UNITED STATES
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): April 22, 2020
IBERIABANK CORPORATION
(Exact name of Registrant as Specified in Charter)
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Louisiana | | 001-37532 | | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
Common Stock (par value $1.00 per share) | | IBKC | | The NASDAQ Stock Market, LLC |
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| Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.625% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series B | | IBKCP | | The NASDAQ Stock Market, LLC |
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| Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.60% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series C | | IBKCO | | The NASDAQ Stock Market, LLC |
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| Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.100% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D | | IBKCN | | The NASDAQ Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On or about April 10, 2020, IBERIABANK Corporation (“IBKC”) provided notice to shareholders of record as of the close of business on February 24, 2020 that the location of the Special Meeting of Shareholders to vote on the Agreement and Plan of Merger entered into by IBKC and First Horizon National Corporation and related matters as described in the previously distributed joint proxy statement/prospectus (the “Special Meeting”) will be held online in a virtual meeting format only via live webcast on Friday, April 24, 2020 at 10:00 a.m. Central Time. Shareholders will not be able to attend the Special Meeting in person.
As previously announced, only those who login to the Special Meeting website at http://www.meetingcenter.io/202554549 as a “Shareholder” using their previously-provided control code and the password IBKC2020 will be permitted to vote and ask questions at the Special Meeting. Shareholders of record as of the close of business on February 24, 2020 can find the control number on their proxy card or notice, or email, they previously received. Beneficial holders with a legal proxy from their broker, bank or other nominee must have previously registered with Computershare and received a confirmation e-mail with a control code.
The Special Meeting website is currently available for the submission of questions in advance of the Special Meeting. To assist IBKC in conducting an orderly Special Meeting, “Shareholders” are encouraged to submit questions early to allow management time to review and organize questions for efficient responses.
“Shareholders” are also required to comply with the Rules of Conduct and Agenda which are filed as exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
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.
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| | | | IBERIABANK CORPORATION |
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DATE: April 22, 2020 | | | | By: | | /s/ Anthony J. Restel |
| | | | | | Anthony J. Restel |
| | | | | | Vice Chairman, Chief Financial Officer |
