Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-163403

 

(To Prospectus dated November 30, 2009)

 

$100,000,000

 

 

Trustmark Corporation

Common Stock

 

We are offering $100,000,000 of our common stock through this prospectus supplement and the accompanying prospectus.

 

Our common stock is listed on the NASDAQ Global Select Market under the symbol “TRMK.” The last reported sale price of our common stock on November 25, 2009 was $19.36 per share.

 

Investing in our common stock involves risks. See “Risk Factors” on page S-10 of this prospectus supplement.

 

 

The underwriters may also purchase up to an additional $15,000,000 of common stock from us at the public offering price, less the underwriting discount and commissions payable by us, to cover over-allotments, if any, within 30 days following the date of this prospectus supplement. If the underwriters exercise the option in full, the total underwriting discounts and commissions will be $          , and the total proceeds, before expenses, to us will be $          .

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

 

The underwriters expect to deliver the shares against payment on or about December      , 2009.

 

Joint Book-Running Managers

 

Co-Managers

 

 

The date of this prospectus supplement is December      , 2009.

 

TABLE OF CONTENTS

 

Prospectus Supplement

 

 

 

Prospectus

 

 

 

In making your investment decision, you should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus, any “free writing prospectus” we may authorize to deliver to you, or any other offering material filed or provided by us. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

 

You should not assume that the information contained in this prospectus supplement, the accompanying prospectus or any other offering material is accurate as of any date other than the date on the front of such document. Any information incorporated by reference in this prospectus supplement, the accompanying prospectus or any other offering material is accurate only as of the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since that date.

We and the underwriters are offering to sell the common stock, and are seeking offers to buy the common stock, only in jurisdictions where offers and sales are permitted. The distribution of this prospectus and the offering of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the common stock and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

 

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. In this prospectus supplement, we provide you with specific information about the shares of our common stock that we are selling in this offering and about the offering itself. Both this prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us, our common stock and other information you should know before investing in our common stock. This prospectus supplement also adds, updates and changes information contained or incorporated by reference in the accompanying prospectus. To the extent that any statement that we make in this prospectus supplement is inconsistent with the statements made in the accompanying prospectus, the statements made in the accompanying prospectus are deemed modified or superseded by the statements made in this prospectus supplement. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described in the accompanying prospectus under “Incorporation of Certain Documents by Reference” before investing in our common stock.

 

Certain statements contained herein and the documents incorporated herein are not statements of historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward-looking” information. These forward-looking statements include, but are not limited to, statements relating to anticipated future operating and financial performance measures, including net interest margin, credit quality, business initiatives, growth opportunities and growth rates, among other things and encompass any estimate, prediction, expectation, projection, opinion, anticipation, outlook or statement of belief included therein as well as the management assumptions underlying these forward-looking statements. Before you invest in our securities, you should be aware that the occurrence of the events described under the caption “Risk Factors” beginning on page 3 of the accompanying prospectus and on page S-10 of this prospectus supplement and in the information incorporated by reference, could have an adverse effect on our business, results of operations and financial condition. Should one or more of these risks materialize, or should any such underlying assumptions prove to be significantly different, actual results may vary significantly from those anticipated, estimated, projected or expected.

 

Risks that could cause actual results to differ materially from current expectations of management include, but are not limited to, changes in the level of nonperforming assets and charge-offs, local, state and national economic and market conditions, including the extent and duration of the current volatility in the credit and financial markets, changes in our ability to measure the fair value of assets in our portfolio, material changes in the level and/or volatility of market interest rates, the performance and demand for the products and services we offer, including the level and timing of withdrawals from our deposit accounts, the costs and effects of litigation and of unexpected or adverse outcomes in such litigation, our ability to attract noninterest-bearing deposits and other low-cost funds, competition in loan and deposit pricing, as well as the entry of new competitors into our markets through de novo expansion and acquisitions, economic conditions and monetary and other governmental actions designed to address the level and volatility of interest rates and the volatility of securities, currency and other markets, the enactment of legislation and changes in existing regulations, or enforcement practices, or the adoption of new regulations, changes in accounting standards and practices, including changes in the interpretation of existing standards, that effect our consolidated financial statements, changes in consumer spending, borrowings and savings habits, technological changes, changes in the financial performance or condition of our borrowers, changes in our ability to control expenses, changes in our compensation and benefit plans, greater than expected costs or difficulties related to the integration of new products and lines of business, natural disasters, acts of war or terrorism and other risks described in our filings with the Securities and Exchange Commission.

 

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Except as required by law, we undertake no obligation to update or revise any of this information, whether as the result of new information, future events or developments or otherwise.

 

Summary

Common stock offered		$100.0 million
Over-allotment option		We have granted the underwriters a 30-day option to purchase a maximum of $15.0 million of additional common stock to cover over-allotments, if any.
Common stock to be outstanding after this offering		62,605,336 shares (63,380,130 shares if the underwriters exercise their over-allotment option in full) based on a public offering price of $19.36 per share, which was the last reported sale price of our common stock on the NASDAQ Global Select Market on November 25, 2009.
Use of proceeds		We estimate that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $95.0 million (approximately $109.3 million if the underwriters exercise their over-allotment option in full).
		Upon completion of this offering, we intend to notify the Treasury of our intent to redeem all 215,000 outstanding shares of our Senior Preferred. The approval of the Treasury and our banking regulators is required for the redemption of the Senior Preferred. We have consulted with our banking regulators as to our intent to redeem the Senior Preferred, and we understand that the Treasury will also consult with these regulators upon receipt of notice from us of our intent to so redeem. We can make no assurances as to when, or if, we will receive such approvals. If we receive such approvals, we expect to fund any such redemption with a portion of the net proceeds of this offering. The Senior Preferred would be redeemed at its $1,000 per share liquidation amount, plus accrued and unpaid dividends (which we estimate will be approximately $0.9 million as of December 15, 2009, for the period from November 16, 2009 to December 15, 2009).
		If we do not redeem the Senior Preferred, we intend to use the net proceeds of this offering for other general corporate purposes. See “Use of Proceeds.”
		If we redeem all of the 215,000 outstanding shares of our Senior Preferred, we intend to seek agreement with the Treasury to repurchase the warrant exercisable for 1,647,931 shares of our common stock, which we issued to the Treasury as part of our participation in the CPP, at its fair market value.
Certain U.S. federal income tax considerations		You should consult your tax advisor with respect to the U.S. federal income tax consequences of owning our common stock in light of your particular situation and with respect to any tax consequences arising under the laws of any state, local, foreign or other taxing jurisdiction. See “Material United States Federal Income and Estate Tax Consequences to Non-U.S. Holders.”

Risk factors		See “Risk Factors” beginning on page S-10 of this prospectus supplement and other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in our common stock.
NASDAQ Global Select Market Symbol		TRMK

 

Summary historical selected financial data

		Nine Months Ended								Years Ended
		September 30,								December 31,
		2009				2008				2008				2007				2006				2005				2004
		(unaudited)				(unaudited)
Consolidated Statements of Income
Total interest income		$	335,326			$	364,487			$	483,279			$	543,143			$	482,746			$	415,697			$	364,355
Total interest expense			69,409				132,724				164,119				242,360				202,175				139,256				88,738
Net interest income			265,917				231,763				319,160				300,783				280,571				276,441				275,617
Provision for loan losses			59,403				59,728				76,412				23,784				(5,938	)			19,541				(3,055	)
Noninterest income			127,959				138,932				177,258				162,447				155,128				143,107				124,028
Noninterest expense			232,612				212,174				283,719				276,449				260,480				243,276				225,309
Income before income taxes			101,861				98,793				136,287				162,997				181,157				156,731				177,391
Income taxes			33,291				31,708				43,870				54,402				61,884				53,780				60,682
Net income			68,570				67,085				92,417				108,595				119,273				102,951				116,709
Preferred stock dividend/discount accretion			9,398				—				1,353				—				—				—				—
Net Income Available to Common Shareholders		$	59,172			$	67,085			$	91,064			$	108,595			$	119,273			$	102,951			$	116,709
Common Share Data
Basic earnings per share		$	1.03			$	1.17			$	1.59			$	1.88			$	2.11			$	1.82			$	2.01
Diluted earnings per share			1.03				1.17				1.59				1.88				2.09				1.81				2.00
Cash dividends per share			0.69				0.69				0.92				0.89				0.85				0.81				0.77

		September 30,								December 31,
		2009				2008				2008				2007				2006				2005				2004
		(unaudited)				(unaudited)
Consolidated Balance Sheets
Total assets		$	9,368,498			$	9,086,273			$	9,790,909			$	8,966,802			$	8,840,970			$	8,389,750			$	8,052,957
Securities			1,771,228				1,163,952				1,802,470				717,441				1,050,515				1,295,784				1,655,621
Loans (including loans held for sale)			6,619,592				6,894,892				6,960,668				7,188,300				6,658,528				6,060,279				5,447,006
Deposits			6,870,435				6,937,678				6,823,870				6,869,272				6,976,164				6,282,814				5,450,093
Common shareholders’ equity			1,014,900				948,998				973,340				919,636				891,335				741,463				750,396
Preferred shareholder equity			206,461				—				205,126				—				—				—				—
Capital Ratios
Total equity/total assets			13.04	%			10.44	%			12.04	%			10.26	%			10.08	%			8.84	%			9.32	%
Common equity/total assets			10.83	%			10.44	%			9.94	%			10.26	%			10.08	%			8.84	%			9.32	%
Tangible equity/tangible assets			10.04	%			7.22	%			9.11	%			6.94	%			6.67	%			7.00	%			7.37	%
Tangible common equity/tangible assets			7.76	%			7.22	%			6.95	%			6.94	%			6.67	%			7.00	%			7.37	%
Tier 1 leverage ratio			10.70	%			8.11	%			10.42	%			7.86	%			7.65	%			7.19	%			7.22	%
Tier 1 risk-based capital ratio			14.11	%			9.86	%			13.01	%			9.17	%			9.60	%			9.53	%			10.39	%
Total risk-based capital ratio			16.09	%			11.80	%			14.95	%			10.93	%			11.40	%			10.78	%			11.55	%
As Further Adjusted Capital Ratios(1)
Total equity/total assets			11.74	%
Common equity/total assets			11.74	%
Tangible equity/tangible assets			8.70	%
Tangible common equity/tangible assets			8.70	%
Tier 1 leverage ratio			9.37	%
Tier 1 risk-based capital ratio			12.36	%
Total risk-based capital ratio			14.33	%
Credit Quality Ratios
Net charge offs/average loans			1.00	%			0.92	%			0.87	%			0.23	%			0.06	%			0.13	%			0.12	%
Provision for loan losses/average loans			1.16	%			1.13	%			1.09	%			0.35	%			−0.09	%			0.34	%			−0.06	%
Nonperforming loans/total loans (including LHFS*)			2.09	%			1.53	%			1.64	%			0.91	%			0.55	%			0.48	%			0.40	%
Nonperforming assets/total loans (including LHFS*) plus ORE**			3.14	%			1.99	%			2.18	%			1.02	%			0.58	%			0.56	%			0.51	%
ALL/total loans (excluding LHFS*)			1.61	%			1.35	%			1.41	%			1.13	%			1.10	%			1.30	%			1.21	%
Performance Ratios
Return on average common equity			7.91	%			9.52	%			9.62	%			12.02	%			14.89	%			13.86	%			16.11	%
Return on average tangible common equity			11.89	%			14.80	%			14.88	%			19.17	%			20.78	%			18.24	%			19.80	%
Return on average total equity			7.60	%			9.52	%			9.53	%			12.02	%			14.89	%			13.86	%			16.11	%
Return on average assets			0.95	%			0.99	%			1.01	%			1.23	%			1.42	%			1.25	%			1.43	%
Net interest margin-FTE***			4.22	%			3.95	%			4.01	%			3.91	%			3.84	%			3.85	%			3.82	%
Efficiency ratio(2)			58.01	%			56.20	%			56.12	%			58.48	%			58.44	%			56.71	%			55.22	%

(1)		The as further adjusted capital ratios are adjusted to reflect (a) the receipt of net proceeds of this offering of $95.0 million (assuming the underwriters do not exercise their over-allotment option), and (b) the payment of $215.0 million to redeem the Senior Preferred and $1.3 million of dividends accrued thereon for the period from August 16, 2009 to September 30, 2009.
(2)		Efficiency ratio is calculated as noninterest expense divided by the sum of net interest income-FTE and noninterest income.
*		LHFS is Loans Held for Sale.
**		ORE is Other Real Estate.
***		FTE is Fully Tax Equivalent.

		Nine Months Ended								Years Ended
		September 30,								December 31,
		2009				2008				2008				2007				2006				2005				2004
Tangible Common Equity
Average Balances
Total shareholders’ equity		$	1,205,619			$	941,188			$	970,061			$	903,375			$	800,877			$	742,947			$	724,324
Less: Preferred stock			(205,865	)			—				(22,971	)			—				—				—				—
Total average common equity			999,754				941,188				947,090				903,375				800,877				742,947				724,324
Less: Goodwill			(291,104	)			(291,162	)			(291,153	)			(290,688	)			(190,288	)			(137,328	)			(109,835	)
Identifiable intangible assets			(22,424	)			(26,608	)			(26,069	)			(30,653	)			(24,521	)			(30,510	)			(18,013	)
Total average tangible common equity		$	686,226			$	623,418			$	629,868			$	582,034			$	586,068			$	575,109			$	596,476
Period End Balances
Total shareholders’ equity		$	1,221,361			$	948,998			$	1,178,466			$	919,636			$	891,335			$	741,463			$	750,396
Less: Preferred stock			(206,461	)			—				(205,126	)			—				—				—				—
Total common equity			1,014,900				948,998				973,340				919,636				891,335				741,463				750,396
Less: Goodwill			(291,104	)			(291,145	)			(291,104	)			(291,177	)			(290,363	)			(137,368	)			(137,225	)
Identifiable intangible assets			(20,819	)			(24,887	)			(23,821	)			(28,102	)			(32,960	)			(28,703	)			(32,004	)
Total tangible common equity (a)		$	702,977			$	632,966			$	658,415			$	600,357			$	568,012			$	575,392			$	581,167
Tangible Assets
Total assets		$	9,368,498			$	9,086,273			$	9,790,909			$	8,966,802			$	8,840,970			$	8,389,750			$	8,052,957
Less: Goodwill			(291,104	)			(291,145	)			(291,104	)			(291,177	)			(290,363	)			(137,368	)			(137,225	)
Identifiable intangible assets			(20,819	)			(24,887	)			(23,821	)			(28,102	)			(32,960	)			(28,703	)			(32,004	)
Total tangible assets (b)		$	9,056,575			$	8,770,241			$	9,475,984			$	8,647,523			$	8,517,647			$	8,223,679			$	7,883,728

		Nine Months Ended								Years Ended
		September 30,								December 31,
		2009				2008				2008				2007				2006				2005				2004
Net Income Adjusted for Intangible Amortization
Net income available to common shareholders		$	59,172			$	67,085			$	91,064			$	108,595			$	119,273			$	102,951			$	116,709
Plus: Intangible amortization net of tax			1,855				1,986				2,644				3,000				2,522				1,946				1,402
Net income adjusted for intangible amortization		$	61,027			$	69,071			$	93,708			$	111,595			$	121,795			$	104,897			$	118,111
Tangible Common Equity Measurements
Return on average tangible common equity(1)			11.89	%			14.80	%			14.88	%			19.17	%			20.78	%			18.24	%			19.80	%
Tangible common equity/tangible assets (a)/(b)			7.76	%			7.22	%			6.95	%			6.94	%			6.67	%			7.00	%			7.37	%

(1)		Calculation = ((net income adjusted for intangible amortization/number of days in period)*number of days in year)/total average tangible common equity

 

Any investment in our common stock involves a high degree of risk. You should carefully consider, among other things, the matters discussed under “Risk Factors” in our Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2008, and in other documents that we subsequently file with the Securities and Exchange Commission, all of which are incorporated by reference in this prospectus supplement and the accompanying prospectus. In addition to these matters, you should carefully consider the risks described below and all of the information contained in and incorporated by reference in this prospectus supplement and the accompanying prospectus before deciding whether to purchase our common stock. The risks and uncertainties described below and those incorporated by reference herein are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the risks described below or incorporated by reference herein actually occur, our business, financial condition and results of operations could be materially adversely affected. In that event, the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock. The risks described below or incorporated by reference herein also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-Looking Statements.”

 

RISKS RELATED TO OUR BUSINESS

 

Declines in asset values may result in impairment charges and adversely affect the value of our investments.

 

We maintain an investment portfolio that includes, among other asset classes, obligations of states and municipalities, agency mortgage-related securities and corporate securities. As of September 30, 2009, we had approximately $1.5 billion of securities available for sale and $0.2 billion of securities held to maturity. We may be required to record mark-to-market adjustments on our investment securities. The market value of investments in our investment portfolio may be affected by factors other than interest rates or the underlying performance of the issuer of the securities, such as ratings downgrades, adverse changes in the business climate and a lack of pricing information or liquidity in the secondary market for certain investment securities. In addition, government involvement or intervention in the financial markets or the lack thereof or market perceptions regarding the existence or absence of such activities could affect the market and the market prices for these securities.

 

On a quarterly basis, we evaluate investments and other assets for impairment indicators. As of September 30, 2009, we had total gross unrealized losses in respect of our temporarily impaired securities of $260,000. We may be required to record impairment charges if our investments suffer a decline in value that is other-than-temporary. If we determine that a significant impairment has occurred, we would be required to charge against earnings the credit-related portion of the other-than-temporary impairment, which could have a material adverse effect on our results of operations in the period in which a write-off, if any, occurs.

 

We are exposed to operational, reputational and regulatory risk and we must utilize new technologies to deliver our products and services.

 

As is customary in the banking industry, we are dependent upon automated and non-automated systems to record and process our transaction volume. This poses the risk that technical system flaws, employee errors or tampering or manipulation of those systems by employees, customers or outsiders will result in losses. Any such losses, which may be difficult to detect, could adversely affect our financial condition or results of operations. In addition, the occurrence of such a loss could expose us to reputational risk, the loss of customer business, additional regulatory scrutiny or civil litigation and

 

Risk factors

 

 

possible financial liability. We may also be subject to disruptions of our operating systems arising from events that are beyond our control (for example, computer viruses or electrical or telecommunications outages). We are further exposed to the risk that our third party service providers may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors as us). These disruptions may interfere with service to our customers and result in a financial loss or liability that could adversely affect our financial condition or results of operations.

 

In order to deliver new products and services and to improve the productivity of existing products and services, the banking industry relies on rapidly evolving technologies. Our ability effectively to utilize new technologies to address our customers’ needs and create operating efficiencies could materially affect our future prospects. We can not provide any assurances that we will be successful in utilizing such new technologies.

 

RISKS RELATED TO THIS OFFERING

 

The stock price of financial institutions, like Trustmark, can be volatile.

 

The volatility in the stock prices of companies in the financial services industry may make it more difficult for you to resell our common stock at prices you find attractive and at the time you want. Our stock price can fluctuate significantly in response to a variety of factors, including factors affecting the financial industry as a whole. Since January 1, 2009, the price of our stock reached a high of $23.45 per share on February 9, 2009 and a low of $14.18 per share on March 6, 2009. The factors affecting financial stocks generally and our stock price in particular include:

 

 

The existence of the warrant issued by us to the Treasury, as described elsewhere in this prospectus, and the warrant’s potential to cause a dilution to earnings, may also create additional volatility in the market price of our common stock. General market fluctuations, industry factors and general economic and political conditions could also cause the price of our common stock to decrease regardless of operating results.

 

Future sales of our common stock in the public market could adversely affect the trading price of our common stock and our ability to raise funds in new equity offerings.

 

We may issue up to 5,165,289 shares (or 5,940,083 shares, if the over-allotment option is exercised in full) of our common stock in this offering (based on a public offering price of $19.36 per share, which was the last reported sale price of our common stock on the NASDAQ Global Select Market on November 25, 2009). The issuance of these new shares could have the effect of depressing the market price of our common stock. Sales by us or by our shareholders of a substantial number of shares of our common stock in the public market following this offering, or the perception that these sales might occur, could cause the market price of our common stock to decline or could impair our ability to raise capital through a future sale of our equity securities.

 

In connection with this offering, we and our directors and executive officers have agreed, subject to agreed upon exceptions, not to sell, offer or contract to sell any shares of common stock without the

 

Risk factors

 

 

prior written consent of the representative of the underwriters for a period of 90 days after the date of this prospectus supplement. None of our other officers or shareholders have entered into any such lock-up agreement.

 

Our articles of incorporation authorize our Board of Directors to, among other things, issue additional shares of common or preferred stock or securities convertible or exchangeable into equity securities, without shareholder approval. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional shares of common or preferred stock or convertible securities could be substantially dilutive to shareholders of our common stock. Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or warrants to purchase our common stock in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock units vest, our shareholders may experience further dilution. Holders of our shares of common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.

 

We may not pay dividends on our common stock in the future.

 

Holders of our common stock are only entitled to receive dividends as our Board of Directors may declare out of funds legally available for such payments. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, earnings, compliance with debt instruments, legal requirements and other factors as our Board of Directors deems relevant. The terms of our Senior Preferred limit our ability to declare and pay cash dividends on our common stock under certain circumstances.

 

Offerings of debt, which would be senior to our common stock, and/or preferred equity securities which may be senior to our common stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of our common stock.

 

We may attempt to increase our capital resources by issuing debt or preferred equity securities, including trust preferred securities, senior or subordinated notes and preferred stock. Holders of our debt securities may be entitled to regular interest payments and may receive a security interest in our assets. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our common stock.

 

Our Board of Directors is authorized to issue one or more classes or series of preferred stock from time to time without any action on the part of the shareholders. Our Board of Directors also has the power, without shareholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights, and preferences over our common stock with respect to dividends or upon our dissolution, winding-up and liquidation and other terms.

 

Additionally, under the terms of the Senior Preferred, our ability to declare or pay dividends on or repurchase our common stock or other equity or capital securities will be subject to restrictions in the event that we fail to declare and pay (or set aside for payment) full dividends on the Senior Preferred.

 

Therefore, if we issue preferred stock in the future that has a preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution, or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of holders of our common stock or the market price of our common stock could be adversely affected.

 

Risk factors

 

 

We will retain broad discretion in using the net proceeds from this offering, and may use the proceeds for corporate purposes that may not increase our market value or make us more profitable.

 

Subject to consultation with the Treasury and our banking regulators, we intend to use a portion of the net proceeds of this offering to repurchase all 215,000 shares of our outstanding Senior Preferred. No assurance can be given that such approval will be granted. To the extent we do not repurchase the Senior Preferred, we intend to retain and invest the net proceeds of this offering pending our use of the net proceeds for general corporate purposes. Our management will retain broad discretion with respect to the allocation of the net proceeds of this offering. The net proceeds may be applied in ways with which you and the other investors in the offering may not agree, and to the extent not used, may result in an excess of capital. Moreover, our management may use the proceeds for corporate purposes that may not increase our market value or make us more profitable.

 

There can be no assurance when the senior preferred can be redeemed and the warrant can be repurchased.

 

Subject to consultation with the Treasury and our banking regulators, we intend to notify the Treasury of our intent to redeem the Senior Preferred in part with the proceeds from this offering, as described in “Use of Proceeds.” However, there can be no assurance when the Senior Preferred can be redeemed, if at all. Our continued participation in the CPP subjects us to potentially increased regulatory and legislative oversight, including with respect to executive compensation. These new and any future oversight and legal requirements and implementing standards under the CPP may have unforeseen or unintended adverse effects on CPP participants such as ourselves. For additional information concerning our participation in the CPP, see “TARP Capital Purchase Program” contained in Item 7. - Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2008.

 

If we redeem the Senior Preferred, in part with the proceeds of this offering, we intend to seek the agreement of the Treasury to repurchase the warrant at fair market value, as shall be agreed with the Treasury. However, there can be no assurance that we will reach agreement with the Treasury as to a fair market value of the warrant, or that we will repurchase the warrant. The warrant is currently exercisable to purchase up to 1,647,931 shares of our common stock at an exercise price of $19.57 per share, and the exercise of the warrant, in whole or in part, would have a dilutive effect on earnings per share.

 

Our results of operations depend upon the results of operations of our subsidiaries.

 

We are a multi-bank holding company that conducts substantially all of our operations through our subsidiary Trustmark National Bank and our other subsidiaries. As a result, our ability to make dividend payments on our common stock will depend primarily upon the receipt of dividends and other distributions from our subsidiaries.

 

The ability of our banking subsidiaries to pay dividends or make other payments to us is limited by their obligations to maintain sufficient capital and by other general regulatory restrictions on dividends. If they do not satisfy these regulatory requirements, we will be unable to pay dividends on our common stock.

 

In our 2009 fiscal year, pursuant to the regulations applicable to our primary banking subsidiary, Trustmark National Bank, it is able to dividend to us approximately $44.5 million in addition to its net income for the year without prior regulatory approval. See also “Business—Payment of Dividends and Other Restrictions” in our Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2008. No assurance can be given that our subsidiary Trustmark National Bank will continue to have the same or similar amounts available to dividend to us in the future.

 

We estimate that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $95.0 million (approximately $109.3 million if the underwriters exercise their over-allotment option in full).

 

Upon completion of this offering, we intend to notify the Treasury of our intent to redeem all 215,000 outstanding shares of our Senior Preferred. The approval of the Treasury and our banking regulators is required for the redemption of the Senior Preferred. We have consulted with our banking regulators as to our intent to redeem the Senior Preferred, and we understand that the Treasury will also consult with these regulators upon receipt of notice from us of our intent to so redeem. We can make no assurances as to when, or if, we will receive such approvals. If we receive such approvals, we expect to fund any such redemption in part with the proceeds of this offering. The Senior Preferred would be redeemed at its $1,000 per share liquidation amount, plus accrued and unpaid dividends (which we estimate will be approximately $0.9 million as of December 15, 2009, for the period from November 16, 2009 to December 15, 2009).

 

If we do not redeem the Senior Preferred, we intend to use the net proceeds of this offering for general corporate purposes.

 

If we redeem all of the 215,000 outstanding shares of our Senior Preferred, we intend to seek agreement with the Treasury to repurchase the warrant exercisable for 1,647,931 shares of our common stock, which we issued to the Treasury as part of our participation in the CPP, at its fair market value.

 

Our common stock is traded on the NASDAQ Global Select Market under the symbol “TRMK.” As of November 25, 2009, we had approximately 57,440,047 shares of common stock outstanding. On November 25, 2009, there were approximately 3,700 holders of record.

 

The following table sets forth the high and low sales prices of our common stock as reported by the NASDAQ Global Select Market for the periods indicated. The source of the data presented below is Nasdaq Online, a service for Nasdaq-listed companies.

 

 

The foregoing table shows only historical comparisons. These comparisons may not provide meaningful information to you in determining whether to purchase shares of our common stock. You are urged to obtain current market quotations for our common stock and to review carefully the other information contained in or incorporated by reference into the prospectus.

 

On November 25, 2009, the last reported price of our common stock on the NASDAQ Global Select Market was $19.36 per share.

 

The following table sets forth, for the periods indicated, the cash dividends per share declared and paid for our common stock. We declared a dividend of $0.23 per share on July 28, 2009 for the third quarter of 2009, which was paid on September 15, 2009 to shareholders of record on September 1, 2009. On October 27, 2009, we declared a dividend of $0.23 per share for the fourth quarter of 2009, which is payable on December 15, 2009 to shareholders of record on December 1, 2009.

 

 

 

 

Currently, our ability to declare or pay dividends on, or purchase, repurchase or otherwise acquire, shares of our common stock is subject to certain restrictions in the event that we fail to pay or set aside full dividends on the Senior Preferred for all past dividend periods. In addition, while we intend, subject to regulatory approval, to repurchase the Senior Preferred, as described in “Use of Proceeds,” currently, prior to the earliest of November 21, 2011, the redemption of all Senior Preferred or the transfer by the Treasury of all its shares of Senior Preferred to third parties, we must obtain regulatory approval to pay dividends on our common stock in excess of $0.23 per share.

 

The amounts of future dividends will depend upon earnings, overall financial condition, and capital requirements, as well as general business and market conditions, and will be determined by our Board of Directors on a quarterly basis. We cannot assure you that the current $0.23 quarterly cash dividend will not be reduced in the future. See also “Risk Factors—Risks Related to This Offering—Our Results of Operations Depend Upon the Results of Operations of Our Subsidiaries” elsewhere in this prospectus supplement.

 

The following table shows our cash and due from banks and capitalization as of September 30, 2009 ($ in thousands):

 

 

 

 

 

Capitalization

 

 

 

The following is a general summary of the material United States federal income and estate tax consequences that may be relevant to the purchase, ownership and disposition of our common stock as of the date of this prospectus supplement. Except where noted, this summary deals only with common stock that is held as a capital asset by a non-U.S. holder.

 

A “non-U.S. holder” means a person (other than a partnership) that is not for United States federal income tax purposes any of the following:

 

 

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended, or the Code, and regulations, rulings and judicial decisions as of the date of this prospectus. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income and estate tax consequences different from those summarized below. This summary does not address all aspects of United States federal income and estate taxes and does not deal with foreign, state, local or other tax considerations that may be relevant to non-U.S. holders in light of their personal circumstances. In addition, it does not represent a detailed description of the United States federal income and estate tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a United States expatriate, “controlled foreign corporation,” “passive foreign investment company,” corporation that accumulates earnings to avoid United States federal income tax or an investor in a pass-through entity). A change in law could alter significantly the tax considerations that we describe in this summary.

 

If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, you should consult your tax advisors.

 

If you are considering the purchase of our common stock, you should consult your own tax advisors concerning the particular United States federal income and estate tax consequences to you of the ownership of our common stock, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

 

DIVIDENDS

 

Dividends paid to a non-U.S. holder of our common stock generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, where a tax treaty applies, are attributable to a United States permanent establishment of the non-U.S. holder) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such

 

Material United States federal income and estate tax consequences to non-U.S. holders

 

 

dividends are subject to United States federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. A non-U.S. holder of our common stock who wishes to claim the benefit of an applicable treaty rate for dividends will be required to complete Internal Revenue Service Form W-8BEN (or other applicable form) and certify under penalty of perjury that such holder is eligible for benefits under the applicable treaty. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals. In addition, Treasury regulations provide special procedures for payments of dividends through certain intermediaries.

 

A non-U.S. holder of our common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service.

 

GAIN ON DISPOSITION OF COMMON STOCK

 

Any gain realized on the disposition of our common stock generally will not be subject to United States federal income tax unless:

 

 

An individual non-U.S. holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated United States federal income tax rates. An individual non-U.S. holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by United States source capital losses, even though the individual is not considered a resident of the United States. If a non-U.S. holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.

 

We believe we are not and do not anticipate becoming a “United States real property holding corporation” for United States federal income tax purposes.

 

FEDERAL ESTATE TAX

 

Common stock held by an individual non-U.S. holder at the time of death will be included in such holder’s gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

 

INFORMATION REPORTING AND BACKUP WITHHOLDING

 

We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

 

Material United States federal income and estate tax consequences to non-U.S. holders

 

 

A non-U.S. holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

 

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our common stock within the United States or conducted through certain United States- related financial intermediaries, unless the beneficial owner provides a properly executed Internal Revenue Service Form W-8BEN (or other applicable form) and certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code) or such owner otherwise establishes an exemption. Certain shareholders, including all corporations, are exempt from the backup withholding rules.

 

Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s United States federal income tax liability provided the required information is furnished to the Internal Revenue Service.

 

Our common stock may be acquired and held by an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or ERISA, or by an individual retirement account or other plan subject to Section 4975 of the Code. A fiduciary of an employee benefit plan subject to ERISA must determine that the purchase of our common stock is consistent with its fiduciary duties under ERISA. The fiduciary of an ERISA plan, as well as any other prospective investor subject to Section 4975 of the Code must also determine that its purchase of our common stock will not result in a non-exempt prohibited transaction as defined in Section 406 of ERISA and Section 4975 of the Code.

 

Governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) are not subject to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code but may be subject to similar provisions under applicable federal, state, local, non-U.S. or other laws, which we refer to as Similar Laws. Each holder of our common stock who has acquired our common stock with the assets of any plan, account or other arrangement which is subject to Section 406 of ERISA, Section 4975 of the Code, or any Similar Law, each of whom we refer to as a Plan Investor, will be deemed to have represented by its acquisition of our common stock that it has not relied on our advice, the advice of the underwriters or the advice of any of our affiliates in reaching the decision to acquire our common stock, and that its acquisition of our common stock does not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Law. The sale of common stock to any Plan Investor is in no respect a representation by us, the underwriters or any of our or their respective affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by Plan Investors generally or any particular Plan Investor, or that such an investment is appropriate for Plan Investors generally or any particular Plan Investor.

 

The foregoing discussion is general in nature and is not intended to be all inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in a breach of fiduciary duty or a non-exempt prohibited transaction, it is particularly important that fiduciaries, or other persons considering purchasing our common stock on behalf of, or with the assets of, any Plan Investor, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment.

 

We are offering the shares of our common stock described in this prospectus supplement and the accompanying prospectus through the underwriters named below. UBS Securities LLC and J.P. Morgan Securities Inc. are the joint book-running managers of this offering and representatives of the underwriters. We have entered into an underwriting agreement with the representatives. Subject to the terms and conditions of the underwriting agreement, each of the underwriters has severally agreed to purchase the number of shares of common stock listed next to its name in the following table.

 

 

The underwriting agreement provides that the underwriters must buy all of the shares if they buy any of them. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

 

Our common stock is offered subject to a number of conditions, including:

 

 

We have been advised by the representatives that the underwriters intend to make a market in our common stock, but that they are not obligated to do so and may discontinue making a market at any time without notice.

 

In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses electronically.

 

OVER-ALLOTMENT OPTION

 

We have granted the underwriters an option to buy up to an aggregate of      shares of our common stock. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. The underwriters have 30 days from the date of this prospectus to exercise this option. If the underwriters exercise this option, they will each purchase additional shares approximately in proportion to the amounts specified in the table above.

 

COMMISSIONS AND DISCOUNTS

 

Shares sold by the underwriters to the public will initially be offered at the public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $        per share from the public offering price. Any of these securities dealers may resell any shares purchased from the underwriters to other brokers or dealers at a discount of up to $        per share from the public offering price. If all the shares are not sold at the public offering price, the representatives may change the offering price and the other selling terms. Upon execution of the underwriting agreement, the underwriters will be obligated to purchase the shares at the prices and upon the terms stated therein and, as a result, will thereafter bear any risk associated with changing the offering price to the public or other selling terms.

 

Underwriting

 

 

The following table shows the per share and total underwriting discounts and commissions we will pay to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase an additional      shares of our common stock.

 

 

We estimate that the total expenses of this offering payable by us, not including the underwriting discounts and commissions, will be approximately $500,000.

 

NO SALES OF SIMILAR SECURITIES

 

We, our executive officers and directors and the executive officers and certain directors of Trustmark National Bank have entered into lock-up agreements with the underwriters.

 

Under these agreements, subject to certain exceptions, we may not (without the prior written approval of UBS Securities LLC and J.P. Morgan Securities Inc.) and such other persons may not (without the prior written approval of UBS Securities LLC), offer, sell, contract to sell or otherwise dispose of, directly or indirectly, or hedge our common stock or securities convertible into or exchangeable or exercisable for our common stock.

 

These restrictions will be in effect for a period of 90 days after the date of this prospectus supplement. At any time and without public notice, UBS Securities LLC and/or J.P. Morgan Securities Inc., as the case may be, may, jointly in its or their discretion, release some or all of the securities from these lock-up agreements.

 

INDEMNIFICATION

 

We have agreed to indemnify the underwriters against certain liabilities, including certain liabilities under the Securities Act. If we are unable to provide this indemnification, we have agreed to contribute to payments the underwriters may be required to make in respect of those liabilities.

 

NASDAQ GLOBAL MARKET LISTING

 

Our common stock is listed/quoted on the NASDAQ Global Select Market under the symbol “TRMK.”

 

PRICE STABILIZATION, SHORT POSITIONS

 

In connection with this offering, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of our common stock, including:

 

 

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while this offering is in progress. These transactions may also include making short sales of our common stock, which involve the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered short sales,” which are short positions in an amount not greater than the

 

Underwriting

 

 

underwriters’ over-allotment option referred to above, or may be “naked short sales,” which are short positions in excess of that amount.

 

The underwriters may close out any covered short position by either exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

 

Naked short sales are short sales made in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchased in this offering.

 

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

 

As a result of these activities, the price of our common stock may be higher that the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. The underwriters may carry out these transactions on The NASDAQ Global Market, in the over-the-counter market or otherwise.

 

AFFILIATIONS

 

Certain of the underwriters and their affiliates may from time to time provide certain commercial banking, financial advisory, investment banking and other services for us for which they were and will be entitled to receive separate fees. The underwriters and their affiliates may from time to time in the future engage in transactions with us and perform services for us in the ordinary course of their business.

 

EUROPEAN ECONOMIC AREA

 

In relation to each Member State of the European Economic Area, or EEA, which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from, and including, the date on which the Prospectus Directive is implemented in that Relevant Member State, or the Relevant Implementation Date, an offer to the public of our securities which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State, except that, with effect from, and including, the Relevant Implementation Date, an offer to the public in that Relevant Member State of our securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

 

a)  to legal entities which are authorized or regulated to operate in the financial markets, or, if not so authorized or regulated, whose corporate purpose is solely to invest in our securities;

 

b)  to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

 

c)  to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

 

d)  in any other circumstances falling within Article 3(2) of the Prospectus Directive. provided that no such offer of our securities shall result in a requirement for the publication by us or any underwriter or agent of a prospectus pursuant to Article 3 of the Prospectus Directive.

 

As used above, the expression “offered to the public” in relation to any of our securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our securities to be offered so as to enable an investor to decide to purchase or subscribe for our securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

 

The EEA selling restriction is in addition to any other selling restrictions set out in this prospectus.

 

UNITED KINGDOM

 

This prospectus is only being distributed to and is only directed at (1) persons who are outside the United Kingdom, (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or Order; or (3) high net worth companies, and other persons to who it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, all such person together being referred to as “relevant persons.” The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.

 

SWITZERLAND

 

Our securities may not and will not be publicly offered, distributed or re-distributed in or from Switzerland, and neither this prospectus nor any other solicitation for investments in our securities may be communicated or distributed in Switzerland in any way that could constitute a public offering within the meaning of articles 652a or 1156 of the Swiss Federal Code of Obligations or of Article 2 of the

 

Notice to investors

 

 

Federal Act on Investment Funds of March 18, 1994. This prospectus may not be copied, reproduced, distributed or passed on to others without the underwriters’ and agents’ prior written consent. This prospectus is not a prospectus within the meaning of Articles 1156 and 652a of the Swiss Code of Obligations or a listing prospectus according to article 32 of the Listing Rules of the Swiss exchange and may not comply with the information standards required thereunder. We will not apply for a listing of our securities on any Swiss stock exchange or other Swiss regulated market and this prospectus may not comply with the information required under the relevant listing rules. The securities have not been and will not be approved by any Swiss regulatory authority. The securities have not been and will not be registered with or supervised by the Swiss Federal Banking Commission, and have not been and will not be authorized under the Federal Act on Investment Funds of March 18, 1994. The investor protection afforded to acquirers of investment fund certificates by the Federal Act on Investment Funds of March 18, 1994 does not extend to acquirers of our securities.

 

HONG KONG

 

Our securities may not be offered or sold in Hong Kong, by means of this prospectus or any document other than to persons whose ordinary business is to buy or sell shares, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong). No advertisement, invitation or document relating to our securities may be issued or may be in the possession of any person other than with respect to the securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

 

SINGAPORE

 

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our securities may not be circulated or distributed, nor may our securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

 

Where our securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor; shares of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 of the SFA, except: (1) to an institutional investor (for corporations under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or any person pursuant to an offer that is made on terms that such shares of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) where the transfer is by operation of law.

 

Notice to investors

 

 

JAPAN

 

Our securities have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and our securities will not be offered or sold, directly or indirectly, in Japan, or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan, or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

 

AUSTRALIA

 

This prospectus is not a formal disclosure document and has not been lodged with the Australian Securities and Investments Commission. It does not purport to contain all information that an investor or their professional advisers would expect to find in a product disclosure statement for the purposes of Part 7.9 of the Corporations Act 2001 (Australia) in relation to the securities.

 

The securities are not being offered in Australia to “retail clients” as defined in section 761G of the Corporations Act 2001 (Australia). This offering is being made in Australia solely to “wholesale clients” as defined in section 761G of the Corporations Act 2001 (Australia) and as such no product disclosure statement in relation to the securities has been prepared.

 

This prospectus does not constitute an offer in Australia other than to wholesale clients. By submitting an application for our securities, you represent and warrant to us that you are a wholesale client. If any recipient is not a wholesale client, no applications for our securities will be accepted from such recipient. Any offer to a recipient in Australia, and any agreement arising from acceptance of such offer, is personal and may only be accepted by the recipient. In addition, by applying for our securities you undertake to us that, for a period of 12 months from the date of issue of the securities, you will not transfer any interest in the securities to any person in Australia other than a wholesale client.

 

The validity of the issuance of the common stock offered hereby by Trustmark will be passed upon for us by Brunini, Grantham, Grower & Hewes, PLLC, Jackson, Mississippi. Certain legal matters with respect to this offering will be passed upon for us by Covington & Burling LLP, New York, New York. The underwriters have been represented by Simpson Thacher & Bartlett LLP, New York, New York.

 

The consolidated financial statements of Trustmark as of December 31, 2008 and 2007, and for each of the years in the three-year period ended December 31, 2008, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2008, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

The audit report covering the consolidated financial statements refers to Trustmark’s 2008 change in accounting for fair value measurements, its 2007 change in accounting for uncertainty in tax positions and its 2006 change in accounting for defined benefit pension and postretirement benefit plans.

 

TRUSTMARK CORPORATION
248 East Capitol Street
Jackson, Mississippi 39201
(601) 208-5111

 

Common Stock

 

 

We may offer and sell from time to time, in one or more offerings, shares of our common stock at prices and on terms determined at the time of any such offering. We may offer and sell our common stock to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. Each time any shares of our common stock are offered pursuant to this prospectus, they will be accompanied by a prospectus supplement that will contain more specific information about the offering, including the names of any underwriters, if applicable. The prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the accompanying prospectus supplement and any other offering material we provide before you decide whether to invest in our common stock.

 

Our common stock is listed on the NASDAQ Global Select Market under the symbol “TRMK.” On November 25, 2009, the last reported sale price of Trustmark Corporation common stock on the NASDAQ Global Select Market was $19.36 per share.

 

Investing in our securities involves risks.  You should read this entire prospectus and any applicable prospectus supplement carefully before you make your investment decision. Please carefully consider the “Risk Factors” beginning on page 3 of this prospectus.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The date of this prospectus is November 30, 2009.

 

TABLE OF CONTENTS

 

 

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under the shelf registration statement, we may, from time to time, sell the offered securities described in this prospectus in one or more offerings.

 

Additionally, we may provide a prospectus supplement that will contain specific information about the terms of a particular offering. We may also provide a prospectus supplement to add, update or change information contained in this prospectus.

 

This prospectus and any accompanying prospectus supplement do not contain all of the information included in the shelf registration statement. We have omitted parts of the shelf registration statement in accordance with the rules and regulations of the SEC. For further information, we refer you to the shelf registration statement on Form S-3 of which this prospectus is a part, including its exhibits. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC rules and regulations require that an agreement or document be filed as an exhibit to the shelf registration statement, please see that agreement or document for a complete description of these matters.

 

You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it. No offer to sell these securities is being made in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus and, if applicable, any prospectus supplement or any document incorporated by reference in this prospectus or any prospectus supplement, is accurate as of any date other than the date on the front cover of this prospectus or on the front cover of the applicable prospectus supplement or documents or as specifically indicated in the document. Our business, financial condition, results of operations and prospects may have changed since that date.

 

You should read both this prospectus and any prospectus supplement together with the additional information described under the caption “Where You Can Find More Information” in this prospectus.

 

In this prospectus, “Trustmark,” “we,” “our,” “ours,” and “us” refer to Trustmark Corporation, which is a multi-bank holding company headquartered in Jackson, Mississippi, and its subsidiaries on a consolidated basis, unless the context otherwise requires.

 

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC. Certain information in the registration statement has been omitted from this prospectus in accordance with the rules of the SEC. We are a public company and file proxy statements and annual, quarterly and current

 

Where you can find more information

 

 

reports and other information with the SEC. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (www.sec.gov).

 

We incorporate into this prospectus information contained in documents which we file with the Securities and Exchange Commission. We are disclosing important information to you by referring you to those documents. The information which we incorporate by reference is an important part of this prospectus, and certain information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below, and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act:

 

 

All documents and reports that we file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus until the termination of the offering of all securities under this prospectus shall be deemed to be incorporated in this prospectus by reference. The information contained on our website (http://www.trustmark.com) is not incorporated into this prospectus.

 

In addition, we will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, other than exhibits to those documents. You should direct any requests for documents to Corporate Secretary, Trustmark Corporation, 248 East Capitol Street, Jackson, Mississippi 39201, or call (601) 208-5111.

 

Certain statements contained in this prospectus and the documents incorporated herein are not statements of historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or

 

Forward-looking statements

 

 

other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward-looking” information. These forward-looking statements include, but are not limited to, statements relating to anticipated future operating and financial performance measures, including net interest margin, credit quality, business initiatives, growth opportunities and growth rates, among other things and encompass any estimate, prediction, expectation, projection, opinion, anticipation, outlook or statement of belief included therein as well as the management assumptions underlying these forward-looking statements. Before you invest in our securities, you should be aware that the occurrence of the events described under the caption “Risk Factors” beginning on page 3 of this prospectus and in the information incorporated by reference, could have an adverse effect on our business, results of operations and financial condition. Should one or more of these risks materialize, or should any such underlying assumptions prove to be significantly different, actual results may vary significantly from those anticipated, estimated, projected or expected.

 

Risks that could cause actual results to differ materially from current expectations of management include, but are not limited to, changes in the level of nonperforming assets and charge-offs, local, state and national economic and market conditions, including the extent and duration of the current volatility in the credit and financial markets, changes in our ability to measure the fair value of assets in our portfolio, material changes in the level and/or volatility of market interest rates, the performance and demand for the products and services we offer, including the level and timing of withdrawals from our deposit accounts, the costs and effects of litigation and of unexpected or adverse outcomes in such litigation, our ability to attract noninterest-bearing deposits and other low-cost funds, competition in loan and deposit pricing, as well as the entry of new competitors into our markets through de novo expansion and acquisitions, economic conditions and monetary and other governmental actions designed to address the level and volatility of interest rates and the volatility of securities, currency and other markets, the enactment of legislation and changes in existing regulations, or enforcement practices, or the adoption of new regulations, changes in accounting standards and practices, including changes in the interpretation of existing standards, that effect our consolidated financial statements, changes in consumer spending, borrowings and savings habits, technological changes, changes in the financial performance or condition of Trustmark’s borrowers, changes in Trustmark’s ability to control expenses, changes in Trustmark’s compensation and benefit plans, greater than expected costs or difficulties related to the integration of new products and lines of business, natural disasters, acts of war or terrorism and other risks described in Trustmark’s filings with the Securities and Exchange Commission.

 

Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Except as required by law, Trustmark undertakes no obligation to update or revise any of this information, whether as the result of new information, future events or developments or otherwise.

 

Investing in our common stock involves risk.  You should carefully consider the specific risks discussed or incorporated by reference in the applicable prospectus supplement, together with all the other information contained in the prospectus supplement or contained in or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the caption “Risk Factors” included in the applicable prospectus supplement and in our Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2008, which are incorporated by reference in this prospectus, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future.

 

Unless otherwise indicated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the common stock offered by this prospectus for general corporate purposes, including working capital, capital expenditures, investments in or advances to existing or future subsidiaries, repayment of maturing obligations and refinancing of outstanding indebtedness. Pending any such use, we may temporarily invest the proceeds or use them to reduce short-term indebtedness.

 

The following description summarizes the terms of our capital stock but does not purport to be complete, and it is qualified in its entirety by reference to the applicable provisions of Mississippi law, including the Mississippi Business Corporation Act, our articles of incorporation, as amended, and our bylaws. Our articles of incorporation and bylaws are incorporated by reference as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2008, as amended, which is filed with the SEC. See “Where You Can Find More Information.”

 

COMMON STOCK

 

We have authorized 250,000,000 shares of common stock, no par value. The common stock is listed on the NASDAQ Global Select Market. Its symbol is “TRMK.”

 

Dividend Rights

 

Holders of outstanding shares of our common stock are entitled to receive such dividends, if any, as may be declared by our Board of Directors, in its discretion, out of funds legally available therefore.

 

Other than under certain circumstances, the consent of the United States Department of the Treasury (the “Treasury”) is required for any increase in the quarterly dividends per share of our common stock above $0.23 per share, until the earliest of (i) the date on which our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, (no par) liquidation preference $1,000 per share (the “Senior Preferred”) is redeemed in whole, (ii) November 21, 2011, or (iii) the transfer by the Treasury of all of its shares of the Senior Preferred to a third party. In addition, for as long as the Senior Preferred is outstanding, no dividends may be declared or paid on shares of junior preferred stock, shares of preferred stock ranking equal to the Senior Preferred, or shares of our common stock, nor may we repurchase or redeem any such shares, unless all accrued and unpaid dividends for all past dividend periods on the Senior Preferred are fully paid.

 

Voting Rights

 

Holders of common stock are entitled to one vote per share on all matters to be voted on by our shareholders, including the election of directors. Holders of common stock have cumulative voting rights with respect to the election of directors. Under the Mississippi Business Corporation Act, an affirmative vote of the majority of the shareholders present at a meeting is sufficient in order to take most shareholder actions. Certain extraordinary actions, such as mergers and share exchanges, require the affirmative vote of a majority of the shares entitled to vote.

 

Description of capital stock

 

 

Liquidation Rights

 

In the event of the liquidation of Trustmark, the holders of common stock are entitled to receive pro rata any assets distributed to shareholders with respect to their shares, after payment of all debts and payments to holders of our preferred stock, if any.

 

Preemptive Rights

 

Holders of common stock have no right to subscribe to additional shares of capital stock that may be issued by us.

 

Anti-Takeover Provisions Under Our Articles of Incorporation and Bylaws

 

Our articles of incorporation and bylaws contain provisions that may delay, deter or inhibit a future acquisition of us not approved by our Board of Directors. Such a result could occur even if our shareholders are offered an attractive value for their shares or even if a majority of our shareholders believe the takeover is in their best interest.

 

For example, our articles of incorporation authorize our Board of Directors to issue a series of preferred stock without any further approval from our shareholders, with the designations, preferences and relative rights, qualifications, limitations or restrictions, as the Board of Directors determines in its discretion. See “Preferred Stock” below for more information about the terms of any series of preferred stock that the Board may decide to issue.

 

Our bylaws include restrictions on the ability of a shareholder to call a special shareholder meeting and also establish advance notice procedures for the nomination of candidates for election to the Board of Directors by persons other than the Board of Directors and require that such a shareholder provide detailed information about the nominee and satisfy certain other conditions.

 

These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. These provisions are intended to encourage any person interested in acquiring us to negotiate with and obtain the approval of our Board of Directors in connection with any such transaction.

 

PREFERRED STOCK

 

Under our articles of incorporation, as amended, our Board of Directors has the authority, without further shareholder action, to issue a maximum of 20,000,000 shares of preferred stock, in one or more series, with such terms and for such consideration as may be fixed by the Board of Directors. As of the date of this prospectus, no preferred shares were issued and outstanding, other than the 215,000 shares of our Senior Preferred.

 

Senior Preferred

 

On November 21, 2008, we issued 215,000 shares of the Senior Preferred, having a liquidation amount of $1,000 per share, to Treasury under the Capital Purchase Program (“CPP”) for proceeds of $215,000,000. The Senior Preferred does not have preemptive rights or subscription rights.

 

Dividends

 

Dividends on the Senior Preferred accrue and are payable quarterly, on February 15, May 15, August 15 and November 15 of each year, at a rate of 5.00% per annum until, but excluding, February 15, 2014, and from that date and thereafter at a rate of 9.00% per annum. For as long as the Senior Preferred is outstanding, no dividends may be declared or paid on shares of junior preferred stock, shares of preferred stock ranking equal to the Senior Preferred, or shares of our common stock,

 

Description of capital stock

 

 

nor may we repurchase or redeem any such shares, unless all accrued and unpaid dividends for all past dividend periods on the Senior Preferred are fully paid. We have paid all scheduled and required dividends on the Senior Preferred through November 15, 2009.

 

Redemption

 

Under the terms of the original CPP, the Senior Preferred could not be redeemed within three years following the date of issuance except with the proceeds of a qualified equity offering. However, upon enactment in February of the American Recovery and Reinvestment Act of 2009, the Treasury is required, subject to consultation with appropriate banking regulators, to permit participants in the CPP to repay any amounts previously received without regard to whether the recipient has replaced such funds from any other source or to any waiting period. All redemptions of the Senior Preferred shall be at 100% of the issue price, plus any accrued and unpaid dividends.

 

Voting Rights

 

Except as provided below or as otherwise provided by applicable law, the holders of the Senior Preferred have no voting rights.

 

Whenever dividends payable on any shares of Senior Preferred shall have not been declared and paid in full for at least six quarterly dividend periods, whether or not for consecutive dividend periods, the number of directors on our board of directors will be increased by two and the holders of shares of Senior Preferred, together with the holders of all other affected classes and series of parity stock, voting as a single class, shall be entitled to elect the two additional directors. These voting rights will continue until full dividends have been paid for all accrued and unpaid dividends through the relevant dividend period.

 

So long as any shares of Senior Preferred are outstanding, the vote or consent of the holders of at least 662/3% of the shares of Senior Preferred shall be necessary for effecting or validating: (i) any amendment of our articles of incorporation to authorize, or increase the authorized amount of, or to issue, any shares of, or any securities convertible into or exchangeable for shares of, any class or series of capital stock ranking senior to the Senior Preferred with respect to payment of dividends or distribution of assets on our liquidation; as well as any amendment, alteration or repeal of any provision of our articles of incorporation or bylaws that would alter or change the voting powers, preferences or special rights of the Senior Preferred so as to affect them adversely; or (ii) any merger or consolidation of us with or into any entity other than a corporation, or any merger or consolidation of us with or into any other corporation if we are not the surviving corporation in such merger or consolidation and if the Senior Preferred is changed in such merger or consolidation into anything other than a class or series of preferred stock of the surviving or resulting corporation, or a corporation controlling such corporation, having voting powers, preferences and special rights that, taken as a whole, are materially less favorable to the holders thereof than those of the Senior Preferred immediately prior to such merger or consolidation.

 

WARRANT

 

In connection with the issuance of our Senior Preferred, we also issued a warrant for 1,647,931 shares of our common stock to the Treasury at an exercise price of $19.57 per share. The warrant was exercisable at issuance and expires on November 20, 2018. If we elect to repurchase our Senior Preferred, we will also have the right to repurchase the related warrant at fair market value. If we elect to repurchase our Senior Preferred but do not elect to repurchase the related warrant, we will be required to issue a substitute warrant to the Treasury that the Treasury may exercise or transfer to a third party.

 

We may sell our common stock offered by this prospectus:

 

 

Any underwriters or agents will be identified and their discounts, commissions and other items constituting underwriters’ compensation will be described in the applicable prospectus supplement.

 

We (directly or through agents) may sell, and the underwriters may resell, the common stock in one or more transactions, including negotiated transactions, at a fixed public offering price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

 

In connection with the sale of common stock, the underwriters or agents may receive compensation from us or from purchasers of the common stock for whom they may act as agents. The underwriters may sell common stock to or through dealers, who may also receive compensation from purchasers of the common stock for whom they may act as agents. Compensation may be in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of the common stock may be underwriters as defined in the Securities Act, and any discounts or commissions received by them from us and any profit on the resale of the common stock by them may be treated as underwriting discounts and commissions under the Securities Act.

 

We may indemnify the underwriters and agents against certain civil liabilities, including liabilities under the Securities Act, or contribute to payments they may be required to make in respect of such liabilities.

 

Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our affiliates in the ordinary course of their businesses.

 

If so indicated in the prospectus supplement relating to a particular offering of common stock, we will authorize underwriters, dealers or agents to solicit offers by certain institutions to purchase the common stock from us under delayed delivery contracts providing for payment and delivery at a future date. These contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of these contracts.

 

The validity of the issuance of the common stock offered hereby by Trustmark will be passed upon for us by Brunini, Grantham, Grower & Hewes, PLLC, Jackson, Mississippi. In connection with particular offerings of common stock, and if stated in the applicable prospectus supplements, certain legal matters with respect to such offerings will be passed upon for us by Covington & Burling LLP, New York, New York. Any underwriter, dealer or agent will be advised about other issues relating to any offering by its own legal counsel named in the applicable prospectus supplement.

 

The consolidated financial statements of Trustmark as of December 31, 2008 and 2007, and for each of the years in the three-year period ended December 31, 2008, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2008, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

The audit report covering the consolidated financial statements refers to Trustmark’s 2008 change in accounting for fair value measurements, its 2007 change in accounting for uncertainty in tax positions and its 2006 change in accounting for defined benefit pension and postretirement benefit plans.

 

 

PROSPECTUS

 

TRUSTMARK CORPORATION

 

Common Stock

 

The date of this prospectus is November 30, 2009.

 

 

You should rely only on the information contained in or incorporated by reference in this prospectus, the related prospectus supplement or any free writing prospectus by or on behalf of us. We have not authorized anyone to provide you with different information. We are not making offers to sell or seeking offers to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in or incorporated by reference in this prospectus is accurate as of the date on the front of this prospectus or incorporated document only, as the case may be. Our business, financial condition, results of operations and prospects may have changed since that date.