Hancock Holding Company Announces Consideration for Cash Tender Offer for Whitney Bank Notes

GULFPORT, Miss., July 12, 2012 /PRNewswire/ -- Hancock Holding Company (Nasdaq:HBHC) today announced the reference yield, Total Consideration and Tender Offer Consideration for the previously announced cash tender offer (the "Offer") by Whitney Bank (the "Bank"), its wholly-owned subsidiary, to purchase up to $75,000,000 aggregate principal amount (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 (the "Offer to Purchase") and a Letter of Transmittal (the "Letter of Transmittal"), each dated June 18, 2012.

The Offer will expire at 11:59 p.m., New York City time, on July 16, 2012 (the "Expiration Date"), subject to the right of the Bank to extend or early terminate the Offer. Holders who validly tendered and did not validly withdraw their Notes before 5:00 p.m., New York City time, on June 29, 2012 (the "Early Tender Deadline") and whose Notes are accepted for purchase will receive the Total Consideration (as described below), which includes the Early Tender Payment (as defined below).  Holders who tender their Notes after the Early Tender Deadline but on or before the Expiration Date will be eligible to receive the "Tender Offer Consideration," which equals the Total Consideration minus the early tender payment of $30 per $1,000 principal amount of Notes validly tendered (the "Early Tender Payment"), if the Notes are accepted for payment.

The "Total Consideration" per each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the Offer was calculated by Sandler O'Neill & Partners, L.P., the Dealer Manager for the Offer, as of 2:00 p.m., New York City time, on July 12, 2012, in the manner described in the Offer to Purchase by using a fixed spread over the reference yield, each as specified in the table below, and assuming that the Payment Date (as defined below) will occur on July 17, 2012.  The Total Consideration includes the Early Tender Payment.  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 (the "Payment Date").  Subject to the terms and conditions of the Offer, the Payment Date will follow as promptly as practicable after the Expiration Date.

(1) Total Consideration per $1,000 principal amount of Notes accepted for purchase includes the Early Tender Payment of $30 per $1,000 principal amount of Notes accepted for purchase.

Previously tendered Notes may not be validly withdrawn after the "Withdrawal Time," which expired at 5:00 p.m. New York City time, on June 29, 2012 (the "Withdrawal Time"), and any Notes tendered after the Withdrawal Time may not be withdrawn, unless required by applicable law or the Bank elects to allow such withdrawal. 

The Offer is not conditioned upon any minimum amount of Notes being tendered, but is subject to a number of other terms and conditions described in the Offer to Purchase.  The Bank, in its sole discretion, may, where possible, waive any of the conditions to the Offer.

The amount of Notes purchased in the Offer is subject to the Maximum Tender Amount and may result in proration if, at the Expiration Date, the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeds the Maximum Tender Amount.  In such case, the sum of each holder's validly tendered Notes accepted for payment will be determined by multiplying the principal amount of each holder's tender by the proration factor, and rounding the product down to the nearest integral multiple of $1,000, as determined by the Bank in its sole discretion.  The Bank will not accept any tender of Notes that would result in the purchase of less than $1,000 principal amount of Notes after proration.  The proration factor, if necessary, will be determined by the Bank as soon as practicable after the Expiration Date and announced by press release or other permitted means.

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