IBERIABANK to acquire Gibraltar Private Bank & Trust
IBERIABANK Corporation and Gibraltar Private Bank & Trust Co. jointly announced the signing of a definitive agreement for IBKC to acquire Gibraltar through the merger of Gibraltar with and into IBERIABANK. The proposed merger has been approved by the board of directors of each company and is expected to close in the first quarter of 2018. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of Gibraltar's shareholders. Under the terms of the merger agreement, each share of Gibraltar common stock, including restricted stock awards (whether vested or not vested) will be exchanged for 1.9749 shares of IBKC common stock, subject to certain adjustments provided for in the merger agreement. Options to acquire Gibraltar common stock, whether or not vested, will be cashed out at the consummation of the merger. Based on the closing share price for IBKC common stock of $80.15, on October 19, 2017, Gibraltar shareholders will receive IBKC shares valued at approximately $158.29 per Gibraltar common share and IBKC expects to issue approximately 2.79M shares of IBKC common stock in the transaction, valuing the transaction at $223M for the equity, or 1.56x tangible book value at June 30, 2017. IBKC currently estimates annual pre-tax expense reductions associated with the transaction will be in excess of 60% of Gibraltar's run-rate expenses in 2017. The expense savings are anticipated to be fully achieved, on a run-rate basis, within six months of closing. Acquisition and conversion related costs are estimated to be approximately $34.2M on a pre-tax basis. The transaction is expected to be 2%-3% accretive to IBKC's fully diluted earnings per share in 2019 and 2020. The transaction is anticipated to have no material effect on IBKC's capital ratios which are expected to remain well in excess of adequate regulatory levels and consistent with past operating levels of the company. In addition, the transaction is expected to be less than 1% dilutive to tangible book value per share on a pro forma basis at closing. The tangible book value dilution is anticipated to be earned back in approximately two years after closing. 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.