under Hancock Whitney’s current stock buyback program, announced on September 23, 2019, under which Hancock Whitney is authorized to purchase up to 5.5 million shares of Hancock Whitney common stock prior to December 31, 2020.
Under the ASR agreement, Hancock Whitney will make a $185 million payment to Morgan Stanley on October 21, 2019, and receive from Morgan Stanley on the same day an initial delivery of approximately 3.6 million shares of Hancock Whitney common stock, representing approximately 75% of the estimated total number of shares to be repurchased based on the closing price of Hancock Whitney common stock on October 18, 2019. The final number of shares to be repurchased will be based generally on the volume-weighted average price per share of the Hancock Whitney common stock during the term of the ASR agreement, less a discount and subject to possible adjustments in accordance with the terms of the ASR agreement. Final settlement of the ASR agreement is scheduled to occur no later than the third quarter of 2020.
A copy of the press release entitled “Hancock Whitney Announces Accelerated Share Repurchase” is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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.
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| | HANCOCK WHITNEY CORPORATION | |
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October 21, 2019 | By: | /s/ Michael M. Achary | |
| | Michael M. Achary | |
| | Chief Financial Officer | |
