UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
December
7, 2009
Date of
Report (Date of earliest event reported)
TRUSTMARK
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Mississippi
|
000-03683
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64-0471500
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
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|
248
East Capitol Street, Jackson, Mississippi
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39201
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(Address of
principal executive offices)
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(Zip
Code)
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|
Registrant’s
telephone number, including area code:
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(601)
208-5111
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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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
On
December 7, 2009, Trustmark Corporation (the “Company”) completed an
underwritten public offering (the “Offering”) of 6,216,216 of its shares of its
common stock, without par value (the “Common Stock”), with UBS
Securities LLC and J. P. Morgan Securities Inc., as representatives of the
several underwriters named in Schedule A attached to the Underwriting
Agreement (as defined below). The Common Stock was issued and sold by
the Company to the Underwriters at a public offering price of $18.50 per share,
pursuant to an Underwriting Agreement entered into on December 1, 2009 (the
“Underwriting Agreement”) by and among the Company and the
Underwriters. The Common Stock sold includes 810,810 shares issued
and sold pursuant to the Underwriters’ exercise in full of their over-allotment
option under the Underwriting Agreement. A copy of the Underwriting
Agreement was filed by the Company on December 4, 2009 as Exhibit 1.1 to its
Current Report on Form 8-K.
The Company estimates that it will receive net proceeds of approximately $109.3 million from the Offering, after deducting underwriting discounts and commissions and expenses. The Company intends to notify the United States Department of the Treasury (the “Treasury”) of its intent to redeem, in part with the proceeds of the Offering, all 215,000 outstanding shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, (no par) liquidation preference $1,000 per share, (the “Senior Preferred”) which the Company sold to the Treasury on November 21, 2008 under the Treasury’s Troubled Asset Relief Program Capital Purchase Program. The approval of the Treasury and the Company’s banking regulators is required for the redemption of the Senior Preferred. The Company has consulted with its banking regulators as to its intent to redeem the Senior Preferred, and the Company understands that the Treasury will also consult with these regulators reagrding the Company’s intent to so redeem. The Company can make no assurances as to when, or if, it will receive such approvals. If the Company does not redeem the Senior Preferred, it intends to use the net proceeds of the Offering for general corporate purposes.
A copy of
the press release announcing the completion of the Offering is attached hereto
as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit Number
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Description
of Exhibits
|
||
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99.1
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News
release dated December 7, 2009
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||
SIGNATURES
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.
TRUSTMARK
CORPORATION
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BY:
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/s/
Louis E. Greer
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Louis
E. Greer
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|
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Treasurer
and Principal Financial Officer
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DATE:
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December 7,
2009
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EXHIBIT
INDEX
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Exhibit
Number
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Description
of Exhibits
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|
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99.1
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News
release dated December 7,
2009
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