Hancock Holding Company Announces Preliminary Results For Cash Tender Offer For Whitney Bank Notes

GULFPORT, Miss., July 2, 2012 /PRNewswire/ -- Hancock Holding Company (Nasdaq: HBHC) today announced the preliminary results of the previously announced cash tender offer (the "Offer") by Whitney Bank (the "Bank"), its wholly-owned subsidiary, to purchase up to $75,000,000 (the "Maximum Tender Amount") aggregate principal amount of its 5.875% Subordinated Notes due 2017 (the "Notes").  As of 5:00 p.m., New York City time, on June 29, 2012 (the "Early Tender Deadline"), $51,779,000 of the aggregate principal amount of Notes have been validly tendered and not validly withdrawn, according to information received from Global Bondholder Services Corporation, the Information Agent and Depositary for the Offer.  The Offer will expire at 11:59 p.m., New York City time, on July 16, 2012, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Date"). 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.  Definitive tender offer results will not be available until after the Expiration Date.

Holders who validly tendered and did not validly withdraw their Notes before 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 and 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.

Previously tendered Notes may not be validly withdrawn after the "Withdrawal Time," which expired at 5:00 p.m. New York City time, on June 29, 2012 (the "Withdrawal Time"), and any Notes tendered after the Withdrawal Time may not be withdrawn, unless required by applicable law or the Bank elects to allow such withdrawal.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

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.

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