IBERIABANK Corp strengthens its hold in the Tampa Bay area by merging with Florida Bank Group, Inc.
IBERIABANK Corp and Florida Bank Group, Inc. have announced the signing of a definitive agreement for IBKC to acquire Florida Bank Group through a merger. The proposed merger of Florida Bank Group with and into IBKC has been approved by the Board of Directors of each company and is expected to close in the first quarter of 2015.
Completion of the transaction is subject to customary closing conditions. This includes the receipt of required regulatory approvals and the Florida Bank Group’s shareholders approvals.
Susan Martinez, President and Chief Executive Officer of Florida Bank Group, has commented in an exclusive interview, “Our organization has undergone tremendous change and we are very proud of our people and the strong teamwork they exhibited over the last several years. We faced a very challenging operating environment and executed very well on our plan. I am particularly proud of our effective and efficient delivery of high-quality client service. We are very excited to be joining forces with IBERIABANK and together grow to become the leading financial institution serving our clients and communities.”
On the other hand, Daryl G. Byrd, President and Chief Executive Officer of IBKC, has commented, “Susie Martinez, her team, and the Florida Bank Group Board of Directors have done an outstanding job in rebuilding their organization and preparing for future client growth opportunities. We are very excited to be teaming up with them and entering the Tampa Bay market in such a high-quality manner. The Tampa Bay area has a very strong concentration of commercial and industrial companies, which is a segment of banking in which our company excels. With the addition of Florida Bank Group, we will extend our brand throughout the west coast of central and south Florida and into Jacksonville in northeast Florida.”
Florida Bank Group shareholders will receive a combination of cash and IBKC common stock. Common shares are assumed to total approximately 5,051,745 shares at closing, assuming approximately 2,471,745 common shares outstanding, approximately 2,480,000 common shares associated with the conversion of the convertible preferred stock into common shares, and 100,000 warrants outstanding that are assumed to be exercised prior to closing of the transaction.
The following considerations are expected when the transaction has been finalized:
Florida Bank Group shareholders shall receive cash equal to $7.81 per share of then outstanding Florida Bank Group common stock. This includes shares of preferred stock that will convert to common shares in the merger. Aggregate cash consideration is approximately $39.4 million.
Each Florida Bank Group common share will be exchanged for 0.149 share of IBKC common stock, subject to certain market price adjustments provided for in the merger agreement.
At September 30, 2014, Florida Bank Group had 374,400 unvested stock option shares outstanding with an exercise price of $7.74 per share. Florida Bank Group 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 October 2, 2014, of $62.61, the cash value for optional shares would be $3.5 million.
IBKC’s capital ratios will be slightly reduced due to this merger and be less than 1% dilutive to tangible book value per share on a pro forma basis at closing. The tangible book value dilution is expected to be earned in a span of two years. The estimated internal rate of return for the transaction is expected to be greater than 20%.
IBERIABANK Corporation is a financial holding company with offices in Louisiana, Arkansas, Tennessee, Alabama, Texas, and Florida and representatives of IBERIA Wealth Advisors in four states, and one IBERIA Capital Partners, L.L.C. office in New Orleans. IBERIABANK holds the #1 market share position along with a comprehensive retail, commercial, and private banking franchise. IBERIABANK ranks second in market share in Northeast Louisiana with an outstanding retail system and growing commercial and private banking presence. IBERIABANK stock market evolution:
About Daryl G. Byrd
Mr. Daryl G. Byrd has been President and Chief Executive Officer at Iberiabank Corp. since July 2000 and July 1999 respectively. Mr. Byrd has been … a Director of Iberiabank Corp. and Iberiabank since 1999. He earned a Bachelor of Science degree in Business Administration from Samford University in 1976 and a Master of Business Administration degree from the University of Alabama at Birmingham in 1978.
About Florida Bank Group
Florida Bank Group, Inc. operates as the bank holding company for Florida Bank that provides commercial and retail banking services to businesses and individuals in the United States. It accepts various deposit products, including demand interest bearing and non-interest bearing accounts, money market deposit accounts, NOW accounts, direct deposits, and time deposit accounts. Florida Bank Group operates approximately 14 full service banking centers in the Florida counties of Hillsborough, Pinellas, Duval, Leon, Manatee, and St. Johns. It is headquartered in Tampa, Florida.
About Susan Martinez
Ms. Susan Martinez has been the Chief Executive Officer and President of Florida Bank Group, Inc. and Florida Bank since November 18, 2010 and also serves as its Director. Ms. Martinez served as the Senior Executive Vice President and President of Florida region at Regions Financial Corp. until December 31, 2007.