8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_______________
Form 8-KCurrent Report_______________
Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
December 30, 2016Date of Report (Date of earliest event reported)

HANCOCK HOLDING COMPANY(Exact name of registrant as specified in its charter)_____________
Commission file number : 001-36872

Mississippi	64-0693170
(State of incorporation)	(I.R.S. Employer Identification No.)
One Hancock Plaza
2510 14th Street
Gulfport, Mississippi	39501
(Address of principal executive offices)	(Zip Code)

(228) 868-4000(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.

On December 30, 2016,  Hancock Holding Company (the "Company") issued a press release announcing that its bank subsidiary, Whitney Bank, had entered into an agreement to purchase certain assets and assume certain liabilities from First NBC Bank.  A copy of the press release announcing the agreement is furnished hereto as Exhibit 99.1.  The Company also made available an investor presentation relating to the transaction that is furnished hereto as Exhibit 99.2.  In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall the information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01.Exhibits.

(d)Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press Release dated December 30, 2016
Exhibit 99.2	Investor Presentation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HANCOCK HOLDING COMPANY
By:	/s/ Michael M. Achary
	Michael M. Achary
	Chief Financial Officer

Date: December 30, 2016

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release dated December 30, 2016
Exhibit 99.2	Investor Presentation

EX-99

Exhibit 99.1

For Immediate Release

December 30, 2016

For More Information

Trisha Voltz Carlson, SVP Investor Relations Manager

504.299.5208 or trisha.carlson@hancockwhitney.com

Whitney to Acquire 9 Branches and Certain Assets and Liabilities from First NBC

Strengthens Whitney's position as a top banking institution in Greater New Orleans

GULFPORT, Miss.  (December 30, 2016) — Hancock Holding Company (Nasdaq: HBHC) today announced that its banking subsidiary, Whitney Bank ("Whitney"), has signed a purchase agreement to acquire approximately $1.3 billion in loans, 9 branch locations with approximately $500 million in transaction and savings deposits, and to assume approximately $600 million in FHLB borrowings from First NBC Bank Holding Company's (Nasdaq: FNBC) banking subsidiary First NBC Bank ("First NBC"). Whitney will acquire approximately $160 million of the identified loans on or before January 4, 2017.

"We are pleased to be able to quickly deploy a portion of our recent capital raise to strategically grow our company," said John M. Hairston President & CEO. "The purchase of these assets and liabilities will strengthen our position in Greater New Orleans, where we already enjoy one of the top market share positions, and we expect the transaction will add approximately $26 million of incremental annual earnings once completed."

Below is a list of the branches, including PP&E, which are being acquired.

 3335 Saint Charles Avenue, New Orleans, Louisiana

 521 Veterans Memorial Blvd, Metairie, Louisiana

 4900 Veterans Memorial Blvd, Metairie, Louisiana

 2021 Carol Sue Avenue, Terrytown, Louisiana

 400 W Oak Street, Amite, Louisiana

 4001 Pontchartrain Drive, Slidell, Louisiana

 2130 Gause Blvd W, Slidell, Louisiana

 64243 Highway 41, Pearl River, Louisiana

 1241 Saint Charles Street, Houma, Louisiana

A slide presentation related to the transaction is posted in the presentations link under the News & Market Data tab on the company's website at www.hancockwhitney.com/investors.

The transaction is expected to close during the first quarter of 2017 and is subject to certain closing conditions, receipt of regulatory approval and other customary closing conditions. Morgan Stanley & Co. LLC is serving as financial advisor to Hancock and Wachtell, Lipton, Rosen & Katz is serving as legal advisor.

About Hancock Holding Company

Hancock Holding Company is a financial services company with regional business headquarters and locations across the Gulf South. The company's banking subsidiary provides comprehensive financial products and services through Hancock Bank locations in Mississippi, Alabama, and Florida and Whitney Bank locations in Louisiana and Texas, including traditional, online, and mobile banking; commercial and small business banking; private banking; trust and investment services; certain insurance services; and mortgage services. The company operates a loan production office in Nashville, Tennessee. More information is available at www.hancockwhitney.com.

Important Cautionary Statement About Forward-Looking Statements This 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.  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. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward looking statements, including as a result of changes in the level of loans and deposits to be acquired, the ability to retain customers following closing, receipt of certain third party approvals and the ability to realize expected cost savings. 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, 2015 and in other periodic reports that we file with the SEC.

— END —

EX-99

Exhibit 99.2

 December 30, 2016  Strengthening Whitney’s Position as a Market Leader in Greater New OrleansWhitney to Acquire 9 Branches and Certain Assets and Liabilities from First NBC 

 Important Cautionary Statement About Forward-Looking Statements  This presentation 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. 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. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements, including as a result of changes in the level of loans and deposits to be acquired, the ability to retain customers following closing, receipt of certain third party approvals and the ability to realize expected cost savings. 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, 2015 and in other periodic reports that we file with the SEC. 

 Transaction Highlights  In-market, strategic transaction to opportunistically add scale in the Greater New Orleans areaAcquiring approximately $1.3 billion of loans (will acquire approximately $160 million of the identified loans on or before January 4, 2017)Acquiring 9 branches with approximately $500 million of transaction and savings (non-time) deposits Assuming approximately $600 million in FHLB borrowingsLeverages incremental capital raise in franchise-enhancing, accretive, low-risk transactionHighlights Whitney’s commitment to the Greater New Orleans marketApproximately $237 million cash acquisition cost (approximately $193 million incremental assets vs. liabilities)Will add over $25 million of incremental annual run rate earnings$1.3 billion of relationship loans with an average yield >5%Adds $1.1 billion of deposits and borrowings with an average cost of approximately 0.84%20%+ IRR Hands-on local knowledge of market dynamicsExtensive portfolio diligence conducted Estimated a 4.0% gross loan mark to be assumed on acquired loansProactive consultation with primary regulators   StrategicRationale  Financially Compelling  Prudent Risk  First NBC balance information as of December 28, 2016 

 Compelling Financial Impact  50 bps  10bps  Immediately accretive to financial returns and strategic positioning in New OrleansAttractive returns for shareholdersLow risk integrationDecreases size of pro forma energy exposure to 8.0% of total loans (from 8.7% at September 30, 2016)Maintains capital and liquidity strength  (1) Based on fully phased-in annual incremental earnings estimate  (1) 

 Compelling Financial Impact (cont’d)  Illustrative Pro Forma Metrics  Key Metrics  3Q16  Equity Raise (12-16-16)  First NBC Transaction  3Q16 Pro Forma  Total Loans (billions)   $16.1    -    $1.2*    $17.3   Total Deposits (billions)   $18.9    -    $0.5    $19.4   Loans / Deposits (%)  85.1  -  -  89.3  Other Liabilities (billions)   $1.7    -    $0.6    $2.3   Tang. Common Equity (billions)   $1.8    $0.26    ($0.1)   $1.9   CET1 Ratio (%)   10.1    -    -    10.2   3Q16 Earnings (Annualized) (millions)   $187    -    $26 (1)    $213   Avg. Diluted Shares (millions)   77.7    6.3    -    84.0   Tang. Book Value per Share  $22.89  -  -  $23.02  Implied EPS (Annualized)   $2.35    -    -    $2.48   * Net of estimated 4% loan mark(1) Represents fully phased-in annual earnings estimate 

 Strengthening Attractive New Orleans MSA   Hancock/Whitney (200) Acquired Branches (9)      Rank  Bank  Branches (#)  Deposits ($ in billions)  Market Share (%)  1  Capital One  44  9.3  26.0  2  Whitney Pro Forma  51  7.0  19.6  2  Whitney (pre-transaction)  44  6.5  18.0  3  JPMorgan  36  5.2  14.5  4  First NBC (pre-transaction)   27  3.5  10.2  5  Regions   34  2.9  8.1  Deposit Market Share - New Orleans MSA*  Geographic Overview  Acquiring Branches in Orleans, Jefferson, St. Tammany, Terrebonne and Tangipahoa Parishes  * Based on 6-30-2016 FDIC deposit market share data  Source: SNL 

 Diversified Loan Portfolio  Category  9-30-16 ($ millions)  % of Total Balance  C&I (excl energy)  7,636  48%  Energy  1,400  9%  CRE  1,990  12%   C&D  947  5%   Mortgage  2,037  13%   Consumer  2,061  13%  Total  16,071   100%     Yield on Loans  4.02%  Category  Current Balance ($ millions)  % of Total Balance  C&I (excl energy)  370  29%   Energy  --  --  CRE  558  43%   C&D  135  10%   Mortgage  219  17%   Consumer  12  1%  Total  1,294   100%   Yield on Loans  5.10%  Category  9-30-16 Pro Forma ($ millions)  % of Total Balance  C&I (excl energy)  8,006  46%   Energy  1,400  8%  CRE  2,548   15%   C&D  1,082   6%   Mortgage  2,256   13%   Consumer  2,073  12%  Total  17,365   100%   Yield on Loans  4.10%  +  * As of September 30, 2016  Pro Forma*  $1.3 Billion Acquired Loans 

 High Quality Loans Acquired with Limited Credit Risk  Acquiring a portfolio of approximately $1.3 billion of loans in markets that we know well and with loan products that we already offerComprehensive, in-depth loan diligence conducted on acquired First NBC portfolioEstimated 4% loan mark on acquired portfolio (approximately $52 million)Conservative loan portfolio methodology consistent with Hancock credit cultureAcquiring a 100% performing portfolioNo nonperforming loans or OREOWell-diversified portfolio reduces exposure riskNo energy loans acquired in the transactionDecreases size of pro forma energy exposure to 8.0% of total loans as of September 30, 2016Adequate pro forma reserve coverage (implies an increase of approximately 20 bps to 1.7% of gross loan portfolio, inclusive of mark on newly acquired portfolio) 

 No Time Deposits Acquired  Category  9-30-16 ($ millions)  % of Total Balance  Noninterest -bearing  7,543  40%   Interest Bearing Public Funds  2,394   13%   Interest Bearing Trans & Savings  6,620   35%   Time Deposits  2,328  12%   Total  18,885   100%    Cost of Deposits  0.27%  +  * As of September 30, 2016  9 Branches  Category  DepositBalance ($ millions)  % of Total Balance  Noninterest-bearing  48  9%   Interest Bearing Public Funds  --   0%   Interest Bearing Trans & Savings  463   91%   Time Deposits  --  0%   Total  511   100%  Cost of Deposits  0.88%  Category  9-30-16 Pro Forma ($ millions)  % of Total Balance  Noninterest-bearing  7,591  39%   Interest Bearing Public Funds  2,394   12%   Interest Bearing Trans & Savings  7,083  37%   Time Deposits  2,328  12%   Total  19,396  100%  Cost of Deposits  0.29%  Pro Forma* 

 Transaction Summary  Transaction is between Hancock Holding Company’s banking subsidiary Whitney Bank (“Whitney”) and First NBC Bank Holding Company’s banking subsidiary First NBC Bank (“First NBC”)First NBC balance information as of December 28, 2016Purchase of select loans, 9 First NBC branches, including associated transaction and savings deposits and PP&E, and FHLB borrowings:Approximately $1.3 billion diversified and performing loan portfolio with a 5.10% average yield9 branches in the Greater New Orleans area, including 7 in the New Orleans MSAApproximately $500 million transaction and savings deposits (no time deposits included) at average cost of 0.88%Approximately $600 million in FHLB borrowings at average cost of 0.81%Will pay a premium of $44 million to First NBCWill transfer approximately $193 million in cash (assets acquired exceed liabilities)Key assumptions:4.0% gross loan markOne-time acquisition expenses of approximately $12 million (pre-tax)Conservative level of initial deposit run-off included in modeling projectionsAdditional $3 million net incremental annual non-interest expense assumedBranches transferred at higher of book value or fair market value 

 December 30, 2016  Strengthening Whitney’s Position as a Market Leader in Greater New OrleansWhitney to Acquire 9 Branches and Certain Assets and Liabilities from First NBC