RegAlert2020-09-25
Added · Updated
SEC Division of Corporation Finance no-action letter: Hancock Whitney Corporation
The Division of Corporation Finance grants Hancock Whitney Corporation a waiver from being classified as an ineligible issuer under Rule 405 of the Securities Act of 1933, despite a cease-and-desist order against its subsidiary, Hancock Whitney Investment Services, Inc. The determination relies on a finding of good cause, noting that the subsidiary's violations involved non-scienter-based failures regarding fee disclosures and best execution rather than the parent company's securities disclosures. The waiver allows the parent company to retain its well-known seasoned issuer status and access to automatic shelf registration statements, subject to the Division's right to revoke the waiver if facts change or terms are not complied with.
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September 25, 2020
Laura S. Pruitt, Esq.
Jones Day
51 Pennsylvania Avenue NW
Washington, DC 20004
Re: Hancock Whitney Corporation – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Ms. Pruitt:
This is in response to your letter dated September 24, 2020, written on behalf of Hancock Whitney Corporation (“HWC”) and constituting an application for relief from HWC being considered an “ineligible issuer” under clause (1)(iv) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). HWC requests relief from being considered an ineligible issuer under Rule 405, due to the entry on September 25, 2020 of a Commission Order (“Order”) pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) against Hancock Whitney Investment Services, Inc. (“HWIS”), a subsidiary of HWC. The Order requires that, among other things, HWIS cease and desist from committing or causing any violations and any future violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. We have determined that HWC has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that HWC will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from HWC being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts or circumstances from those represented in the letter or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance
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