8-K
HANCOCK WHITNEY CORP (HWC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 9, 2020
HANCOCK WHITNEY CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Mississippi | 001-36872 | 64-0693170 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| Hancock Whitney Plaza<br> <br>2510 14th Street<br> <br>Gulfport, Mississippi<br> <br>(Address of Principal Executive Offices) | 39501<br> <br>(Zip Code) | |
| --- | --- |
Registrant’s telephone number, including area code: (228) 868-4000
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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, par value $3.33 per share | HWC | The NASDAQ Stock Market, LLC |
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
On June 9, 2020, Hancock Whitney Corporation (the “Company”) completed the sale of $22.5 million aggregate principal amount of its 6.25% Subordinated Notes due 2060 (the “Notes”) to Morgan Stanley & Co. LLC, BofA Securities, Inc., Piper Sandler & Co., UBS Securities LLC and Wells Fargo Securities, LLC, as managers of the several underwriters (the “Underwriters”) named in the Underwriting Agreement, dated May 26, 2020, by and between the Company and the Underwriters pursuant to the exercise of the Underwriters’ option to purchase an additional amount of Notes in full (the “Additional Notes”).
The Additional Notes were issued pursuant to an Indenture, dated as of March 9, 2015 (the “Base Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and the Supplemental Indenture, dated as of June 2, 2020, by and between the Company and the Trustee (the “Supplemental Indenture”).
The above descriptions are qualified in their entirety by reference to the Base Indenture and the Supplemental Indenture, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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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 WHITNEY CORPORATION | ||
|---|---|---|
| June 9, 2020 | By: | /s/ Michael M. Achary |
| Michael M. Achary | ||
| Senior Executive Vice President and Chief Financial Officer |
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EX-4.3
Exhibit 4.3
THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT SECURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER GOVERNMENT ENTITY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
SECURITY REPRESENTING THE NOTES
[FACE OF NOTE]
| 6.25% Subordinated Note due 2060 | CUSIP 410120406 |
|---|---|
| ISIN US 4101204067 | |
| R-2 | $172,500,000 |
HANCOCK WHITNEY CORPORATION, a Mississippi corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the amount set forth on the Schedule of Interests in the Global Security attached hereto on June 15, 2060.
| Interest Rate: | 6.25% per annum |
|---|---|
| Interest Payment Dates: | March 15, June 15, September 15 and December 15, commencing September 15, 2020 |
| Regular Record Dates: | The March 1, June 1, September 1 or December 1 preceding each Interest Payment Date |
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.
Date: June 9, 2020
| HANCOCK WHITNEY CORPORATION |
|---|
| By: | |
|---|---|
| Name: | |
| Title: |
Attest:
| By: | |
|---|---|
| Name: | |
| Title: |
CERTIFICATE OF AUTHENTICATION
This is one of the 6.25% Subordinated Notes due 2060 referred to in the within-mentioned Indenture.
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., <br>as Trustee, |
|---|
| By: | |
|---|---|
| Authorized Signatory |
[REVERSE OF NOTE]
HANCOCK WHITNEY CORPORATION
6.25% Subordinated Note due 2060
| 1. | Principal and Interest. |
|---|
The Company promises to pay the principal of this Note on June 15, 2060.
The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.25% per annum.
Interest will be payable quarterly on each Interest Payment Date, commencing September 15, 2020, to the Holders of record of the Notes at the close of business on the Regular Record Date (whether or not a Business Day), as set forth on the face of this Note, immediately preceding each Interest Payment Date.
Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date and the next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid or duly provided for, from June 2, 2020. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
| 2. | Indenture and Subordination. |
|---|
This Global Security is one of a duly authorized issue of securities of the Company (herein called the “Notes”) issued under the Indenture, dated as of March 9, 2015 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 1, dated as of June 2, 2020 (the “Supplemental Indenture” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.
The Indebtedness evidenced by the Notes is, to the extent and in the manner set forth in the Indenture subordinate and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Company and each Holder of a Note, by accepting the same, agrees to and shall be bound by the provisions of the Indenture with respect thereto.
The Notes are general unsecured, subordinated obligations of the Company. The Notes will initially be limited to an original aggregate principal amount of $172,500,000, but additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and any such additional Notes shall constitute a single series of Securities under the Indenture and the originally issued Notes and any such additional Notes shall vote together for all purposes as a single class.
| 3. | Redemption; Discharge Prior to Redemption or Maturity. |
|---|
On June 15, 2025 or on any Interest Payment Date thereafter, this Note will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time.
This Note will be redeemable, at the Company’s option, in whole but not in part, before the Stated Maturity, at any time within 90 days following the occurrence of (i) a Regulatory Capital Treatment Event, (ii) a Tax Event, or (iii) the Company becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.
Any redemption will be at a Redemption Price equal to 100% of the principal amount of this Note plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, provided that, for the avoidance of doubt, the payment of such accrued and unpaid interest paid as a part of the Redemption Price shall satisfy in full the obligation of the Company to pay accrued and unpaid interest on the Notes redeemed from and including the most recent Interest Payment Date on which all accrued and unpaid interest on the Notes was paid or provided for through, but excluding, the Redemption Date. No redemption of the Notes by the Company prior to the Stated Maturity shall be made without the prior approval of the Federal Reserve if such prior approval is or will be required at the scheduled Redemption Date in order for the Notes to qualify as Tier 2 Capital of the Company under the rules and guidelines of the Federal Reserve, as determined in good faith by the Company.
Notice of any redemption will be mailed or transmitted at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed at its registered address. Unless the Company defaults in payment of the Redemption Price on the Notes, on and after the Redemption Date, interest will cease to accrue on the Notes or portions called for redemption.
The Company has no obligation to redeem or purchase any Notes pursuant to any sinking fund or at the option of the Holders.
The Notes may be defeased by the Company, pursuant to Section 13.02 of the Indenture, provided the Company irrevocably deposits with the Trustee money or U.S. Government Securities sufficient to pay the then Outstanding principal of and accrued interest on the Notes to redemption or maturity and the Company may in certain circumstances be discharged from the Indenture and the Notes.
| 4. | Registered Form; Denominations; Transfer; Exchange. |
|---|
The Notes are in registered form without coupons in denominations of $25 principal amount and any multiple of $25 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Company or Security Registrar may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Company will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.
| 5. | Defaults and Remedies. |
|---|
In case an Event of Default with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable immediately, in the manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture provides that in the event of a Default in the payment of interest or principal or the performance of any covenant or agreement in the Notes or the Indenture (each of which is defined in the Indenture to be a “Default”), the Trustee may, subject to certain limitations and conditions, seek to enforce payment of such interest or principal or the performance of such covenant agreement. There will be no right of acceleration in the case of a Default.
| 6. | Amendment and Waiver. |
|---|
Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, or to correct or supplement any provision therein which may be defective or inconsistent with any other provision therein.
| 7. | Authentication. |
|---|
This Note is not valid until the Trustee signs the certificate of authentication on the other side of this Note.
| 8. | Abbreviations. |
|---|
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM(= tenants in common), TEN ENT(= tenants by the entireties), JT TEN(= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/ Al (=Uniform Gifts to Minors Act).
The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.
ASSIGNMENT FORM
To assign this Note, fill in the form below and have your signature guaranteed:
I or we assign and transfer this Note to:
| (Print or<br>type name, address and zip code and social security or tax ID number of assignee) | |
|---|---|
| and irrevocably appoint | |
| agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. | |
| Dated: | Signed: |
| --- | --- |
| (Sign exactly as your name appears on the other side of this Note) |
Signature Guarantee:
(Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee)
SCHEDULE OF INTERESTS IN THE GLOBAL SECURITY
The initial principal amount of this Global Security is $172,500,000 (ONE HUNDRED SEVENTY-TWO MILLION FIVE HUNDRED THOUSAND DOLLARS). The following increases or decreases in this Global Security have been made:
| Date of Increase or<br>Decrease | Amount of Decrease<br>in Principal<br>Amount<br>of this Global Security | Amount of Increase in<br>Principal Amount<br>of<br>this Global Security | Principal Amount of<br>this Global Security<br>following such<br>decrease or increase | Signature of<br>authorized officer of<br>Trustee or Notes<br>Custodian |
|---|
EX-5.1
Exhibit 5.1
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000 | Fax: 404-881-7777
June 9, 2020
Hancock Whitney Corporation
2510 14th Street
Gulfport, Mississippi 39501
| Re: | Offering of Subordinated Notes |
|---|
Ladies and Gentlemen:
We have acted as counsel to Hancock Whitney Corporation, a Mississippi corporation (the “Company”), in connection with the issuance and sale by the Company of $22,500,000 aggregate principal amount of the Company’s 6.25% Subordinated Notes due 2060 (the “Notes”) pursuant to an underwriting agreement, dated as of May 26, 2020 (the “Underwriting Agreement”), by and among the Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., Piper Sandler & Co., UBS Securities LLC and Wells Fargo Securities, LLC, as managers of the several underwriters named therein (collectively, the “Underwriters”). The Notes will be issued pursuant to an indenture dated March 9, 2015 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 1, dated June 2, 2020 (the “Supplemental Indenture”) between the Company and the Trustee (the Base Indenture, together with the Supplemental Indenture, the “Indenture”).
We are furnishing the opinion set forth below pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K of the Securities and Exchange Commission (the “Commission”).
In the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Company, including, without limitation, resolutions adopted by the board of directors of the Company, the organizational documents of the Company, certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Company, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. Among other things, we have examined originals or copies of the following executed documents (the “Transaction Documents”):
| (i) | the Underwriting Agreement; | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (ii) | the Indenture; | |||||||||||
| --- | --- | |||||||||||
| Alston & Bird LLP | www.alston.com | |||||||||||
| --- | --- | |||||||||||
| Atlanta | Beijing | Brussels | Charlotte | Dallas | London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C. |
June 9, 2020
Page 2
| (iii) | the global certificate(s) evidencing the Notes in the form delivered by the Company to the Trustee for<br>authentication and delivery. |
|---|
As to certain factual matters relevant to this opinion letter, we have relied upon the representations and warranties made in the Underwriting Agreement by the parties thereto, certificates and statements of responsible officers of the Company, and certificates of public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification. Statements in this opinion letter regarding the valid existence and good standing of the Company in its state of incorporation are based solely upon the certificates provided by the Secretary of State of such state. For the purpose of such statements, we also have assumed that those certificates have remained correct and accurate since the dates thereof.
In rendering the opinions expressed below, we have assumed (i) the genuineness of all signatures on all documents (other than the signatures of the Company), (ii) the legal capacity and competence of all natural persons, (iii) the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as electronic, certified, or photostatic copies and the authenticity of the originals of such documents, and (iv) the due authorization, execution and delivery of the Transaction Documents by all parties thereto, other than the Company, and that the Transaction Documents are the legal, valid and binding obligation of all parties thereto, other than the Company, enforceable against such parties in accordance with their respective terms.
We express no opinion herein as to any matter relating to the laws of any jurisdiction other than (i) the federal laws of the United States and (ii) the laws of the State of New York.
Based upon the foregoing and subject to the other assumptions, exceptions, limitations and qualifications stated herein, we are of the opinion that the Notes have been duly authorized and executed by the Company and, when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.
Insofar as the foregoing opinions relate to the legality, validity, binding effect or enforceability of any agreement or obligation of the Company, such opinions are subject to the effects of (i) bankruptcy, fraudulent conveyance or fraudulent transfer, insolvency, reorganization, moratorium, liquidation, conservatorship, and similar laws, and limitations imposed under judicial decisions, related to or affecting creditors’ rights and remedies generally, (ii) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law, and principles limiting the availability of the remedy of specific performance, (iii) concepts of good faith, fair dealing, materiality and reasonableness, (iv) the possible unenforceability under certain circumstances of provisions providing for exculpation, indemnification and contribution that are contrary to public policy, and (v) the possible unenforceability of severability provisions.
June 9, 2020
Page 3
The opinion contained herein is limited to the matters expressly stated herein, and no opinion may be implied or inferred beyond the opinion expressly stated herein. **** The foregoing opinion is rendered as of the date hereof and we make no undertaking to supplement or update such opinions, if after the date hereof, factors or circumstances come to our attention or changes in the law occur which could affect such opinion.
We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Company’s Registration Statement on Form S-3 (Registration No. 333-229371) related to the Notes, including information deemed to be a part thereof pursuant to Rule 430B of the Commission (the “Registration Statement”). We also hereby consent to the reference to our firm under the caption “Validity of Securities” in the Company’s prospectus supplement dated May 26, 2020 constituting a part thereof. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
| Very truly yours, |
|---|
| /s/ Alston & Bird LLP |
| ALSTON & BIRD LLP |
EX-5.2
Exhibit 5.2
June 9, 2020
Joy Lambert Phillips, Esq.
Executive Vice President, General Counsel and Corporate Secretary
Re: Hancock Whitney Corporation Registration Statement on Form S-3
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Corporate Secretary to Hancock Whitney Corporation, a Mississippi corporation (the “Company”). This letter is delivered in connection with the registration of $22,500,000 aggregate principal amount of the Company’s 6.25% Subordinated Notes due 2060 (the “Notes”) under a Registration Statement on Form S-3 (333-229371) filed on January 25, 2019 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Notes were offered for sale pursuant to the base prospectus accompanying the Registration Statement, as supplemented by a prospectus supplement relating to the Notes dated May 26, 2020 (the base prospectus, the prospectus supplement and any amendments thereto, collectively, the “Prospectus”). The Notes are to be issued under an indenture, dated as of March 9, 2015 (the “Base Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 1, dated as of June 2, 2020 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with rendering the opinions set forth below, I, or attorneys under my supervision (including Alston & Bird LLP), have examined the Registration Statement, the Prospectus contained therein, the Indenture, the Articles of Incorporation of the Company, as certified by the Secretary of State of the State of Mississippi, the Bylaws of the Company, resolutions of the Board of Directors of the Company adopted on May 19, 2020. I have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. I have also made such other investigation as I have deemed appropriate.
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Based upon the foregoing, I am of the opinion that:
The Company is validly existing as a corporation in good standing under the laws of the State of Mississippi and has the corporate power and authority to execute and deliver the Indenture and the Notes.
The Company has taken all necessary corporate action to authorize the execution and delivery of the Indenture and the Notes and to perform its obligations thereunder.
The opinions set forth above are subject to the following qualifications, exclusions and limitations:
(a) I express no opinion with respect to the execution, delivery, validity, binding effect or enforceability of any of the Indenture and the Notes.
(b) My opinions are limited to the laws of the State of Mississippi, and I do not express any opinion concerning any other law. Without limiting the generality of the foregoing, I express no opinion with respect to any securities laws or regulations.
The foregoing opinions are being furnished only for the purpose referred to in the first paragraph of this opinion letter. I hereby consent to the filing of this opinion as Exhibit 5.2 to a Current Report on Form 8-K being filed on the date hereof, and incorporated by reference into the Registration Statement. I also hereby consent to the use of my name under the caption “Validity of Securities” in the Prospectus. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
The opinions set forth herein are made as of the date hereof, and I assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if I become aware after the date hereof of any facts that might change the opinions expressed herein.
| Very truly yours, |
|---|
| /s/ Joy Lambert Phillips |
| Joy Lambert Phillips, Esq. |
| Executive Vice President, General<br> <br>Counsel and<br>Corporate Secretary |
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