SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2008
IBERIABANK CORPORATION
(Exact name of Registrant as Specified in Charter)
| Louisiana | 0-25756 | 72-1280718 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
200 West Congress Street, Lafayette, Louisiana 70501
(Address of Principal Executive Offices)
(337) 521-4003
Registrant’s telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
On December 16, 2008, IBERIABANK Corporation (NASDAQ: IBKC) (the “Company”) completed a follow-on public offering of 2,875,000 shares of its common stock at a public offering price of $40.00 per share, including the over-allotment option for 375,000 shares exercised by the underwriters. Net proceeds to the Company from the offering are expected to be approximately $109 million.
On December 5, 2008, the Company announced that it had issued and sold to the United States Department of the Treasury 90,000 shares of serial preferred stock for an aggregate purchase price of $90 million and a 10-year warrant to purchase up to 276,980 shares of the Company’s common stock at an exercise price of $48.74 per share, for an aggregate purchase price of $13.5 million. The shares of preferred stock and the warrant were issued pursuant to the Capital Purchase Program under the Treasury Department’s Troubled Asset Relief Program (commonly referred to as “TARP”). The Company expects that the completed follow-on public offering of common stock will be deemed a Qualified Equity Offering under the TARP Capital Purchase Program, resulting in, among other things, a 50% reduction in the shares of common stock underlying the warrant.
The information in this Item 7.01 will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Forward Looking Statements
To the extent that statements in this Current Report on Form 8-K relate to future plans, objectives, financial results or performance of IBERIABANK Corporation, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on management’s current information estimates and assumptions and the current economic environment, are generally identified by the use of the words “plan”, “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions. IBERIABANK Corporation’s actual strategies and results in future periods may differ materially form those currently expected due to various risks and uncertainties.
Actual results could differ materially because of factors such as our ability to execute our growth strategy, risks relating to the integration of acquired companies that have previously been operated separately, credit risk of our customers, effects of the on-going correction in residential real estate prices and reduced levels of home sales, continuing disruption in the credit and equity markets, sufficiency of our allowance for loan losses, changes in interest rates, access to funding sources, reliance on the services of executive management, competition for loans, deposits and investment dollars, reputational risk and social factors, changes in government regulations and legislation, geographic concentration of our markets, rapid changes in the financial services industry, and hurricanes
and other adverse weather events. These and other factors that may cause actual results to differ materially form these forward-looking statements are discussed in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission, available at the SEC’s website,www.sec.gov, and the Company’s website,www.iberiabank.com. All information in this release is as of the date of this release. The Company undertakes no duty to update any forward-looking statement to actual results or changes in the Company’s expectations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| IBERIABANK CORPORATION | ||||||
DATE: December 16, 2008 | By: | /s/ Daryl G. Byrd | ||||
| Daryl G. Byrd | ||||||
| President and Chief Executive Officer | ||||||