Iberiabank Corp. (IBKC), holding company of the 127-year-old IBERIABANK and Old Florida Bancshares Inc., holding company of Old Florida Bank and New Traditions Bank announced the signing of a definitive agreement for IBKC to acquire Old Florida via merger.
The proposed merger of Old Florida with and into IBKC has been approved by the Board of Directors of each company. It is expected to close in the first quarter of 2015.
Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of Old Florida's shareholders.
As per the terms of the merger agreement, shareholders of Old Florida will receive IBKC common stock. Old Florida common shares are assumed to total approximately 10.89 million shares at closing, assuming approximately 10.56 million common shares outstanding and approximately 332,586 common shares associated with the conversion of the convertible preferred stock into common shares.
Each Old Florida common share will be exchanged for 0.34 share of IBKC common stock, subject to certain market price adjustments provided for in the merger agreement. Based on IBKC's closing stock price on October 24, 2014, of $64.13 per share, the stock consideration would equate to $21.80 per Old Florida common share, or approximately $238 million.
At September 30, 2014, Old Florida had approximately 2.1 million stock option shares outstanding with a weighted average exercise price of $11.66 per share. These stock options are anticipated to be in-the-money at closing. The merger agreement provides that any Old Florida stock options 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 October 24, 2014, of $64.13, the cash value for optional shares would be $21.3 million. The cash value of the stock options and stock consideration would equate to aggregate consideration of approximately $259 million.
John Burden, Sr., President and Chief Executive Officer of Old Florida, will be named Executive Vice President and Market President for Iberiabank's Central Florida franchise after the acquisition is consummated.
Acquisition and conversion related costs, including lease termination costs, are estimated to be approximately $21.6 million on a pre-tax basis. The transaction is expected to be 2%-3% accretive to IBKC's fully diluted earnings per share in 2016 and 2017.
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