Item 1.01. Entry Into a Material Definitive Agreement.
On
The Notes will be issued under the Subordinated Indenture, to be dated on or
about
From and including the date of issuance to, but excluding,
The Notes are the Company's unsecured, subordinated obligations and (i) rank
junior in right of payment and upon liquidation to any of the Company's existing
and future Senior Indebtedness (as defined in the Indenture), whether secured or
unsecured; (ii) rank equal in right of payment and upon liquidation with any of
the Company's existing and future subordinated indebtedness the terms of which
provide that such indebtedness ranks equally with promissory notes, bonds,
debentures and other evidences of indebtedness of types that include the Notes;
(iii) rank senior in right of payment and upon liquidation with the Company's
existing junior subordinated debentures underlying outstanding trust preferred
securities and any indebtedness the terms of which provide that such
indebtedness ranks junior to promissory notes, bonds, debentures and other types
of indebtedness that include the Notes; and (iv) is effectively subordinated to
all of the existing and future indebtedness, deposits and other liabilities of
The Notes may be redeemed at the Company's option under certain circumstances, as described in the Indenture.
The foregoing summary of the terms of the Underwriting Agreement, the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Underwriting Agreement, (ii) the form of Subordinated Indenture, (iii) the form of First Supplemental Indenture and (iv) the form of the Notes, each of which is attached hereto as an exhibit and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description of Exhibits 1.1 Underwriting Agreement, dated as ofNovember 18, 2020 , by and amongTrustmark Corporation ,Morgan Stanley & Co. LLC andPiper Sandler & Co. 4.1 Form of Subordinated Indenture, by and betweenTrustmark Corporation andWilmington Trust, National Association , as trustee. 4.2 Form of First Supplemental Indenture, by and betweenTrustmark Corporation andWilmington Trust, National Association , as trustee. 4.3 Form of 3.625% Fixed-to-Floating Rate Subordinated Notes due 2030 (included in Exhibit 4.2). 5.1 Opinion ofCovington & Burling LLP . 5.2 Opinion ofBrunini, Grantham, Grower & Hewes, PLLC . 23.1 Consent ofCovington & Burling LLP (included in Exhibit 5.1). 23.2 Consent ofBrunini, Grantham, Grower & Hewes, PLLC (included in Exhibit 5.2). 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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