IBERIABANK CORPORATION (NASDAQ:IBKC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement

As previously reported in Item1.01 to IBERIABANK Corporations
(IBKC) Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on February28, 2017, IBKC, the
holding company for IBERIABANK, entered into a Stock Purchase
Agreement (the Purchase Agreement), dated as of February28, 2017,
with Banco de Sabadell, S.A. (Banco Sabadell) and Sabadell United
Bank, N.A., a wholly owned subsidiary of Banco Sabadell (Sabadell
United). to the Purchase Agreement, IBKC will acquire all of the
issued and outstanding shares of common stock of Sabadell United
from Banco Sabadell (the Acquisition), after which time Sabadell
United will merge with and into IBERIABANK. In consideration for
the Acquisition, IBKC will pay Banco Sabadell $803,113,980 in
cash and issue 2,610,304 shares of IBKC common stock, par value
$1.00 per share (the Common Stock), subject to certain
adjustments as described in the Purchase Agreement, including a
limitation on issuing an amount of Common Stock that exceeds 4.9%
of the number of shares of Common Stock that will be issued and
outstanding immediately following the Acquisition, in which case
cash will be substituted for such excess shares.

The Purchase Agreement contains customary representations and
warranties from both IBKC and Banco Sabadell, and each party has
agreed to customary covenants, including, among others, covenants
relating to the conduct of Sabadell Uniteds business during the
interim period between the execution of the Purchase Agreement
and the completion of the Acquisition. IBKC has agreed to use its
reasonable best efforts to prepare and file all applications,
notices and other documents to obtain all necessary consents and
approvals for consummation of the transactions contemplated by
the Purchase Agreement.

The completion of the Acquisition is subject to certain customary
closing conditions, including, among others, (a)the receipt of
requisite regulatory approvals without the imposition of a
materially burdensome regulatory condition as defined in the
Purchase Agreement, (b)the accuracy of the representations and
warranties of the other parties, subject to certain materiality
thresholds, (c)material compliance by the other parties with
their obligations under the Purchase Agreement, (d)the absence of
any injunction prohibiting the completion of the Acquisition and
(d)the approval for listing on NASDAQ of the shares of IBKC
common stock to be issued in the transaction. The Purchase
Agreement also contains customary indemnification rights for
transactions of this type of each of IBKC and Banco Sabadell,
including with respect to breaches of representations, warranties
or covenants and certain other specified matters. Certain of the
indemnification obligations of each party are subject to
deductible amounts and caps and other limitations on liability.

The foregoing description of the Purchase Agreement is included
to provide you with information regarding its terms. It does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Purchase Agreement, which
is filed as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

The Purchase Agreement contains representations and warranties of
IBKC and Banco Sabadell made to each other as of specific dates.
The assertions embodied in those representations and warranties
were made solely for purposes of the contract between IBKC, Banco
Sabadell and Sabadell United and are not intended to provide
factual, business or financial information regarding IBKC, Banco
Sabadell or Sabadell United. Moreover, some of those
representations and warranties may not be accurate or complete as
of any specified date, may be subject to a contractual standard
of materiality that may be different from those generally
applicable to investors, and may be subject to limitations agreed
by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating risk
between the parties rather than establishing matters as facts.
Accordingly, the representations and warranties may not describe
the actual state of affairs at the date they were made or at any
other time, and investors should not rely on them as statements
of fact. In addition, such representations and warranties were
made only as of the date of the Purchase Agreement or such other
date as is specified in the Purchase Agreement, and the
information concerning the subject matter of the representations
and warranties may change after the date of the Purchase
Agreement, which subsequent information may or may not be fully
reflected in the parties public disclosures. Accordingly, the
Purchase Agreement is included with this filing only to provide
investors with information regarding the terms of the Purchase
Agreement, and not to provide investors with any other factual
information regarding IBKC, Banco Sabadell or Sabadell United,
their respective affiliates or their respective businesses. The
Purchase Agreement should not be read alone, but should instead
be read in conjunction with the other information regarding IBKC
and Sabadell United, their respective affiliates or their
respective businesses, that may be contained in Forms 10-K, Forms
10-Q and other filings that IBKC may make with the SEC.

Item3.02 Unregistered Sales of Equity Securities

The information provided in Item1.01 above is incorporated herein
by reference in its entirety.

Item8.01 Other Events

On March 1, 2017, IBKC entered into an Underwriting Agreement
(the Underwriting Agreement) with Goldman Sachs Co. and UBS
Securities LLC, as representatives of the several underwriters
set forth therein (the Underwriters), to which IBKC agreed to
sell, and the Underwriters agreed to purchase, subject to and
upon terms and conditions set forth in the Underwriting
Agreement, an aggregate of 6,100,000 shares of Common Stock for
an aggregate purchase price of $506,300,000, or $83.00 per share,
less underwriting discounts. IBKC has granted the Underwriters an
option to purchase 610,000 additional shares of Common Stock. The
offering was made to an effective shelf registration statement
and is expected to close on March 7, 2017, subject to customary
closing conditions.

A copy of the Underwriting Agreement is attached hereto as
Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

On March 1, 2017, IBKC issued a press release announcing the
pricing of the offering. A copy of the press release is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

Item9.01 Financial Statements and Exhibits

Caution About Forward-Looking Statements

This Current Report contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995.
In general, forward-looking statements usually use words such as
may, believe, expect, anticipate, intend, will, should, plan,
estimate, predict, continue and potential or the negative of
these terms or other comparable terminology, including statements
related to the expected timing of the closing of the proposed
Acquisition, the expected returns and other benefits of the
proposed Acquisition to shareholders, expected improvement in
operating efficiency resulting from proposed transactions,
estimated expense reductions resulting from the transactions and
the timing of achievement of such reductions, the impact on and
timing of the recovery of the impact on tangible book value, and
the effect of the proposed transactions on IBKCs capital ratios.
Forward-looking statements represent managements beliefs, based
upon information available at the time the statements are made,
with regard to the matters addressed; they are not guarantees of
future performance. Forward-looking statements are subject to
numerous assumptions, risks and uncertainties that change over
time and could cause actual results or financial condition to
differ materially from those expressed in or implied by such
statements.

Factors that could cause or contribute to such differences
include, but are not limited to, the possibility that expected
benefits may not materialize in the time frames expected or at
all, or may be more costly to achieve; that the proposed
transactions may not be timely completed, if at all; that prior
to completion of the proposed transactions or thereafter, the
parties respective businesses may not perform as expected due to
transaction-related uncertainties or other factors; that the
parties are unable to implement successful integration
strategies; that the required regulatory or other closing
conditions are not satisfied in a timely manner, or at all;
reputational risks and the reaction of the parties customers to
the proposed transactions; diversion of management time to Stock
Sale and merger-related issues; and other factors and risk
influences contained in the cautionary language included under
the headings Managements Discussion and Analysis of Financial
Condition and Results of Operations and Risk Factors in IBKCs
Form 10-K for the fiscal year ended December31, 2016 and other
documents subsequently filed by IBKC with the SEC. Consequently,
no forward-looking statement can be guaranteed. IBKC does not
undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. For any forward-looking statements made in this
Current Report, the exhibits thereto or any related documents,
IBKC claims protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995.

to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on
its behalf by the undersigned, hereunto duly authorized.

EXHIBIT INDEX

About IBERIABANK CORPORATION (NASDAQ:IBKC)

IBERIABANK Corporation is a financial holding company. The Company is the holding company for IBERIABANK, a Louisiana banking corporation; Lenders Title Company, an Arkansas-chartered title insurance and closing services agency; IBERIA Capital Partners, LLC, a corporate finance services firm; 1887 Leasing, LLC, a holding company for its aircraft; IBERIA Asset Management, Inc., which provides wealth management and trust services to high net worth individuals, pension funds, corporations and trusts; 840 Denning, LLC, which invests in a commercial rental property, and IBERIA CDE L.L.C., which invests in purchased tax credits. IBERIABANK offers commercial and retail banking products and services to customers throughout locations in over seven states. It operates over 320 combined offices; over 20 title insurance offices; mortgage representatives in over 70 locations; over eight wealth management locations in over five states, and one IBERIA Capital Partners L.L.C. office in Louisiana.

IBERIABANK CORPORATION (NASDAQ:IBKC) Recent Trading Information

IBERIABANK CORPORATION (NASDAQ:IBKC) closed its last trading session down -1.20 at 82.60 with 3,923,453 shares trading hands.