IBERIABANK CORPORATION (NASDAQ:IBKC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
On February28, 2017, IBERIABANK Corporation (IBKC), the holding
company for IBERIABANK, entered into a Stock Purchase Agreement
(the Purchase Agreement) 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, subject to certain
adjustments, including a limitation on issuing an amount of IBKC
common stock that exceeds 4.9% of the number of shares of IBKC
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, (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
will be filed by IBKC at a later time. 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).
Item3.02 Unregistered Sales of Equity Securities
The information provided in Item1.01 above is incorporated herein
by reference in its entirety.
| Item7.01 | Regulation FD Disclosure |
On February28, 2017, IBKC issued a press release announcing the
execution of the Purchase Agreement. A copy of the press release
is attached hereto as Exhibit 99.1. In addition, IBKC provided
supplemental information regarding the proposed transaction in
connection with presentations to analysts and investors.
Beginning on February28, 2017, IBKC intends to make the written
presentation available to investors, and post it on the Investor
Relations page of its internet website (www.iberiabank.com). In
addition, the supplemental information will be discussed during a
conference call on February28, 2017. IBKC is not undertaking any
obligation to update this presentation. The written presentation
is attached hereto as Exhibit 99.2.
Item8.01 Other Events
IBKC has also announced that it will shortly commence a follow-on
offering of $500,000,000 of its common stock.
| Item9.01 | Financial Statements and Exhibits |
| Exhibit99.1 | – |
Press Release dated February28, 2017, announcing the Purchase Agreement between IBKC, Banco Sabadell and Sabadell Unitedfurnished to Item7.01 as part of this Current Report on Form 8-K and is not to be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. |
| Exhibit99.2 | – |
Supplemental Information dated February 28, 2017, regarding the Purchase Agreement between IBKC, Banco Sabadell and Sabadell Unitedfurnished to Item 7.01 as part of this Current Report on Form 8-K and is not to be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. |
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 Forms
10-Q for the quarters ended March31, 2016,June30,
2016,September30, 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.
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IBERIABANK CORPORATION |
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| DATE: February 28, 2017 | By: |
/s/ Anthony J. Restel |
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Anthony J. Restel |
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Senior Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit Number |
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| 99.1 |
Press Release dated February 28, 2017, announcing the Purchase Agreement between IBKC, Banco Sabadell and Sabadell Unitedfurnished to Item 7.01 as part of this Current Report on Form 8-K and is not to be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. |
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| 99.2 |
Supplemental Information dated February 28, 2017, regarding the Purchase Agreement between IBKC, Banco Sabadell and Sabadell Unitedfurnished |
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 -1.40 at 84.75 with 263,099 shares trading hands.