Welcome!

News Feed Item

IBERIABANK Corporation Announces Agreement to Acquire First Private Holdings, Inc.

- Combination of two high-quality institutions

LAFAYETTE, La. and DALLAS, Texas, Feb. 11, 2014 /PRNewswire/ -- IBERIABANK Corporation (NASDAQ: IBKC) ("IBKC"), holding company of the 126-year-old IBERIABANK (www.iberiabank.com) and First Private Holdings, Inc. ("First Private"), holding company of Dallas, Texas-based First Private Bank of Texas (www.firstprivatetx.com) jointly announced today the signing of a definitive agreement for IBKC to acquire First Private via merger.  The proposed merger of First Private with and into IBKC has been approved by the Board of Directors of each company and is expected to close in the second quarter of 2014. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of First Private's shareholders.

Daryl Kirkham, President, and Chief Executive Officer of First Private, commented, "We are excited to join with an organization that shares our philosophical approach of conservative underwriting and exceptional client service.  Our clients will continue to enjoy the benefits of local decision-making, while gaining access to an expanded product set that includes commercial banking, wealth management, and a wide variety of residential mortgage lending options. With this combination, our shareholders will also benefit from enhanced liquidity and dividend income."

Daryl G. Byrd, President and Chief Executive Officer of IBKC, commented, "Daryl Kirkham and the Board of First Private have done a marvelous job successfully navigating the bank through a very challenging economic period.  The breadth and depth of their banking experience and skill is evident in the feat of First Private reporting no loans past due 90 days or more, net charge-offs, or nonperforming loans since the bank's inception in 2007. Those credit results are a testament to First Private's exceptional underwriting, portfolio management, and leadership.  We are delighted to partner with a team that can help us expand in the Dallas-Fort Worth Metroplex, as we did over the last three years in Houston." 

Under the terms of the merger agreement, shareholders of First Private will receive 0.27 shares of IBKC common stock for each share of First Private common stock outstanding, subject to certain market price adjustments provided for in the merger agreement.  If the transaction closes at June 30, 2014, First Private would have an aggregate of approximately 3,747,000 shares, assuming the full exercise of then vested options and warrants outstanding.  Any First Private stock options and warrants that remain outstanding immediately prior to closing, whether or not vested, will be cashed out at consummation of the merger. 

Based on IBKC's closing stock price on February 10, 2014 of $63.62, the transaction would have an aggregate estimated pro forma value of approximately $64 million, or $17.18 per First Private common share.  Assuming full exercise of vested options and warrants, the aggregate transaction value equates to 1.64 times First Private's adjusted book value and tangible book value at December 31, 2013, on a pro forma basis. 

IBKC currently estimates annual pre-tax expense reductions associated with transaction will be approximately 7% of First Private's annual expenses in 2013.  Assuming the transaction is completed in the second quarter of 2014, the expense savings are estimated to be fully achieved by the first quarter of 2015.  Estimated acquisition and conversion related costs are estimated to be approximately $5 million on a pre-tax basis.  Assuming synergies are fully phased in and excluding acquisition and conversion related costs, the transaction is expected to be dilutive to IBKC's 2015 fully diluted earnings per share ("EPS") by approximately 1% and accretive to 2016 EPS by an amount in excess of 2%.

The transaction is expected to have little impact on IBKC's capital ratios, and would be slightly accretive to tangible book value per share on a pro forma basis at December 31, 2013, excluding the estimated acquisition and conversion costs and slightly accretive on a pro forma basis at December 31, 2014, including those costs.  The estimated internal rate of return for the transaction is expected to be greater than 20%, and, therefore, in excess of IBKC's cost of capital.

About First Private Holdings, Inc.
First Private is the bank holding company for First Private Bank with two commercial bank branch offices in Dallas and Plano, Texas.   At December 31, 2013, First Private had:

- Total Consolidated Assets

$357 Million

- Total Cash and Investment Securities

$98 Million

- Total Gross Loans

$257 Million (4.05% yield)

- Noninterest Bearing Deposits

$48 Million (15% of total deposits)

- Total Deposits

$318 Million (0.51% cost)

- FHLB Borrowings

$7 Million (2.18% cost; average 6.5-year life)

- Shareholders' Equity

$33 Million ($39 million when fully exercised)

- Total Risk-Based Capital Ratio

15.33%

- Nonperforming Assets

None since inception

- Loans Past Due 90+ Days

None since inception

First Private had no brokered deposits and 34 full-time employees at December 31, 2013.  For the year of 2013, First Private reported net income of $1.4 million.  For the quarter ended December 31, 2013, First Private reported net income of $446,000 million, a 2.57% net interest margin, 0.69% cost of interest bearing deposits, and 0.73% cost of interest bearing liabilities.

About IBERIABANK Corporation
IBKC is a financial holding company with 267 combined offices, including 172 bank branch offices and four loan production offices in Louisiana, Arkansas, Tennessee, Alabama, Texas, and Florida, 21 title insurance offices in Arkansas and Louisiana, and mortgage representatives in 61 locations in 12 states.  IBERIABANK has eight locations with representatives of IBERIA Wealth Advisors in four states, and one IBERIA Capital Partners, L.L.C. office in New Orleans.

IBKC's common stock trades on the NASDAQ Global Select Market under the symbol "IBKC."  IBKC's market capitalization was approximately $1.9 billion, based on the NASDAQ Global Select Market closing stock price on February 10, 2014.

The following 13 investment firms currently provide equity research coverage on IBKC:

  • Bank of America Merrill Lynch
  • FIG Partners, LLC
  • Jefferies & Co., Inc.
  • Keefe, Bruyette & Woods, Inc.
  • Merion Capital Group
  • Oppenheimer & Co., Inc.
  • Raymond James & Associates, Inc.
  • Robert W. Baird & Company
  • Sandler O'Neill + Partners, L.P.
  • Stephens, Inc.
  • Sterne, Agee & Leach
  • SunTrust Robinson-Humphrey
  • Wunderlich Securities

Additional Information
First Private received financial advise from Macquarie Capital and was advised by the law firm of Haynie Rake Repass & Lowry, P.C.  IBKC was advised by the law firm of Jones Walker LLP.

IBKC has prepared a PowerPoint presentation that supplements information contained in this press release.  The PowerPoint presentation may be accessed on IBKC's web site, www.iberiabank.com, under "Investor Relations" and then "Presentations." IBKC will host a conference call associated with this announcement on Tuesday, February 11, 2014, beginning at 10:00 a.m. Central Time by dialing 1-866-814-8483. The confirmation code for the call is 318845.  A replay of the call will be available until midnight Central Time on February 18, 2014 by dialing 1-800-475-6701. The confirmation code for the replay is 318845. 

Caution About Forward-Looking Statements
This release 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 merger, the expected returns and other benefits of the proposed mergers with First Private and Teche Holding Company to shareholders, expected improvement in operating efficiency resulting from the proposed mergers, 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 mergers on IBKC's capital ratios.  Forward-looking statements represent management's 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, and there can be no assurances that: the proposed mergers will close when expected, the expected returns and other benefits of the proposed mergers to shareholders will be achieved, the expected operating efficiencies will result, estimated expense reductions resulting from the transactions will occur as and when expected, the impact on tangible book value will be recovered or as expected or that the effect on IBKC's capital ratios will be as expected.  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 merger transactions may not be timely completed, if at all; that prior to completion of the merger 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, shareholder, 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 merger transactions; diversion of management time to merger-related issues; and other factors and risk influences contained in the cautionary language included under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in IBKC's Form 10-K for the fiscal year ended December 31, 2012, and Form 10-Qs for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013, and other documents subsequently filed by IBKC with the SEC.  Consequently, no forward-looking statement can be guaranteed. Neither IBKC nor First Private undertakes 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 press release or any related documents, IBKC and First Private claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

This communication is being made in respect of the proposed merger transaction involving IBKC and First Private. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, IBKC will file with the SEC a registration statement on Form S-4 that will include a proxy statement/prospectus for the shareholders of First Private. IBKC also plans to file other documents with the SEC regarding the proposed merger transaction with First Private and the pending merger with Teche Holding Company. First Private will mail the final proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as well as other filings containing information about IBKC and First Private, will be available without charge, at the SEC's Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, when available, without charge, from  IBKC's website (http://www.iberiabank.com), under the heading "Investor Information" and on First Private's website, at http://www.firstprivatetx.com.

IBKC and First Private, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of First Private in respect of the proposed merger transaction. Information regarding the directors and executive officers of IBKC is set forth in the definitive proxy statement for IBKC's 2013 annual meeting of shareholders, as filed with the SEC on April 12, 2013, and in Forms 3, 4 and 5 filed with the SEC by its officers and directors.  Information regarding the directors and executive officers of First Private who may be deemed participants in the solicitation of the shareholders of First Private in connection with the proposed transaction will be included in the proxy statement/prospectus for First Private's special meeting of shareholders, which will be filed by IBKC with the SEC.  Additional information regarding the interests of such participants will be included in the proxy statement/prospectus and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available.

SOURCE IBERIABANK Corporation

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
SYS-CON Events announced today that Evatronix will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Evatronix SA offers comprehensive solutions in the design and implementation of electronic systems, in CAD / CAM deployment, and also is a designer and manufacturer of advanced 3D scanners for professional applications.
"I focus on what we are calling CAST Highlight, which is our SaaS application portfolio analysis tool. It is an extremely lightweight tool that can integrate with pretty much any build process right now," explained Andrew Siegmund, Application Migration Specialist for CAST, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
To get the most out of their data, successful companies are not focusing on queries and data lakes, they are actively integrating analytics into their operations with a data-first application development approach. Real-time adjustments to improve revenues, reduce costs, or mitigate risk rely on applications that minimize latency on a variety of data sources. In his session at @BigDataExpo, Jack Norris, Senior Vice President, Data and Applications at MapR Technologies, reviewed best practices to ...
As many know, the first generation of Cloud Management Platform (CMP) solutions were designed for managing virtual infrastructure (IaaS) and traditional applications. But that's no longer enough to satisfy evolving and complex business requirements. In his session at 21st Cloud Expo, Scott Davis, Embotics CTO, explored how next-generation CMPs ensure organizations can manage cloud-native and microservice-based application architectures, while also facilitating agile DevOps methodology. He expla...
SYS-CON Events announced today that Synametrics Technologies will exhibit at SYS-CON's 22nd International Cloud Expo®, which will take place on June 5-7, 2018, at the Javits Center in New York, NY. Synametrics Technologies is a privately held company based in Plainsboro, New Jersey that has been providing solutions for the developer community since 1997. Based on the success of its initial product offerings such as WinSQL, Xeams, SynaMan and Syncrify, Synametrics continues to create and hone inn...
"Evatronix provides design services to companies that need to integrate the IoT technology in their products but they don't necessarily have the expertise, knowledge and design team to do so," explained Adam Morawiec, VP of Business Development at Evatronix, in this SYS-CON.tv interview at @ThingsExpo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
DevOps promotes continuous improvement through a culture of collaboration. But in real terms, how do you: Integrate activities across diverse teams and services? Make objective decisions with system-wide visibility? Use feedback loops to enable learning and improvement? With technology insights and real-world examples, in his general session at @DevOpsSummit, at 21st Cloud Expo, Andi Mann, Chief Technology Advocate at Splunk, explored how leading organizations use data-driven DevOps to clos...
Recently, REAN Cloud built a digital concierge for a North Carolina hospital that had observed that most patient call button questions were repetitive. In addition, the paper-based process used to measure patient health metrics was laborious, not in real-time and sometimes error-prone. In their session at 21st Cloud Expo, Sean Finnerty, Executive Director, Practice Lead, Health Care & Life Science at REAN Cloud, and Dr. S.P.T. Krishnan, Principal Architect at REAN Cloud, discussed how they built...
The dynamic nature of the cloud means that change is a constant when it comes to modern cloud-based infrastructure. Delivering modern applications to end users, therefore, is a constantly shifting challenge. Delivery automation helps IT Ops teams ensure that apps are providing an optimal end user experience over hybrid-cloud and multi-cloud environments, no matter what the current state of the infrastructure is. To employ a delivery automation strategy that reflects your business rules, making r...
The past few years have brought a sea change in the way applications are architected, developed, and consumed—increasing both the complexity of testing and the business impact of software failures. How can software testing professionals keep pace with modern application delivery, given the trends that impact both architectures (cloud, microservices, and APIs) and processes (DevOps, agile, and continuous delivery)? This is where continuous testing comes in. D
Modern software design has fundamentally changed how we manage applications, causing many to turn to containers as the new virtual machine for resource management. As container adoption grows beyond stateless applications to stateful workloads, the need for persistent storage is foundational - something customers routinely cite as a top pain point. In his session at @DevOpsSummit at 21st Cloud Expo, Bill Borsari, Head of Systems Engineering at Datera, explored how organizations can reap the bene...
No hype cycles or predictions of a gazillion things here. IoT is here. You get it. You know your business and have great ideas for a business transformation strategy. What comes next? Time to make it happen. In his session at @ThingsExpo, Jay Mason, an Associate Partner of Analytics, IoT & Cybersecurity at M&S Consulting, presented a step-by-step plan to develop your technology implementation strategy. He also discussed the evaluation of communication standards and IoT messaging protocols, data...
In a recent survey, Sumo Logic surveyed 1,500 customers who employ cloud services such as Amazon Web Services (AWS), Microsoft Azure, and Google Cloud Platform (GCP). According to the survey, a quarter of the respondents have already deployed Docker containers and nearly as many (23 percent) are employing the AWS Lambda serverless computing framework. It’s clear: serverless is here to stay. The adoption does come with some needed changes, within both application development and operations. Tha...
Digital transformation is about embracing digital technologies into a company's culture to better connect with its customers, automate processes, create better tools, enter new markets, etc. Such a transformation requires continuous orchestration across teams and an environment based on open collaboration and daily experiments. In his session at 21st Cloud Expo, Alex Casalboni, Technical (Cloud) Evangelist at Cloud Academy, explored and discussed the most urgent unsolved challenges to achieve f...
With tough new regulations coming to Europe on data privacy in May 2018, Calligo will explain why in reality the effect is global and transforms how you consider critical data. EU GDPR fundamentally rewrites the rules for cloud, Big Data and IoT. In his session at 21st Cloud Expo, Adam Ryan, Vice President and General Manager EMEA at Calligo, examined the regulations and provided insight on how it affects technology, challenges the established rules and will usher in new levels of diligence arou...