On December 30, 2016, Whitney Bank, the banking subsidiary of
Hancock Holding Company (“Whitney Bank”), entered into a
purchase and assumption agreement (the “Purchase Agreement”)
with First NBC Bank, the banking subsidiary of First NBC Bank
Holding Company (“FNBC Bank”). Under the Purchase Agreement,
Whitney Bank will acquire approximately $1.3 billion in loans and
nine branch locations (along with associated personal property
and fixtures), and will assume approximately $511 million in
transaction deposits and approximately $605 million in Federal
Home Loan Bank of Dallas borrowings (all balances as of December
28, 2016). Whitney Bank will purchase the loans at net book value
and the owned real property at the greater of book value and
market value. Whitney acquired approximately $160 million of the
$1.3 billion in loans on January 4, 2017. In addition, FNBC Bank
also has the option to sell a second tranche of the loans, with
an aggregate principal amount of not more than $130 million,
within 30 business days of the date of the Purchase Agreement.

The transaction is expected to be completed in full during the
first quarter of 2017 and is subject to certain closing
conditions, receipt of regulatory approvals and other customary
closing conditions.

The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, which is
attached hereto as Exhibit 1.1 and is incorporated herein by
reference. The representations, warranties and covenants of each
party set forth in the Purchase Agreement have been made only for
purposes of, and were and are solely for the benefit of the
parties to, the Purchase Agreement, may be subject to limitations
agreed upon by the contracting parties, including being qualified
by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Purchase Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors.
Accordingly, the representations and warranties may not describe
the actual state of affairs at the date they were made or at any
other time, and investors should not rely on them as statements
of fact. In addition, such representations and warranties (1)
will not survive consummation of the transactions contemplated by
the Purchase Agreement, unless otherwise specified therein, and
(2) were made only as of the date of the Purchase Agreement or
such other date as is specified in the Purchase Agreement.
Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the
date of the Purchase Agreement, which subsequent information may
or may not be fully reflected in the parties’ public
disclosures. Accordingly, the Purchase Agreement is included with
this filing only to provide investors with information regarding
the terms of the Purchase Agreement, and not to provide investors
with any other factual information regarding Whitney Bank or FNBC
Bank or any of their respective affiliates or businesses.

Item 9.01. Exhibits

(d) Exhibits.

Exhibit No.		Description
Exhibit 1.1		Purchase Agreement by and between Whitney Bank and First NBC Bank, dated December 30, 2016