Hancock Whitney Corporation, parent company of Hancock Whitney Bank, and MidSouth Bancorp, Inc., parent company of MidSouth Bank, announced today that they have entered into a definitive agreement for MidSouth to merge into Hancock Whitney in a stock-for-stock transaction, a release on the Globe Newswire states.

Here’s the release:

“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 Whitney

Since 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 MidSouth

MidSouth 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.