Hancock Whitney Corporation (“Hancock Whitney”) (NASDAQ: HWC),
parent company of Hancock Whitney Bank, and MidSouth Bancorp, Inc.
(“MidSouth”) (NYSE: MSL), parent company of MidSouth Bank, N.A.,
announced today that they have entered into a definitive agreement
for MidSouth to merge into Hancock Whitney in a stock-for-stock
transaction.
“We are pleased to have MidSouth join the
Hancock Whitney franchise”, said John M. Hairston, President and
CEO. “The merger fits perfectly with our stated strategies of
adding scale and enhancing value through in-market, financially
accretive, low-risk transactions that strengthen our current
franchise and provide opportunities for future growth.”
Consistent with Hancock Whitney’s M&A
strategy, the transaction is primarily an in-market acquisition of
$1.7 billion in assets, with a balance sheet comprised of
approximately $900 million in high-yielding loans, $1.4 billion of
low-cost deposits and a footprint that allows for significant cost
savings. MidSouth’s franchise will provide enhanced opportunities
for growth in several of our current markets, such as their home
market of Lafayette, Louisiana, as well as opportunities for
expansion in newer markets in Louisiana and Texas.
Jim McLemore, President and CEO of MidSouth
commented, “We have much in common with Hancock Whitney, including
a shared culture of client focus and relationship banking. This
merger will provide our customers, employees, and shareholders the
benefits of scale it would have taken years for us to accomplish
independently.”
Under the terms of the agreement, each share of
MidSouth Bancorp, Inc. common stock will convert to the right to
receive 0.2952 shares of Hancock Whitney Corporation common stock.
Per the merger agreement, the conversion ratio reflects a per share
value of $12.75 per MidSouth common share. The parties anticipate
redeeming all of MidSouth’s outstanding preferred stock at closing
subject to receipt of applicable governmental approvals.
Estimated Transaction Summary
(projected at closing; excludes merger costs)
Price to adjusted
tangible book value (TBV) |
1.4x |
Adjusted core deposit premium |
5% |
EPS accretion (fully phased-in) |
$0.13-$0.15 |
TBV Dilution |
less than 80bps |
Cash Return on Invested Capital (ROIC) |
>20% |
The transaction is expected to close with a
simultaneous systems conversion in late third quarter of 2019. Pro
forma information assumes 50%-55% cost savings (based on MidSouth’s
2019/2020 street estimates), and is accretive to Hancock Whitney’s
EPS beginning in the first quarter of 2020.
The transaction is subject to the satisfaction
of certain customary closing conditions including receipt of
regulatory and MidSouth shareholder approval. Morgan Stanley &
Co. LLC is serving as financial advisor to Hancock Whitney and
Wachtell, Lipton, Rosen & Katz is serving as legal advisor.
Sandler O’Neill + Partners, L.P. is serving as financial advisor to
MidSouth and Troutman Sanders LLP is serving as legal advisor.
There is no conference call scheduled. A slide
presentation related to the proposed transaction is included in
Hancock Whitney’s 8-K filing and is also posted under the
“Presentations” tab in the “News and Market Data” section of the
Investor Relations website at www.hancockwhitney.com/investors.
About Hancock WhitneySince 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, as well as trust and asset management offices
in New Jersey and New York. 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.
About MidSouthMidSouth Bancorp,
Inc. is a bank holding company headquartered in Lafayette,
Louisiana, with assets of $1.7 billion as of March 31, 2019.
MidSouth Bancorp, Inc. trades on the NYSE under the symbol “MSL.”
Through its wholly owned subsidiary, MidSouth Bank, N.A., MidSouth
offers a full range of banking services to commercial and retail
customers in Louisiana and Texas. MidSouth Bank currently has 42
locations in Louisiana and Texas and is connected to a worldwide
ATM network that provides customers with access to more than 55,000
surcharge-free ATMs. Additional corporate information is available
at www.MidSouthBank.com.
Important Cautionary Statement about
Forward-Looking StatementsThis 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. Forward-looking
statements that we may make include statements regarding our
expectations regarding the business combination, our performance
and financial condition, the integration of MidSouth with Hancock
Whitney, deposit trends, credit quality trends, changes in interest
rates, net interest margin trends, future expense levels, future
profitability, improvements in expense to revenue (efficiency)
ratio, purchase accounting impacts, accretion levels and expected
returns. Also, any statement that does not describe historical or
current facts is a forward-looking statement. These statements
often include the words “believes,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,” “forecast,” “goals,” “targets,”
“initiatives,” “focus,” “potentially,” “probably,” “projects,”
“outlook", or similar expressions or future conditional verbs such
as “may,” “will,” “should,” “would,” and “could.” Forward-looking
statements are based upon the current beliefs and expectations of
management and on information currently available to management.
Our statements speak as of the date hereof, and we do not assume
any obligation to update these statements or to update the reasons
why actual results could differ from those contained in such
statements in light of new information or future events.
Forward-looking statements are subject to significant risks and
uncertainties, including among others: the possibility that
expected benefits of the proposed transaction may not materialize
in the timeframe expected or at all, or may be more costly to
achieve; the proposed transaction may not be timely completed, if
at all; that prior to the completion of the proposed transaction or
thereafter, Hancock Whitney’s and MidSouth’s respective businesses
may not perform as expected due to transaction-related uncertainty
or other factors; that the parties are unable to successfully
implement integration strategies related to the proposed
transaction; that required regulatory, shareholder or other
approvals for the merger or related transactions are not obtained
or the conditions to the parties’ obligations to complete the
merger are not satisfied in a timely manner or at all; reputational
risks and the reaction of the companies’ shareholders, customers,
employees or other constituents to the proposed transaction; and
diversion of management time on merger-related matters. These
risks, as well as other risks relating to the parties and the
proposed transaction, will be more fully discussed in the Proxy
Statement/Prospectus that will be included in the Registration
Statement on Form S-4 that will be filed with the SEC in connection
with the proposed transaction. While the list of factors presented
here is, and the list of factors presented in the Registration
Statement will be, considered representative, no such lists should
be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. Any
forward-looking statement made in this release is subject to the
safe harbor protections set forth in the Private Securities
Litigation Reform Act of 1995. Investors are cautioned against
placing undue reliance on such statements. Actual results may
differ materially from those set forth in the forward looking
statements. Additional factors that could cause actual results to
differ materially from those described in the forward-looking
statements can be found in Part I, “Item 1A. Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2018 and
in other periodic reports that we file with the SEC.
Important Additional Information and
Where to Find It This communication is being made in
respect of the proposed merger transaction between Hancock Whitney
and MidSouth. In connection with the proposed merger, Hancock
Whitney will file with the SEC a Registration Statement on Form S-4
that will include the Proxy Statement of MidSouth and a Prospectus
of Hancock Whitney, as well as other relevant documents regarding
the proposed transaction. A definitive Proxy Statement/Prospectus
will be sent to MidSouth shareholders. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
MidSouth shareholders are urged to read the Registration Statement
and the Proxy Statement/Prospectus when it becomes available, along
with any other documents filed by Hancock Whitney and MidSouth with
the SEC, and any amendments or supplements to these documents,
because they will contain important information regarding the
merger and the parties to the merger. A free copy of the Proxy
Statement/Prospectus, as well as other filings containing
information about Hancock Whitney and MidSouth, may be obtained at
the SEC’s Internet site (http://www.sec.gov). You will also be able
to obtain these documents, free of charge, from Hancock Whitney at
www.hancockwhitney.com under the heading “SEC Filings” or from
MidSouth at www.midsouthbank.com under the heading “SEC Filings”.
Copies of the Proxy Statement/Prospectus can also be obtained, free
of charge, by directing a request to Hancock Whitney Corporation,
Hancock Whitney Plaza, 2510 14th Street, Gulfport, Mississippi
39501, Attention: Investor Relations, by calling 504.299.5208, or
by sending an e-mail to trisha.carlson@hancockwhitney.com, or by
directing a request to MidSouth Bancorp, Inc., 102 Versailles
Boulevard, Lafayette, Louisiana 70501, Attention: Investor
Relations, by calling 337.593.3143, or by sending an e-mail to
lorraine.miller@midsouthbank.com.
Participants in the
Solicitation Hancock Whitney, MidSouth, and certain of
their respective directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding Hancock
Whitney’s directors and executive officers is available in its
definitive proxy statement, which was filed with the SEC on March
12, 2019. Information regarding MidSouth’s directors and executive
officers is available in its definitive proxy statement, which was
filed with the SEC on April 17, 2018, and certain of its Current
Reports on Form 8-K. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the Proxy Statement/Prospectus and other relevant
materials filed with the SEC. Free copies of this document may be
obtained as described above under “Important Additional Information
and Where to Find It.”
For more informationTrisha
Voltz Carlson, EVP, Investor Relations Manager504.299.5208 or
trisha.carlson@hancockwhitney.com
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