![]() Acquisition of Old Florida Bancshares, Inc. October 27, 2014 Exhibit 99.2 |
![]() Safe Harbor And Legend 2 Statements contained in this presentation which are not historical facts and which pertain to future operating results of IBERIABANK Corporation and its subsidiaries constitute “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in IBERIABANK Corporation’s periodic filings with the SEC. In connection with the proposed merger, IBERIABANK Corporation will file a Registration Statement on Form S-4 that will contain a proxy statement / prospectus. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT / PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement / prospectus (when it is available) and other documents containing information about the transaction with Old Florida Bancshares, Inc., and the pending merger with Florida Bank Group, Inc. without charge, at the SEC’s website at http://www.sec.gov. Copies of the proxy statement / prospectus and the SEC filings that will be incorporated by reference in the proxy statement / prospectus may also be obtained for free from the IBERIABANK Corporation website, www.iberiabank.com, under the heading “Investor Information”. This communication is not a solicitation of any vote or approval, is not an offer to purchase shares of Old Florida Bancshares, Inc. common stock, nor is it an offer to sell shares of IBERIABANK Corporation common stock which may be issued in any proposed merger with Old Florida Bancshares, Inc. The issuance of IBERIABANK Corporation common stock in any proposed merger with Old Florida Bancshares, Inc. would have to be registered under the Securities Act of 1933, as amended (the “Act”), and such IBERIABANK Corporation common stock would be offered only by means of a prospectus complying with the Act. |
![]() Compelling Strategic Rationale Transaction Rationale • New market acquisition of an Orlando, Florida-based commercial bank • Largest community bank in the Orlando MSA • Established and complementary customer profile • Strong core deposit franchise with $1.2 billion in low-cost deposits • 14 bank offices located in Florida – 12 offices in the Orlando area and two offices approximately 70 miles north of Tampa • Emphasis on small to mid-market C&I / owner-occupied CRE with $1.1 billion in gross loans • Adds approximately $1.4 billion in total assets • Approximately 2% accretive to EPS in 2016 and 3% accretive in 2017 • Tangible book value dilution of approximately 2% at consummation • Tangible book value breakeven, including one-time acquisition and conversion related costs, in less than four years • Transaction has neutral impact on capital ratios • Anticipate internal rate of return in excess of 20% • Comprehensive due diligence completed, including credit review • Strong credit / underwriting culture and excellent asset quality • Limited loss content expected (1.2% of gross loans on a par basis) • Conversion and integration experience reduces integration risk Financially Attractive Low Risk 3 |
![]() Notes: (1) The agreement provides for a fixed exchange ratio with pricing collars that fix the value received by Old Florida’s shareholders if the weighted average trading price of IBERIABANK Corporation’s common stock were to decline below $57.31 per share, or exceed $70.05 per share, over a specified period (2) Assumes common and preferred converted shares and no exercise of options outstanding (3) Assumes all stock options outstanding are cashed out at consummation 4 4 4 4 4 4 Transaction Overview • Tax-free, stock-for-stock exchange • Fixed exchange ratio of 0.34 share of IBERIABANK common stock for each Old Florida Bancshares, Inc. ("Old Florida") share within price collars and floating exchange ratios outside collars (1) Consideration Deal Value Valuation Multiples Due Diligence Required Approvals Timing • $238 million for total equity (2) outstanding based on IBERIABANK Corporation’s closing price of $64.13 on October 24, 2014 • $21.80 per Old Florida common share outstanding (2) • Estimated $21 million in cash liquidation value of all options outstanding (3) • Completed comprehensive due diligence • Old Florida shareholder approval • Customary regulatory approvals • Expected closing in first quarter of 2015 Shareholders’ Aggregate Value Equity (2) Including Options (3) • Price / Total Book: 163% 178% • Price / Tangible Book: 170% 185% |
![]() Solidifies our Florida Franchise IBERIABANK Old Florida Florida Bank Group Pro Forma Diversification (Deposits) Florida Market Share & Rankings Rank in Top 6 markets 2014 Rank Institution Branch Deposits ($mm) Market Share Miami Tampa Orlando J'Ville Sara- sota Fort Myers 1 Bank of America 602 85,310 18.91 2 1 2 1 1 2 2 Wells Fargo 652 71,336 15.81 1 2 3 3 2 1 3 SunTrust 506 43,769 9.70 5 3 1 5 3 3 4 JPMorgan Chase 388 21,621 4.79 4 7 4 23 6 8 5 Regions 363 19,102 4.23 12 4 6 6 7 11 6 BB&T 326 15,773 3.50 7 6 7 7 4 5 7 Citigroup 56 15,201 3.37 3 - - 34 - - 8 EverBank 14 13,959 3.09 31 21 - 2 - 15 9 BankUnited 103 10,876 2.41 6 17 31 - 13 14 10 Toronto-Dominion 166 10,355 2.30 10 11 11 8 - - 16 Pro Forma IBERIABANK 78 4,248 0.85 41 22 8 26 8 7 21 IBERIABANK (1) 64 3,042 0.58 41 22 - 26 8 7 Total for Institutions in Market 5,441 451,131 • IBERIABANK Corporation will have a meaningful presence in the six largest MSAs in the state of Florida • Pro forma ranks #16 in the state of Florida with $4.3 billion in total deposits and 78 branches • Florida is the fourth largest state in the nation as measured by both population and gross state product 5 Miami Tampa Orlando Jacksonville Sarasota Fort Myers Source: SNL Financial as of June 30, 2014 Regulatory Data (1) IBERIABANK is pro forma for acquisition of Florida Bank Group, Inc. announced in October 2014 |
![]() 6 6 Orlando Market Highlights Growing Metro Product with Falling Unemployment • Large and stable economy with a favorable growth forecast • Orlando MSA has current population of 2.3 million people with projected growth of 7.5% over the next five years • Strong job creation has led to net migration into the area, while keeping the unemployment rate below 6% in 2014 • New home permit issuance at 1.6% of the existing housing stock, about twice the national average • Deep and sophisticated C&I client base across a diversified array of industries Diversified Economy Source: SNL Financial as of June 30, 2014; Moody's Analytics indexed to 100 in 2009 |
![]() 7 7 Franchise Highlights Medical District - South Orlando – 918 South Orange Ave Orlando, $111.7 mm Lake Mary – 7090 CR 46A Lake Mary, $40.0 mm Apopka – 1420 W Orange Blossom Trail Apopka, $36.9 mm Source: SNL Financial as of June 30, 2014 (1) SNL ranking $500 million to $5 billion in assets in 2013 • In a market dominated by money center banks and super-regionals, Old Florida is the largest local player in terms of branches and deposit share • Old Florida's main office and 11 bank branches in the Orlando area • Two branches in Citrus County, Florida, expanding from the Tampa footprint • Strong core deposit franchise concentrated in Orlando market • Total deposits of $1.1 billion in market • Average deposits per branch of $94 million • Cost of deposits of approximately 0.29% • High quality, experienced management team and board of directors with strong local connectivity • Favorable commercial lending platforms, including attractive niche specialty finance businesses • Top 100 best performing bank in the nation, two years in a row (1) |
![]() 8 8 Specialty Businesses • Mercantile Capital Corporation established in 2002 • Acquired by Old Florida Bancshares, Inc. in 2010 and is a wholly-owned subsidiary of the bank. • Provides structuring, SBA qualification, underwriting and closing services to borrowers • Provides short-term, interim first and second mortgage loans that are typically paid off by permanent first mortgage lender and SBA debenture funding • Focus is on 504 lending and not 7(a) financing • 30% of loans are in Florida • Approximately $45 million in book balances • In the 12 years of existence, MCC had only one troubled loan • 63% of portfolio is in Florida, 21% in Georgia, 6% in South Carolina, 3% in Mississippi, and 7% in other states • Entire portfolio is made up of loans (does not provide lease financing) • Focus is on heavy, income producing equipment – where a rental value or specific value in fulfilling a contract can be calculated • Industry concentration on logging and excavation equipment • Loan portfolio is approximately $78 million • Typical deal size is less than $500,000 and the maximum loan term is five years SBA 504 Lending Equipment Finance Business |
![]() 9 9 Presence in Florida's Six-Largest MSAs Source: SNL Financial as of June 30, 2014 Regulatory Data IBERIABANK pro forma for pending acquisition of Florida Bank Group, Inc. and Old Florida Bancshares, Inc. Miami – Fort Lauderdale – West Palm Beach Rank Institution Branches Deposits ($mm) Market Share 1 Wells Fargo 204 31,326 16.76 2 Bank of America 199 28,896 15.46 3 Citigroup 55 15,184 8.12 4 JPMorgan Chase 185 14,143 7.56 5 SunTrust 102 11,317 6.05 6 BankUnited 69 8,837 4.73 7 BB&T 114 6,248 3.34 8 Mercantil Servicios 16 5,677 3.04 9 HSBC 17 5,309 2.84 10 Toronto - Dominion 71 5,301 2.84 41 IBERIABANK 8 404 0.22 Total in Market 1,665 175,835 North Port – Sarasota – Bradenton Rank Institution Branches Deposits ($mm) Market Share 1 Bank of America 35 3,223 18.88 2 Wells Fargo 30 2,586 15.15 3 SunTrust 31 1,959 11.47 4 BB&T 20 1,189 6.97 5 Fifth Third 16 787 4.61 6 JPMorgan Chase 19 775 4.54 7 Regions 16 513 3.01 8 IBERIABANK 9 480 2.81 9 Bank of Montreal 11 480 2.81 10 PNC 10 372 2.18 Total in Market 300 17,072 Orlando – Kissimmee - Sanford Rank Institution Branches Deposits ($mm) Market Share 1 SunTrust 64 9,490 23.34 2 Bank of America 63 8,381 20.61 3 Wells Fargo 55 6,817 16.76 4 JPMorgan Chase 53 2,589 6.37 5 Fifth Third 40 1,668 4.1 6 Regions 47 1,660 4.08 7 BB&T 40 1,578 3.88 8 IBERIABANK 12 1,129 2.78 9 PNC 23 628 1.54 10 Three Shores 4 547 1.35 Total in Market 579 40,664 Tampa – St. Petersburg – Clearwater Rank Institution Branches Deposits ($mm) Market Share 1 Bank of America 93 10,855 19.64 2 Wells Fargo 87 9,715 17.57 3 SunTrust 95 7,725 13.97 4 Regions 79 5,878 10.63 5 Fifth Third 44 2,795 5.06 6 BB&T 48 2,539 4.59 7 JPMorgan Chase 55 1,650 2.98 8 USAmeriBancorp 13 1,547 2.8 9 Tampa Bay 10 1,210 2.19 10 TFS Financial 5 1,080 1.95 22 IBERIABANK 8 289 0.52 Total in Market 764 55,282 Cape Coral – Fort Myers Rank Institution Branches Deposits ($mm) Market Share 1 Wells Fargo 34 2,123 16.59 2 Bank of America 28 1,854 14.48 3 SunTrust 24 1,715 13.4 4 Fifth Third 18 1,114 8.7 5 BB&T 20 844 6.59 6 FineMark 3 520 4.06 7 IBERIABANK 10 439 3.43 8 JPMorgan Chase 11 373 2.91 9 Northern Trust 3 351 2.74 10 FCB 4 328 2.56 Total in Market 224 12,800 Jacksonville Rank Institution Branches Deposits ($mm) Market Share 1 Bank of America 35 20,751 42.05 2 EverBank 6 12,303 24.93 3 Wells Fargo 63 5,973 12.1 4 BBVA 25 1,934 3.92 5 SunTrust 27 1,811 3.67 6 Regions 24 1,246 2.53 7 BB&T 14 557 1.13 8 Toronto -Dominion 7 544 1.1 9 Ameris 10 470 0.95 10 Jacksonville 9 423 0.86 26 IBERIABANK 3 72 0.14 Total in Market 321 49,353 |
![]() 10 10 10 10 10 10 • Approximately 80 people involved in due diligence process; credit team included 27 associates performing both on-site credit file and off-site credit portfolio reviews • Reviewed 98% of outstanding loan balances and nearly 98% of total number of loans • Approximately 60% of outstanding loan balances were reviewed on-site with the remainder analyzed by off-site portfolio review Total Loans: $1.1 billion Yield on Loans: 5.17% Credit Summary Diligence Scope Loan Portfolio Comments Loan Portfolio Composition Source: Financial data as of September 30, 2014 • Majority are in-market loans • Primarily focused on commercial lending • Good asset quality metrics: • Non-performing assets /Assets = 0.98% • Non-performing loans/Loans = 0.74% • Credit mark of approximately $13.1 million on a pre-tax par basis ($5.6 million on a pre-tax book basis) • Allowance for loan losses of $10.0 million |
![]() 11 11 11 11 11 11 Merger Considerations • No corporate or bank board seats • Old Florida board members invited to form the nucleus of IBERIABANK Corporation’s Central Florida Advisory Board • Two employment contracts • Savings equate to approximately 30% compared to Old Florida’s total expenses • No office consolidations anticipated Approximately $22 million in pre-tax costs: • $3.6 million in change of control contracts • $3.6 million in severance/retention payments • $3.2 million in contract terminations • $2.8 million in lease terminations • $1.3 million in system conversions • $0.6 million in marketing/communications • $6.5 million in other merger-related expense Costs & Synergies Merger-Related Costs |
![]() 12 12 12 12 12 12 Conservative Financial Assumptions Cost Savings: Merger Related Costs: • Gross loss estimate of $13.1 million on a pre-tax par basis, or $5.6 million on a pre-tax book basis • Current allowance for loan losses of $10.0 million • Approximately $22 million on a pre-tax basis Credit Mark: Other Marks: • Aggregate negative $3.0 in other marks including securities portfolio, loan rate, OREO, fixed assets Financial Assumptions & Impact Attractive Financial Impact Notes: (1) Pro forma capital ratios include pending Florida Bank Group, Inc. transaction • Approximately 2% accretive to EPS in 2016 and 3% accretive in 2017 • Tangible book value dilution of approximately 2% at consummation • Tangible book value breakeven, including one-time acquisition and conversion related costs, of under four years • Strong pro forma capital ratios (1) : • Tangible common equity ratio = 8.5% • Total risk based capital ratio = 12.3% • Internal rate of return over 20%; well in excess of our cost of capital Annual run-rate cost savings of approximately $9 million on a pre-tax basis Represents approximately of 30% of Old Florida’s run-rate 2014 non-interest expenses Expect run-rate savings to be achieved within six months of closing |
![]() Appendix |
![]() 14 14 14 14 14 14 Orlando Marketplace 2008 2009 2010 2011 2012 2013 INDICATORS 2014 2015 2016 2017 2018 2019 107.2 100.4 100.6 101.1 103.5 106.0 Gross metro product 108.3 111.8 115.3 118.7 121.5 123.9 (2.3) (6.4) 0.2 0.6 2.3 2.4 % change 2.2 3.2 3.2 2.9 2.4 2.0 1,064.7 997.5 992.3 1,005.6 1,031.9 1,065.0 Total employment (000s) 1,099.6 1,133.3 1,173.5 1,208.2 1,233.5 1,256.3 (1.7) (6.3) (0.5) 1.3 2.6 3.2 %change 3.2 3.1 3.6 3.0 2.1 1.8 5.9 10.3 11.3 10.2 8.7 6.9 Unemployment rate (%) 5.9 5.8 5.4 4.9 4.6 4.6 1.2 (5.1) 3.9 4.7 5.0 3.3 Personal income growth (%) 5.9 7.9 8.1 7.4 6.3 5.6 50.6 47.1 46.6 46.1 46.8 47.9 Median household income ($000s) 49.3 51.2 53.2 55.1 56.8 58.2 2,087.5 2,111.9 2,139.4 2,174.2 2,223.5 2,267.8 Population (000s) 2,314.6 2,368.6 2,429.5 2,496.6 2,566.5 2,638.1 1.4 1.2 7.3 7.6 2.3 2.0 % change 2.1 2.3 2.6 2.8 2.8 2.8 14.6 10.0 14.5 23.3 37.2 32.0 Net migration (000s) 35.0 42.2 49.0 55.1 57.9 59.5 5,280 3,707 4,221 4.533 7,322 9.222 Single-family permits (#) 8,539 13,607 19,681 21,088 19,968 19,565 4,953 780 1,033 1,972 4,684 6,341 Multifamily permits (#) 7,565 9,417 11.217 10,549 10,141 10,161 211.2 150.4 134.6 125.3 133.7 161.2 Existing-home price ($000s) 181.3 188.3 194.1 197.1 200.4 205.8 One of the fastest-growing mature economies in the nation, forecasted to well outpace the US average The area provides abundant jobs for both skilled and unskilled labor, moderate living cost, strong housing demand and thriving industries including healthcare and tourism Source: Moody’s Analytics as of June 2014 |
![]() 15 15 15 15 15 15 Orlando Demographics Per Capita Income High-Tech Employment (000s) % of Total ORL 44.5 4.2 US 6,431.1 4.7 Housing-Related Employment (000s) % of Total ORL 120.3 11.3 US 12,401.4 9.1 Job Specialization Net Migration Population Growth Source: Moody's Analytics as of June 2014; Local Market Monitor for the Orlando MSA as of October 2014 |
![]() 16 16 16 16 16 16 Orlando Housing Market • House values expected to increase by 12% over the next year, above the national average of 7.2% • Historical foreclosures from the housing bubble still pull down house prices, as those are sold further potential for increase in prices Actual and Equilibrium Home Prices Housing Permits Home Price Change Monthly Rent Source: Local Market Monitor as of October 2014 |
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