8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)			July 29, 2011
MidSouth Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Louisiana		1-11826		72-1020809
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
102 Versailles Boulevard, Lafayette, Louisiana				70501
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code    337-237-8343
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events

On July 29, 2011, MidSouth Bancorp, Inc. announced its subsidiary, MidSouth Bank, NA, finalized its purchase of all five Jefferson Bank locations in the Dallas-Fort Worth area.  MidSouth Bank acquired the branch network from First Bank and Trust Company, which purchased Jefferson Bank’s assets in connection with the bankruptcy filing of Jefferson Bank’s parent company.  Additional information on the acquisition can be found on the Investor Relations tab of the Company’s website at www.midsouthbank.com.  A copy of the slides included under the Investor Relations tab are filed herewith as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits

99.1             Jefferson Acquisition slide deck

99.2           Press release dated July 29, 2011

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MIDSOUTH BANCORP, INC.
		Registrant
By:	/s/ James R. McLemore
	James R. McLemore
	Chief Financial Officer
Date:	July 29, 2011

EX-99.1

Exhibit 99.1

Jefferson Branch Acquisition

July 29, 2011

Transaction Summary

Description:Purchase of five Jefferson Bank branches in the Dallas Ft. Worth MSA

Seller:First Bank & Trust Co. (Following their acquisition of Jefferson Bank via
Section 363 sale through Jefferson Bank’s parent bankruptcy filing)

Purchase Price:$10.5 million
($7.5 M Deposit Premium + $3.6 M Fixed Assets - $0.6 M Loan Discount)

Assets Purchased:$70 million performing loans - credit diligence on over 80% of portfolio

DepositsPurchased:$164 million

Deposit Premium:4.6%

Loan Discount:1%

Transaction Expenses:$880,000 pretax (50% professional fees, 50% deconversion costs)
($98,000 Q1A; $115,000 Q2A, $627,000 Q3E ($0.04 per sh), $40,000 Q4E)

Cost Savings:Approx. 35% cost reductions vs. Jefferson stand alone level - from
reductions in credit costs and corporate overhead

Earnings Accretion:2011E - breakeven after transaction expenses
2012E - $0.11

2

3

Strategic Rationale

ØThe Dallas/Ft. Worth Metroplex is one of the most attractive markets in the
country with a strong regional economy, attractive demographics and
significant growth opportunities

ØApproximately 29% of deposits will be in Texas, more than double prior
levels

ØApproximately 32% of loans will be in Texas, up 50% from prior levels

ØLegal Lending Limit will increase more than 6X prior levels at Jefferson
expanding potential for loan growth

ØAllows for diversification of customer base from oil services industry other
attractive industries such as healthcare, technology and education

4

Pro Forma Impact

MidSouth

Bancorp,

Inc.

Jefferson

Bank

MidSouth

Bancorp, Inc.

Pro Forma With

Jefferson Bank

Loans

$580,099

$69,518

$650,099

Deposits

$825,896

$164,321

$990,217

Assets

$1,049,105

$164,321

$1,213,426

Branches

34

5

39

5

Demographic Profile

6

EX-99.2

Investor Contacts: Rusty Cloutier

  President & CEO  or

  Jim McLemore, CFA

  Sr. EVP & CFO

  337.237.8343

Media Contact:      Alex Calicchia

 Chief Marketing Officer

 337.593.3008

MidSouth Bank adds five Jefferson Bank locations to Texas franchise

LAFAYETTE, LA., July 29, 2011/PRNewswire-FirstCall/ -- MidSouth Bancorp, Inc. (NYSE Amex: MSL) announced its subsidiary, MidSouth Bank, NA, finalized its purchase of all five Jefferson Bank locations in the Dallas-Fort Worth area today.  MidSouth Bank acquired the branch network from First Bank and Trust Company, which purchased Jefferson Bank’s assets in connection with the bankruptcy filing of Jefferson Bank’s parent company.  Additional information on the acquisition can be found on the Investor Relations tab of the Company’s website at www.midsouthbank.com.

As part of the transaction, MidSouth Bank acquired $70 million in loans and assumed $164 million in deposits. The Dallas market, said MidSouth Bank President and CEO Rusty Cloutier, fits perfectly with the bank’s strategic expansion plans in Texas. “The Dallas acquisition is a great opportunity for us to meet our goal of expanding our franchise in Texas,” he noted, adding that the bank continues to look for opportunities in these markets where it can provide competitive financial services to customers. “We are happy to welcome Jefferson Bank customers and employees to MidSouth Bank and remain very enthusiastic about Texas, where more jobs have been created in the past five years than in all other states combined,” he continued. “Adding Dallas to our current Texas operations doubles our market share in Texas, and it gives us a strong footprint in a great state.”

 Cloutier commented further that MidSouth Bank is getting a high-quality workforce. “Jefferson Bank has some talented employees, and our existing staff is working hard to make them feel right at home as they make the transition,” he said.  Lynn Fowler, a Senior Vice President at MidSouth Bank for the past four years, has returned home to Dallas to serve as Regional President of the bank's Dallas and Central Texas Regions. Fowler has 33 years of banking experience.

Over the weekend of July 29-Aug. 1, signs on the Jefferson Bank buildings will be changed to MidSouth Bank, the first step in a two-phase conversion plan. Full conversion of systems, products and services will take place the weekend of Sept. 9.

About MidSouth Bancorp, Inc.

MidSouth Bancorp, Inc. is a bank holding company headquartered in Lafayette, Louisiana, with $1 billion in total assets as of June 30, 2011. Through our wholly owned subsidiary, MidSouth Bank, N.A., we offer a full range of banking services to commercial and retail customers in south Louisiana and southeast Texas. MidSouth Bank has 39 locations in Louisiana and Texas and more than 50 ATMs. More corporate information is available at www.midsouthbank.com.

Forward-Looking Statements

Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties.  These statements include, among others, statements regarding future results, closing on our SBLF funding, improvements in classified and criticized assets, changes in the local and national economy, the work-out of nonaccrual loans, the completion of the Jefferson Bank branch acquisition, the competition for other potential acquisitions and the impact of regulatory changes regarding electronic transactions  Actual results may differ materially from the results anticipated in these forward-looking statements.  Factors that might cause such a difference include, among other matters, changes in interest rates and market prices that could affect the net interest margin, asset valuation, and expense levels; changes in local economic and business conditions, including, without limitation, changes related to the oil and gas industries, that could adversely affect customers and their ability to repay borrowings under agreed upon terms, adversely affect the value of the underlying collateral related to their borrowings, and reduce demand for loans; the timing and ability to reach any agreement to restructure nonaccrual loans;  increased competition for deposits and loans which could affect compositions, rates and terms; the timing and impact of future acquisitions, the success or failure of integrating operations, and the ability to capitalize on growth opportunities upon entering new markets; loss of critical personnel and the challenge of hiring qualified personnel at reasonable compensation levels; legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, changes in the scope and cost of FDIC insurance and other coverages, and repayment of funds acquired under the U.S. Treasury’s Capital Purchase Program (the “CPP”); and other factors discussed under the heading “Risk Factors” in MidSouth’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 16, 2011 and in its other filings with the SEC.  MidSouth does not undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise, except as required by law.