Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 11. Stockholders' Equity

Common Stock Offering

In April 2011, Hancock completed an underwritten public offering of the Company's common stock. The underwriters purchased 6,958,143 shares at a public offering price of $32.25 per share. The net proceeds to the Company after deducting offering expenses and underwriting discounts totaled $214 million. The proceeds of the offering were used for general corporate purposes, including the enhancement of the Company's capital position and the purchase of Whitney Holding Corporation's TARP preferred stock and warrant in connection with the Whitney acquisition. The number and value of Company common shares exchanged in the Whitney transaction are discussed in Note 2.

Regulatory Capital

Measures of regulatory capital are an important tool used by regulators to monitor the financial health of financial institutions. The primary quantitative measures used to gauge capital adequacy are the ratios of total and Tier 1 regulatory capital to risk-weighted assets (risk-based capital ratios) and the ratio of Tier 1 capital to average total assets (leverage ratio). Both the Company and its bank subsidiaries are required to maintain minimum risk-based capital ratios of 8.0% total regulatory capital and, 4.0% Tier 1 capital. The minimum leverage ratio is 3.0% for bank holding companies and banks that meet certain specified criteria, including having the highest supervisory rating. All others are required to maintain a leverage ratio of at least 4.0%.

To evaluate capital adequacy, regulators compare an institution's regulatory capital ratios with their agency guidelines, as well as with the guidelines established as part of the uniform regulatory framework for prompt corrective supervisory action toward financial institutions. The framework for prompt corrective action categorizes capital levels into one of five classifications rating from well-capitalized to critically under-capitalized. For an institution to be eligible to be classified as well capitalized its total risk-based capital ratios must be at least 10.0% for total capital and 6.0% for Tier 1 capital, and its leverage ratio must be at least 5.0%. In reaching an overall conclusion on capital adequacy or assigning a classification under the uniform framework, regulators must also consider other subjective and quantitative measures of risk associated with an institution. All of the subsidiary banks were deemed to be well capitalized based upon the most recent notifications from their regulators. There are no conditions or events since those notifications that management believes would change these classifications. At December 31, 2011 and 2010, the Company and the Banks were in compliance with all of their respective minimum regulatory capital requirements.

Following is a summary of the actual regulatory capital amounts and ratios for the Company and the Banks together with corresponding regulatory capital requirements at December 31, 2011 and 2010 (amounts in thousands):

	Actual				Required for Minimum Capital Adequacy				To Be WellCapitalized Under Prompt Corrective Action Provisions
	Amount		Ratio %		Amount		Ratio %		Amount		Ratio %
At December 31, 2011
Total capital (to risk weighted assets)
Company	$	1,783,037		13.59	$	1,049,495		8.00	$	N/A		N/A
Hancock Bank		437,225		14.21		246,072		8.00		307,590		10.00
Whitney Bank		1,277,591		12.76		801,025		8.00		1,001,281		10.00
Tier 1 capital (to risk weighted assets)
Company	$	1,506,218		11.48	$	524,748		4.00	$	N/A		N/A
Hancock Bank		397,900		12.94		123,036		4.00		184,554		6.00
Whitney Bank		1,091,770		10.90		400,512		4.00		600,769		6.00
Tier 1 leverage capital
Company	$	1,506,218		8.17	$	553,318		3.00	$	N/A		N/A
Hancock Bank		397,900		8.15		146,408		3.00		244,013		5.00
Whitney Bank		1,091,770		8.19		399,725		3.00		666,208		5.00
At December 31, 2010
Total capital (to risk weighted assets)
Company	$	846,541		16.60	$	407,970		8.00	$	N/A		N/A
Hancock Bank		446,894		16.46		217,206		8.00		271,507		10.00
Hancock Bank of Louisiana		344,447		15.72		175,339		8.00		219,174		10.00
Hancock Bank of Alabama		33,543		17.39		15,432		8.00		19,290		10.00
Tier 1 capital (to risk weighted assets)
Company	$	782,301		15.34	$	203,985		4.00	$	N/A		N/A
Hancock Bank		412,632		15.20		108,603		4.00		162,904		6.00
Hancock Bank of Louisiana		316,905		14.46		87,670		4.00		131,504		6.00
Hancock Bank of Alabama		31,102		16.12		7,716		4.00		11,574		6.00
Tier 1 leverage capital
Company	$	782,301		9.65	$	243,160		3.00	$	N/A		N/A
Hancock Bank		412,632		8.03		154,198		3.00		256,996		5.00
Hancock Bank of Louisiana		316,905		11.33		83,878		3.00		139,797		5.00
Hancock Bank of Alabama		31,102		16.38		5,698		3.00		9,496		5.00

Regulatory Restrictions on Dividends

Regulatory policy statements provide that generally bank holding companies should pay dividends only out of current operating earnings and that the level of dividends must be consistent with current and expected capital requirements. Dividends received from its subsidiary banks have been the primary source of funds available to the Company for the payment of dividends to Hancock's stockholders. Federal and state banking laws and regulations restrict the amount of dividends the subsidiary banks may distribute to Hancock without prior regulatory approval, as well as the amount of loans they may make to the Company. Dividends paid by Hancock Bank are subject to approval by the Commissioner of Banking and Consumer Finance of the State of Mississippi and those paid by Whitney Bank are subject to approval by the Commissioner of Financial Institutions of the State of Louisiana. At December 31, 2011, the Banks had the capacity to declare and pay approximately $11.1 million in dividends to the Company without prior regulatory approval.