IBERIABANK CORPORATION (NASDAQ:IBKC) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02
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Termination of a Material Definitive Agreement.
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Effective as of December 20, 2016, IBERIABANK Corporation (the
Company), entered into a termination agreement (the “Agreement”)
with the Federal Deposit Insurance Corporation (the “FDIC”) to
terminate IBERIABANK’s twelve loss share agreements with the FDIC
ahead of their contractual maturities. These loss share agreements
were related to IBERIABANK’s acquisition of certain assets and
assumption of certain liabilities of six failed banks through
FDIC-assisted transactions entered into between 2009 and 2011, as
well as two FDIC loss share agreements assumed in connection with
the Company’s acquisition of Georgia Commerce Bank, on May 31,
2015.
Company), entered into a termination agreement (the “Agreement”)
with the Federal Deposit Insurance Corporation (the “FDIC”) to
terminate IBERIABANK’s twelve loss share agreements with the FDIC
ahead of their contractual maturities. These loss share agreements
were related to IBERIABANK’s acquisition of certain assets and
assumption of certain liabilities of six failed banks through
FDIC-assisted transactions entered into between 2009 and 2011, as
well as two FDIC loss share agreements assumed in connection with
the Company’s acquisition of Georgia Commerce Bank, on May 31,
2015.
The loss share termination transaction was completed on December
20, 2016. Under the terms of the Agreement, the FDIC made a net
payment of $6.5 million to IBERIABANK as consideration for
termination of the loss share agreements. As a result of this
transaction, IBERIABANK expects to record a non-core after-tax
charge of approximately $11.2 million, or 26 cents per fully
diluted common share, during the fourth quarter of 2016, primarily
as a result of the write-offs of the remaining FDIC indemnification
asset and net loss share receivable, net of the payment received
from the FDIC.
20, 2016. Under the terms of the Agreement, the FDIC made a net
payment of $6.5 million to IBERIABANK as consideration for
termination of the loss share agreements. As a result of this
transaction, IBERIABANK expects to record a non-core after-tax
charge of approximately $11.2 million, or 26 cents per fully
diluted common share, during the fourth quarter of 2016, primarily
as a result of the write-offs of the remaining FDIC indemnification
asset and net loss share receivable, net of the payment received
from the FDIC.
All rights and obligations of IBERIABANK and the FDIC under the
loss share agreements, including the clawback provisions and the
settlement of outstanding loss share claims, have been resolved and
completed under the Agreement.
loss share agreements, including the clawback provisions and the
settlement of outstanding loss share claims, have been resolved and
completed under the Agreement.
The foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the Agreement itself, a
copy of which is filed as Exhibit 10.1 hereto and incorporated by
reference.
qualified in its entirety by reference to the Agreement itself, a
copy of which is filed as Exhibit 10.1 hereto and incorporated by
reference.
Item 7.01 Regulation FD Disclosure.
On December 21, 2016, the Company issued a press release announcing
IBERIABANK’s entry into the Agreement with the FDIC. A copy of
such release is furnished as Exhibit 99.1 to this report and
incorporated herein by reference.
IBERIABANK’s entry into the Agreement with the FDIC. A copy of
such release is furnished as Exhibit 99.1 to this report and
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, and shall not
be deemed incorporated by reference into any registration statement
or other document filed to the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, except as shall
be expressly set forth by specific reference in such filing.
information in this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, and shall not
be deemed incorporated by reference into any registration statement
or other document filed to the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description of Document
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10.1
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Termination Agreement among the Federal Deposit Insurance
Corporation, in its capacity as receiver of each of Capital South Bank, Century Bank, Orion Bank, Sterling Bank, Creekside Bank and Patriot Bank of Georgia, the Federal Deposit Insurance Corporation and IBERIABANK dated as of December 20, 2016 |
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99.1
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Press release dated December 21, 2016
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About IBERIABANK CORPORATION (NASDAQ:IBKC)