Hancock Holding Company Announces Cash Tender Offer for Whitney Bank Notes

GULFPORT, Miss., June 18, 2012 /PRNewswire/ -- Hancock Holding Company (Nasdaq:HBHC) today announced that Whitney Bank (the "Bank"),  a wholly-owned subsidiary of Hancock Holding Company, has commenced a cash tender offer (the "Offer") to purchase up to $75,000,000 aggregate principal amount, which may be increased by the Bank in its sole discretion (the "Maximum Tender Amount"), of its 5.875% Subordinated Notes due 2017 (the "Notes").  The terms and conditions of the Offer are set forth in an Offer to Purchase dated today (the "Offer to Purchase") and a Letter of Transmittal (the "Letter of Transmittal"), both of which are being sent to holders of the Notes.

The following table summarizes the material pricing terms of the Offer:

Holders have until 11:59 p.m., New York City time, on July 16, 2012 (the "Expiration Date") to tender their Notes, subject to the right of the Bank to extend or early terminate the Offer. Holders who tender their Notes before 5:00 p.m., New York City time, on June 29, 2012 (the "Early Tender Deadline") will be eligible to receive an early tender payment of $30 per $1,000 principal amount of Notes validly tendered before the Early Tender Deadline, not validly withdrawn and accepted for purchase (the "Early Tender Payment") if the Offer is consummated.

The "Total Consideration" per each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the Offer will be determined in the manner described in the Offer to Purchase by using a fixed spread of 295 basis points over the bid-side yield to maturity of the 0.625% U.S. Treasury Note due May 31, 2017 (based on the price for such Treasury security at 2:00 p.m., New York City time), on July 12, 2012 (such time and date as the same may be extended).  Tendering holders will also receive accrued and unpaid interest on their Notes up to, but excluding, the date of payment of the consideration for Notes accepted for purchase.  Holders of Notes that are validly tendered and not validly withdrawn before the Early Tender Deadline will receive the Total Consideration (which includes the Early Tender Payment) if the Notes are accepted for payment, subject to proration, and Holders of Notes validly tendered after the Early Tender Deadline but prior to the Expiration Date will receive the Tender Offer Consideration, which equals the Total Consideration minus the Early Tender Payment, if the Notes are accepted for payment, subject to proration. The Total Consideration will be announced by news release promptly after its determination.

The Offer is not conditioned upon any minimum amount of Notes being tendered, but is subject to a number of other terms and conditions.  The Bank, in its sole discretion, may, where possible, waive any of the conditions to the Offer. Subject to the terms and conditions of the Offer, the Bank will accept for payment, as promptly as practicable after the Expiration Date, up to the Maximum Tender Amount of Notes validly tendered and not validly withdrawn, subject to proration. In the event that more than the Maximum Tender Amount of Notes are tendered, the aggregate principal amount of Notes per holder accepted for payment will be reduced pro rata.

Notes tendered pursuant to the Offer may be validly withdrawn at any time before 5:00 p.m. New York City time, on June 29, 2012 (the "Withdrawal Time"). Any Notes tendered before the Withdrawal Time that are not validly withdrawn before the Withdrawal Time may not be withdrawn thereafter, and any Notes tendered after the Withdrawal Time may not be withdrawn, unless in either case the Bank is otherwise required by applicable law to permit the withdrawal or the Bank elects to allow such withdrawal. 

Sandler O'Neill & Partners, L.P. is the Dealer Manager for the Offer.  Persons with questions regarding the Offer should contact Sandler O'Neill & Partners, L.P. at 212-466-7807 (collect) or 866-805-4128 (toll-free).  Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the Offer, at 212-430-3774 (for banks and brokers only) or 866-873-7700 (for all others and toll-free) or in writing at 65 Broadway - Suite 404, New York, NY 10006, Attention: Corporate Actions.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The Offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal.  None of the Bank, the dealer manager or the information agent and depositary makes any recommendations as to whether holders should tender their Notes pursuant to the Offer.  Holders must make their own decisions as to whether to tender Notes and, if so, the principal amount of Notes to tender.

About Hancock Holding Company

Hancock Holding Company, the parent company of Hancock Bank and Whitney Bank, operates a combined total of almost 260 full-service bank branches and more than 350 ATMs across a Gulf south corridor comprising South Mississippi; southern and central Alabama; southern Louisiana; the northern, central, and Panhandle regions of Florida; and Houston, Texas.

The Hancock Holding Company family of financial services companies also includes Hancock Investment Services, Inc.; Hancock Insurance Agency and Whitney Insurance Agency, Inc.; and corporate trust offices in Gulfport and Jackson, Miss., New Orleans and Baton Rouge, La., and Orlando, Fla.; and Harrison Finance Company. 

Additional information is available at www.hancockbank.com and www.whitneybank.com.

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, and we intend such forward-looking statements to be covered by the safe harbor provisions therein and are including this statement for purposes of invoking these safe-harbor provisions.  Forward-looking statements provide projections of results of operations or of financial condition or state other forward-looking information, such as expectations about future conditions and descriptions of plans and strategies for the future.  

Hancock's ability to accurately project results or predict the effects of future plans or strategies is inherently limited.  Although Hancock believes that the expectations reflected in its forward-looking statements are based on reasonable assumptions, actual results and performance could differ materially from those set forth in the forward-looking statements.  Factors that could cause actual results to differ from those expressed in Hancock's forward-looking statements include, but are not limited to, those risk factors outlined in Hancock's public filings with the Securities and Exchange Commission, which are available at the SEC's internet site (http://www.sec.gov).

You are cautioned not to place undue reliance on these forward-looking statements.  Hancock does not intend, and undertakes 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.

SOURCE Hancock Holding Company