NAVIGATION

January 18, 2018

News Release

IBERIABANK Corporation Announces Agreement to Acquire Sabadell United Bank, N.A.

| 3/1/2017
  • Significantly strengthens franchise in Florida, which will become IBERIABANK Corporation's largest state by deposits
  • Adds strong core deposit funding base in Southern Florida; approximately $4.5 billion pro forma deposits in the Miami Metropolitan Statistical Area
  • Sabadell United Bank, N.A. has a history of consistent growth, profitability, and favorable asset quality metrics
  • Significant growth opportunities expected from the combination; retention of key management to drive business forward
  • Accretive to EPS in 2018, 19%+ IRR, and limited impact to tangible book value per share

LAFAYETTE, La. -- IBERIABANK Corporation (NASDAQ: IBKC) ("IBKC"), holding company of the 129-year-old IBERIABANK (www.iberiabank.com) announced today the signing of a definitive agreement under which IBKC will acquire Sabadell United Bank, N.A. ("Sabadell United") from Banco de Sabadell, S.A. ("Banco Sabadell") in a stock and cash transaction valued at $1.025 billion. The proposed acquisition of Sabadell United by IBKC has been approved by the Board of Directors of IBKC and Banco Sabadell, and is expected to close in the second half of 2017. Upon completion of the acquisition, Sabadell United will be merged with and into IBERIABANK. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals.

Under the terms of the agreement, IBKC will purchase Sabadell United for $803 million in cash and approximately 2.61 million IBKC shares, valued at $222 million based on a 10-day VWAP through February 24, 2017. IBKC expects to finance the cash portion of the transaction, in part, through a public common stock offering of approximately $500 million, to be launched concurrently with this announcement. In addition, IBKC plans to use the $280 million net proceeds of the December 2016 common equity sale to support the acquisition. Banco Sabadell will own approximately 4.9 percent of IBKC common stock at transaction close.

Daryl G. Byrd, President and Chief Executive Officer of IBKC, commented, "We are very pleased to have the opportunity to bolster our South Florida franchise by joining forces with the exceptional team at Sabadell United. With a population of over six million people, the greater Miami area is a dynamic market with a strong concentration of commercial and industrial clients that are particularly attractive to us. Sabadell United's deep commercial and retail lending base, combined with strong core deposit funding and quality credit underwriting, provides an excellent fit with our unique culture and business model. Sabadell United delivers compelling long-term strategic value to IBERIABANK by complementing our existing Florida franchise. With this acquisition, our Company will have a meaningful presence in each of the five largest markets in the Southeast, further solidifying our status as a premier Southeastern banking franchise."

Fernando Pérez-Hickman, Chairman of Sabadell United, commented, "We are very excited about this combination and look forward to partnering with IBERIABANK. Sabadell United and IBERIABANK share a common belief that success is driven by people and relationships at the local level. We are proud to partner with an organization that mirrors our client relationship-focused approach to business and values local decision-making and community involvement."

On a pro forma basis including the common stock offering announced today, the transaction is expected to be approximately 6% and 10% accretive to IBKC's consensus fully diluted earnings per share ("EPS") in 2018 and 2019, respectively, expected to be neutral to IBKC's capital ratios, and to be approximately 2% dilutive to tangible book value per share on a pro forma basis at closing, excluding the impact of the common equity raise completed in December 2016. The tangible book value dilution is anticipated to be earned back in approximately 3.5 years, excluding the impact of the common equity raise completed in December 2016. The estimated internal rate of return for the transaction is expected to be approximately 19%, and, therefore, well in excess of IBKC's cost of capital.


About Sabadell United Bank, N.A

Sabadell United Bank, N.A, a subsidiary of Banco de Sabadell, S.A. (headquartered in Barcelona, Spain), was organized in 1974 as a nationally chartered commercial bank. Sabadell United is headquartered in Miami, Florida and offers a variety of banking and wealth management services to corporate and individual customers through its 26 branch locations located in Dade, Broward, Palm Beach, Hillsborough, Sarasota, and Collier Counties, in Florida. For the year ended December 31, 2016, Sabadell United reported net income of $49 million, a 3.04% net interest margin, 0.53% cost of interest bearing deposits, and 0.46% total deposit cost.

About IBERIABANK Corporation

IBERIABANK Corporation, a Louisiana corporation, is a financial holding company with 304 combined locations, including 199 bank branch offices and three loan production offices in Louisiana, Arkansas, Alabama, Tennessee, Texas, Florida, and Georgia, 24 title insurance offices in Arkansas and Louisiana, and mortgage representatives in 69 locations in 10 states. The Company has eight wealth management locations in four states and one IBERIA Capital Partners L.L.C. office in Louisiana.

IBERIABANK Corporation's common stock trades on the NASDAQ Global Select Market under the symbol "IBKC". IBERIABANK Corporation's Series B Preferred Stock and Series C Preferred Stock trade on the NASDAQ Global Select Market under the symbols "IBKCP" and "IBKCO", respectively. The Company's common stock market capitalization was approximately $3.8 billion, based on the NASDAQ Global Select Market closing stock price on February 24, 2017.

Additional Information

Goldman, Sachs & Co. and UBS Investment Bank served as financial advisors to IBKC and Simpson Thacher & Bartlett LLP served as legal advisor. Keefe, Bruyette & Woods served as financial advisor to Banco de Sabadell S.A. and Sabadell United Bank, N.A. and Hunton & Williams LLP served as legal advisor.

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 February 28, beginning at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) by dialing (888) 317-6003. The confirmation code for the call is 6797494.

Tags: Banking & Finance

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