8-K

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): May 20, 2009

IBERIABANK CORPORATION

(Exact name of Registrant as Specified in Charter)

Louisiana	0-25756	72-1280718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 West Congress Street, Lafayette, Louisiana 70501

(Address of Principal Executive Offices)

(337) 521-4003

Registrant’s telephone number, including area code

NOT APPLICABLE

(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 20, 2009, IBERIABANK Corporation (the “Company”) entered into a Warrant Repurchase Agreement (the “Repurchase Agreement”) with the United States Department of the Treasury (the “Treasury”) to repurchase the warrant to purchase 138,490 shares of Company common stock that the Company had issued and sold to the Treasury (the “Warrant”) in connection with the Company’s issuance and sale to the Treasury of $90 million aggregate liquidation preference of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Preferred Stock”) under the Treasury’s Capital Purchase Program (the “CPP”). The Company repurchased the Warrant for $1.2 million. The Company previously repurchased the Preferred Stock on March 31, 2009 for $90 million plus the accrued and unpaid dividend. As a result of the Warrant repurchase, the Treasury does not own any Company securities under the CPP. A copy of the Warrant Repurchase Agreement is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.

ITEM 8.01 OTHER EVENTS

On May 20, 2009, the Company issued a press release announcing the transaction described above under “Item 1.01 Entry into a Material Definitive Agreement.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 10.1	Warrant Repurchase Agreement dated May 20, 2009, between IBERIABANK Corporation and the United States Department of Treasury.
Exhibit 99.1	Press Release dated May 20, 2009.

SIGNATURES

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.

	IBERIABANK CORPORATION
DATE: May 20, 2009	By:	/s/ Daryl G. Byrd
		Daryl G. Byrd
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Warrant Repurchase Agreement dated May 20, 2009, between IBERIABANK Corporation and the United States Department of the Treasury.
99.1	Press Release dated May 20, 2009.

EX-10.1

Exhibit 10.1

UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

May 20, 2009

Ladies and Gentlemen:

Reference is made to the redemption of preferred shares as of the date set forth on Schedule A hereto (the “Preferred Shares”), by the company set forth on Schedule A hereto (the “Company”).

The Company has completed the redemption of all of the Preferred Shares issued to the United States Department of the Treasury (the “Investor”) pursuant to the Securities Purchase Agreement – Standard Terms (including the Annexes thereto) and the Letter Agreement, (including the Schedules thereto), dated as of December 5, 2008 (the “Securities Purchase Agreement”) between the Company and the Investor. Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor. In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

(a) The Company hereby acknowledges receipt from the Investor of the Warrant; and

(b) The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY
By:	/s/ Duane D. Morse
Name:	Duane Morse
Title:	Chief Risk and Compliance Officer
IBERIABANK CORPORATION:
By:	/s/ George J. Becker III
Name:	George J. Becker III
Title:	Executive Vice President and Corporate Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

May 20, 2009

Contact:

Daryl G. Byrd, President and CEO (337) 521-4003

John R. Davis, Senior Executive Vice President (337) 521-4005

IBERIABANK Corporation Repurchases Warrant From U.S. Treasury

LAFAYETTE, LOUISIANA — IBERIABANK Corporation (NASDAQ: IBKC), holding company of the 122-year-old IBERIABANK (www.iberiabank.com) and IBERIABANK fsb (www.iberiabankfsb.com), announced today that it has repurchased the warrant to purchase 138,490 shares of common stock issued to the U.S. Department of the Treasury on December 5, 2008. The Company repurchased the warrant for $1.2 million.

The repurchase has no impact on the Company’s results of operations. Payment of the repurchase price results in a reduction of the Company’s cash and an offsetting reduction of paid in capital.

On March 31, 2009, the Company announced that it had repurchased all of the $90 million in preferred, non-voting stock that had been issued and sold to the Treasury Department pursuant to Treasury’s Capital Purchase Program for healthy financial institutions.

IBERIABANK Corporation

IBERIABANK Corporation is a multi-bank financial holding company with 151 combined offices, including 88 bank branch offices in Louisiana, Arkansas, and Tennessee, one loan production office in Alabama, one loan production office in Texas, 26 title insurance offices in Arkansas and Louisiana, and mortgage representatives in 35 locations in eight states. The Company’s common stock trades on the NASDAQ Global Select Market under the symbol “IBKC” and the Company’s market capitalization is approximately $720 million, based on the closing stock price on May 19, 2009.