Hancock Whitney to Buy Trustmark in $3.2 Billion All-Stock Deal; HWC Shares Fall 10%

HWC agreed on November 12 to acquire Trustmark (TRMK) in an all-stock transaction valued at approximately $3.2 billion, according to the companies' joint press release filed with the SEC. Trustmark shareholders will receive 0.7463 Hancock Whitney shares for each share they own, which the investor presentation priced at about $54.02 per share, or 1.78 times tangible book value, based on Hancock Whitney's November 11 close. Hancock Whitney holders will own about 65% of the combined company and Trustmark holders about 35%.

The deal creates a Gulf South lender with approximately $58 billion in assets, about $48 billion in deposits, about $40 billion in loans and roughly 370 branches across six Southeastern states, per the presentation and Banking Dive. The combined bank keeps the Hancock Whitney name and its Gulfport, Mississippi headquarters, with John Hairston as president and CEO. Five Trustmark directors, including CEO Duane Dewey, will join the Hancock Whitney board, and Trustmark branches are expected to convert to the Hancock Whitney brand in late 2027.

The financial case rests on cost cuts. Management projects $205.5 million of pre-tax run-rate expense savings, equal to 35% of Trustmark's noninterest expense, with 37.5% realized in 2027 and the full amount thereafter, against about $250 million of one-time merger costs. The companies expect the deal to be about 7% accretive to Hancock Whitney's 2028 EPS and about 7% dilutive to tangible book value per share, with an earn-back of about 2.8 years.

The market's first read favored the seller. By about 1:35 pm ET, Hancock Whitney shares were down 10.0% at $65.15 on volume roughly 3.6 times normal, while Trustmark rose 5.5% to $48.07, according to SentiSense data. At that price the exchange ratio values each Trustmark share at about $48.62, well below the $54.02 implied at announcement. What to watch: regulatory and shareholder approvals ahead of an expected close late in the first quarter of 2027, and whether the 35% cost-save target holds through the systems conversion.