IBERIABANK CORPORATION (NASDAQ:IBKC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On July31, 2017, in connection with the closing of the Acquisition as described in Item 1.01 below, IBERIABANK Corporation (“IBKC”) entered into a Registration Rights Agreement, dated as of July31, 2017 (the “Registration Rights Agreement”), by and among IBKC and Banco de Sabadell, S.A. (“Banco Sabadell”). to the Registration Rights Agreement, IBKC has agreed to provide Banco Sabadell with certain customary registration rights with respect to the shares of IBKC common stock issued as consideration for the Acquisition. The Registration Rights Agreement contains customary terms and conditions, including certain customary indemnification obligations. The registration obligations will terminate upon the earliest of 6 months after the completion of the Acquisition, the sale of all registrable shares to an effective registration statement or the sale or transfer of all registrable shares to any person who is not an affiliate of Banco Sabadell.
In connection with the entry into the Registration Rights Agreement, Banco Sabadell has advised IBKC that, as of the date hereof, it has no present plans to sell any shares of IBKC common stock. We note that the plan of distribution included in the prospectus supplement to be filed to the Registration Rights Agreement provides Banco Sabadell may, from time to time, sell shares of IBKC common stock through a broad range of methods and Sabadell’s present plans regarding the IBKC common stock may change.
The foregoing description of the Registration Rights 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 Registration Rights Agreement, which is incorporated herein by reference to Exhibit 4.1 of this Current Report on Form 8-K.
| Item 1.01 | Completion of Acquisition or Disposition of Assets |
On July31, 2017, IBKC, the holding company for IBERIABANK, completed the acquisition (the “Acquisition”) of all of the issued and outstanding shares of common stock of Sabadell United Bank, N.A. (“Sabadell United”) from Banco Sabadell to the Stock Purchase Agreement, dated as of February28, 2017 (the “Purchase Agreement”), by and among IBKC, Banco Sabadell and Sabadell United.
IBKC paid Banco Sabadell $803,113,980 in cash and issued 2,610,304 shares of IBKC common stock as consideration for the Acquisition.
Immediately following the Acquisition, Sabadell United merged with and into IBERIABANK, a Louisiana banking organization and wholly owned subsidiary of IBKC, with IBERIABANK as the surviving entity.
The foregoing description of the Acquisition and 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 incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by IBKC on March2, 2017. The foregoing description should also 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 Securities and Exchange Commission (the “SEC”).
| Item 1.01 | Unregistered Sales of Equity Securities |
The information provided in Items1.01 and 2.01 above is incorporated herein by reference in its entirety.
| Item 1.01 | Regulation FD Disclosure |
On August1, 2017, IBKC issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.
In addition, on July 31, 2017, IBKC filed a prospectus supplement with the SEC in connection with the resale by Banco Sabadell of the 2,610,304 shares of IBKC common stock it received as consideration for the Acquisition, to the Registration Rights Agreement.
The prospectus supplement was filed to IBKC’s existing Registration Statement on Form S-3 (File No.333-202489). In connection with the resale, the legal opinion as to the legality of the IBKC common stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 1.01 | Financial Statements and Exhibits |
(a) Financial Statements of Business Acquired
The financial statements required to be filed under this Item 1.01(a) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required to be filed under this Item 1.01(b) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits
| Exhibit2.1 | Stock Purchase Agreement, dated as of February28, 2017, by and among IBERIABANK Corporation, Banco de Sabadell, S.A. and Sabadell United Bank (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by IBERIABANK Corporation on March2, 2017). |
| Exhibit 4.1 | Registration Rights Agreement, dated as of July31, 2017, by and among IBERIABANK Corporation and Banco de Sabadell, S.A. |
| Exhibit 5.1 | Opinion of Jones Walker LLP, counsel for the Company, regarding the legality of the IBKC common stock. |
| Exhibit 23.1 | Consent of Jones Walker LLP, counsel for the Company (included as part of Exhibit 5.1) |
| Exhibit99.1 | Press Release dated August1, 2017, announcing the completion of the Acquisition—furnished to Item 1.01 as part of this Current Report on Form 8-K and is not to be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. |
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.
| IBERIABANK CORPORATION | ||
| DATE: July31, 2017 | By: |
/s/ Anthony J. Restel |
| Anthony J. Restel | ||
|
Senior Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit Number |
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| 2.1 | Stock Purchase Agreement, dated as of February28, 2017, by and among IBERIABANK Corporation, Banco de Sabadell, S.A. and Sabadell United Bank (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by IBERIABANK Corporation on March2, 2017). |
| 4.1 | Registration Rights Agreement, dated as of July31, 2017, by and among IBERIABANK Corporation and Banco de Sabadell, S.A. |
| 5.1 | Opinion of Jones Walker LLP, counsel for the Company, regarding the legality of the IBKC common stock. |
| 23.1 | Consent of Jones Walker LLP, counsel for the Company (included as part of Exhibit 5.1) |
| 99.1 | Press Release dated August1, 2017, announcing the completion of the Acquisition—furnished IBERIABANK CORP ExhibitEX-4.1 2 d422022dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is entered into as of July 31,…To view the full exhibit click hereAbout 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. |
