8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(AMENDMENT NO. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2014

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:

x 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))

EXPLANATORY NOTE

On October 27, 2014, the Registrant reported on Form 8-K an Agreement and Plan of Merger dated as of October 26, 2014, with Old Florida Bancshares, Inc. (the “Form 8-K”).

This Amendment No. 1 to the Form 8-K is being furnished solely to correct slide 5 of the presentation contained in Exhibit 99.2. Florida Market Share and Rankings pro forma data for IBKC & OFB and IBERIABANK have been corrected.

The changes described above are the only portions of the Form 8-K being amended herein. This Amendment No. 1 does not change any other information set forth in the Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement

On October 26, 2014, IBERIABANK Corporation (“IBKC”), the holding company for IBERIABANK, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Old Florida Bancshares, Inc. (“OFBS”), the holding company for Old Florida Bank and New Traditions Bank. Under the Merger Agreement, OFBS will merge with and into IBKC (the “Merger”) after which Old Florida Bank and New Traditions Bank will merge with and into IBERIABANK. Each outstanding share of OFBS’s common stock is to be converted into the right to receive 0.34 of a share of IBKC common stock at the effective time of the Merger (the “Exchange Ratio”), plus cash in lieu of any fractional share interest. The Exchange Ratio will be adjusted if the per share market price of IBKC common stock on the NASDAQ Global Select Market during the prescribed measurement period prior to the Merger falls below $57.31 or rises above $70.05, pursuant to the formula set forth in Merger Agreement. All outstanding OFBS convertible preferred stock will be converted into OFBS common stock on or prior to the Merger date. All unexercised OFBS stock options, whether or not vested, will be cashed out in connection with the transaction pursuant to the formula set forth in the Merger Agreement.

The directors and certain executive officers of OFBS have entered into support agreements concurrent with the execution of the Merger Agreement (collectively, the “Support Agreements”). The Support Agreements provide that each director and certain executive officer of OFBS will vote his or her shares (other than shares held in a fiduciary capacity) in favor of approval of the Merger Agreement. The Support Agreements also restrict the transfer of the individual’s OFBS shares during the period between signing and the completion of the Merger.

The Merger Agreement contains usual and customary representations and warranties that IBKC and OFBS made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between IBKC and OFBS, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between IBKC and OFBS rather than establishing matters as facts.

The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference in its entirety. The related press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Merger Agreement has been approved by the boards of directors of each of IBKC and OFBS. Subject to the required approval of OFBS’s shareholders, requisite regulatory approvals, the effectiveness of the registration statement to be filed by IBKC with respect to the stock to be issued in the transaction, and other customary closing conditions.

Item 7.01 Regulation FD Disclosure

IBKC has posted on the “Investor Relations” page of its internet website (www.iberiabank.com) supplemental information related to its proposed merger with OFBS. A copy of the supplemental information is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The foregoing description is qualified in its entirety by reference to such exhibit. IBKC is not undertaking any obligation to update this presentation.

Item 9.01 Financial Statements and Exhibits

Exhibit 2.1 -	Merger Agreement, dated October 26, 2014, between IBKC and OFBS.*
Exhibit 99.1 -	Press Release dated October 27, 2014, announcing Merger Agreement with OFBS.*
Exhibit 99.2 -	Supplemental Information dated October 27, 2014—furnished pursuant to 7.01 as part of this Current Report on Form 8-K and is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.

* Previously filed.

Caution About Forward-Looking Statements.

This Current Report contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the proposed merger, the expected returns and other benefits of the proposed mergers with OFBS and Florida Bank Group, Inc. to shareholders, expected improvement in operating efficiency resulting from proposed mergers, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the mergers on IBKC’s capital ratios. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.

Factors that could cause or contribute to such differences include, but are not limited to, the possibility that expected benefits may not materialize in the time frames expected or at all, or may be more costly to achieve; that the merger transactions may not be timely completed, if at all; that prior to completion of the merger transactions or thereafter, the parties’ respective businesses may not perform as expected due to transaction-related uncertainties or other factors; that the parties are unable to implement successful integration strategies; that the required regulatory, shareholder, or other closing conditions are not satisfied in a timely manner, or at all; reputational risks and the reaction of the parties’ customers to the merger transactions; diversion of management time to merger-related issues; and other factors and risk influences contained in the cautionary language included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in IBKC’s Form 10-K for the fiscal year ended December 31, 2013, and Forms 10-Q for the quarters ended March 31, 2014, June 30, 2014, and other documents subsequently filed by IBKC with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither IBKC nor OFBS undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this Current Report, the exhibits thereto or any related documents, IBKC and OFBS claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

This communication is being made in respect of the proposed merger transaction involving IBKC and OFBS. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, IBKC will file with the SEC a registration statement on Form S-4 that will include a proxy statement/prospectus for the shareholders of OFBS. IBKC also plans to file other documents with the SEC regarding the proposed merger transaction with OFBS and the pending merger with Florida Bank Group, Inc. OFBS will mail the final proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as well as other filings containing information about IBKC and OFBS, will be available without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, when available, without charge, from IBKC’s website (http://www.iberiabank.com).

IBKC and OFBS, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of OFBS in respect of the proposed merger transaction. Information regarding the directors and executive officers of IBKC is set forth in the definitive proxy statement for IBKC’s 2014 annual meeting of shareholders, as filed with the SEC on April 7, 2014, and in Forms 3, 4 and 5 filed with the SEC by its

officers and directors. Information regarding the directors and executive officers of OFBS who may be deemed participants in the solicitation of the shareholders of OFBS in connection with the proposed transaction will be included in the proxy statement/prospectus for OFBS’s special meeting of shareholders, which will be filed by IBKC with the SEC. Additional information regarding the interests of such participants will be included in the proxy statement/prospectus and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available.

SIGNATURES

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

	IBERIABANK CORPORATION
DATE: October 28, 2014	By:	/s/ Daryl G. Byrd
		Daryl G. Byrd
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number
2.1	Merger Agreement between IBKC and OFBS dated October 26, 2014.*
99.1	Press Release dated October 27, 2014, announcing the Merger Agreement with OFBS.*
99.2	Supplemental Information dated October 27, 2014—furnished pursuant to 7.01 as part of this Current Report on Form 8-K and is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.

* Previously filed.

EX-99.2

Acquisition of Old Florida Bancshares, Inc.

October 27, 2014

Exhibit 99.2

Safe Harbor And Legend

2

Statements contained in this presentation which are not historical facts and which pertain to

future operating results of IBERIABANK Corporation and its subsidiaries constitute “forward-

looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements involve significant risks and uncertainties. Actual results may

differ materially from the results discussed in these forward-looking statements. Factors that

might cause such a difference include, but are not limited to, those discussed in IBERIABANK

Corporation’s periodic filings with the SEC.

In connection with the proposed merger, IBERIABANK Corporation will file a Registration

Statement on Form S-4 that will contain a proxy statement / prospectus. INVESTORS AND

SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT /

PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE,

BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may

obtain a free copy of the proxy statement / prospectus (when it is available) and other documents

containing information about the transaction with Old Florida Bancshares, Inc., and the pending

merger with Florida Bank Group, Inc. without charge, at the SEC’s website at http://www.sec.gov.

Copies of the proxy statement / prospectus and the SEC filings that will be incorporated by

reference in the proxy statement / prospectus may also be obtained for free from the

IBERIABANK Corporation website, www.iberiabank.com, under the heading “Investor

Information”.

This communication is not a solicitation of any vote or approval, is not an offer to purchase

shares of Old Florida Bancshares, Inc. common stock, nor is it an offer to sell shares of

IBERIABANK Corporation common stock which may be issued in any proposed merger with Old

Florida Bancshares, Inc.  The issuance of IBERIABANK Corporation common stock in any

proposed merger with Old Florida Bancshares, Inc. would have to be registered under the

Securities Act of 1933, as amended (the “Act”), and such IBERIABANK Corporation common

stock would be offered only by means of a prospectus complying with the Act.

Compelling

Strategic

Rationale

Transaction Rationale

•

New market acquisition of an Orlando, Florida-based commercial bank

•

Largest community bank in the Orlando MSA

•

Established and complementary customer profile

•

Strong core deposit franchise with $1.2 billion in low-cost deposits

•

14 bank offices located in Florida –

12 offices in the Orlando area and

two offices approximately 70 miles north of Tampa

•

Emphasis on small to mid-market C&I / owner-occupied CRE with $1.1

billion in gross loans

•

Adds approximately $1.4 billion in total assets

•

Approximately 2% accretive to EPS in 2016 and 3% accretive in 2017

•

Tangible book value dilution of approximately 2% at consummation

•

Tangible book value breakeven, including one-time acquisition and

conversion related costs, in less than four years

•

Transaction has neutral impact on capital ratios

•

Anticipate internal rate of return in excess of 20%

•

Comprehensive due diligence completed, including credit review

•

Strong credit / underwriting culture and excellent asset quality

•

Limited loss content expected (1.2% of gross loans on a par basis)

•

Conversion and integration experience reduces integration risk

Financially

Attractive

Low Risk

3

Notes:

(1)

The agreement provides for a fixed exchange ratio with pricing collars that fix the value received by Old Florida’s shareholders if the weighted average trading price of

IBERIABANK

Corporation’s

common

stock

were

to

decline

below

$57.31

per

share,

or

exceed

$70.05

per

share,

over

a

specified

period

(2)

Assumes

common

and

preferred

converted

shares

and

no

exercise

of

options

outstanding

(3)

Assumes all stock options outstanding are cashed out at consummation

4

4

4

4

4

4

Transaction Overview

•

Tax-free, stock-for-stock exchange

•

Fixed exchange ratio of 0.34 share of IBERIABANK common stock for

each Old Florida Bancshares, Inc. ("Old Florida") share within price

collars

and

floating

exchange

ratios

outside

collars

(1)

Consideration

Deal Value

Valuation

Multiples

Due Diligence

Required

Approvals

Timing

•

$238

million

for

total

equity

(2)

outstanding

based

on

IBERIABANK

Corporation’s closing price of $64.13 on October 24, 2014

•

$21.80

per

Old

Florida

common

share

outstanding

(2)

•

Estimated $21 million in cash liquidation value of all options

outstanding

(3)

•

Completed comprehensive due diligence

•

Old Florida shareholder approval

•

Customary regulatory approvals

•

Expected closing in first quarter of 2015

Shareholders’       Aggregate Value

Equity

(2)

Including Options

(3)

•

Price

/

Total

Book:

163%

178%

•

Price

/

Tangible

Book:

170%

185%

Solidifies our Florida Franchise

Pro Forma Diversification (Deposits)

•

IBERIABANK Corporation will have a meaningful presence in the

six largest MSAs in the state of Florida

•

Pro

forma

ranks

#17

in

the

state

of

Florida

with

$3.8

billion

in

total

deposits and 65 branches

•

Florida is the fourth largest state in the nation as measured by

both population and gross state product

5

Miami

Tampa

Orlando

Jacksonville

Sarasota

Fort Myers

Source: SNL Financial as of June 30, 2014 Regulatory Data

(1)

IBERIABANK is pro forma for acquisition of Florida Bank Group, Inc. announced in October 2014

Florida Market Share & Rankings

IBERIABANK

Old Florida

Florida Bank Group

Rank

In

Top

6

MSAs

2014                              

Rank

Institution

Branches

Deposits

($mm)

Market

Share

Miami

Tampa

Orlando

J'Ville

Sara-

sota

Fort

Myers

1

Bank

of

America

602

85,310

18.91

2

1

2

1

1

2

2

Wells

Fargo

652

71,336

15.81

1

2

3

3

2

1

3

SunTrust

506

43,769

9.70

5

3

1

5

3

3

4

JPMorgan

Chase

388

21,621

4.79

4

7

4

23

6

8

5

Regions

363

19,102

4.23

12

4

6

6

7

11

6

BB&T

326

15,773

3.50

7

6

7

7

4

5

7

Citigroup

56

15,201

3.37

3

-

-

34

-

-

8

EverBank

14

13,959

3.09

31

21

-

2

-

15

9

BankUnited

103

10,876

2.41

6

17

31

-

13

14

10

Toronto-Dominion

166

10,355

2.30

10

11

11

8

-

-

17

Pro

Forma

IBKC

&

OFB

65

3,842

0.85

41

22

8

26

9

7

24

IBERIABANK

(1)

51

2,636

0.58

41

22

-

26

9

7

Total

for

Institutions

in

Market

5,441

451,131

6

6

Orlando Market Highlights

Growing Metro Product with Falling Unemployment

•

Large and stable economy with a favorable growth forecast

•

Orlando MSA has current population of 2.3 million people with projected growth of 7.5% over the

next five years

•

Strong job creation has led to net migration into the area, while keeping the unemployment rate

below 6% in 2014

•

New home permit issuance at 1.6% of the existing housing stock, about twice the national average

•

Deep and sophisticated C&I client base across a diversified array of industries

Diversified Economy

Source: SNL Financial as of June 30, 2014; Moody's Analytics indexed to 100 in 2009

7

7

Franchise Highlights

Medical District -

South Orlando

–

918 South Orange Ave

Orlando, $111.7 mm

Lake Mary –

7090 CR 46A

Lake Mary, $40.0 mm

Apopka –

1420 W Orange Blossom Trail

Apopka, $36.9 mm

Source: SNL Financial as of June 30, 2014

(1)

SNL ranking $500 million to $5 billion in assets in 2013

•

In a market dominated by money center banks and

super-regionals, Old Florida is the largest local player

in terms of branches and deposit share

•

Old Florida's main office and 11 bank branches

in the Orlando area

•

Two branches in Citrus County, Florida,

expanding from the Tampa footprint

•

Strong core deposit franchise concentrated in

Orlando market

•

Total deposits of $1.1 billion in market

•

Average deposits per branch of $94 million

•

Cost of deposits of approximately 0.29%

•

High quality, experienced management team and

board of directors with strong local connectivity

•

Favorable commercial lending platforms, including

attractive niche specialty finance businesses

•

Top 100 best performing bank in the nation, two

years

in

a

row

(1)

8

8

Specialty Businesses

•

Mercantile Capital Corporation established in

2002

•

Acquired by Old Florida Bancshares, Inc. in

2010 and is a wholly-owned subsidiary of the

bank.

•

Provides structuring, SBA qualification,

underwriting and closing services to

borrowers

•

Provides short-term, interim first and second

mortgage loans that are typically paid off by

permanent first mortgage lender and SBA

debenture funding

•

Focus is on 504 lending and not 7(a) financing

•

30% of loans are in Florida

•

Approximately $45 million in book balances

•

In the 12 years of existence, MCC had only

one troubled loan

•

63% of portfolio is in Florida, 21% in Georgia,

6% in South Carolina, 3% in Mississippi, and

7% in other states

•

Entire portfolio is made up of loans (does not

provide lease financing)

•

Focus is on heavy, income producing

equipment –

where a rental value or specific

value in fulfilling a contract can be calculated

•

Industry concentration on logging and

excavation equipment

•

Loan portfolio is approximately $78 million

•

Typical deal size is less than $500,000 and

the maximum loan term is five years

SBA 504 Lending

Equipment Finance Business

9

9

Presence in Florida's Six-Largest MSAs

Source: SNL Financial as of June 30, 2014 Regulatory Data

IBERIABANK pro forma for pending acquisition of Florida Bank Group, Inc. and Old Florida Bancshares, Inc.

Miami –

Fort Lauderdale –

West Palm Beach

Rank

Institution

Branches

Deposits ($mm)

Market Share

1

Wells Fargo

204

31,326

16.76

2

Bank of America

199

28,896

15.46

3

Citigroup

55

15,184

8.12

4

JPMorgan Chase

185

14,143

7.56

5

SunTrust

102

11,317

6.05

6

BankUnited

69

8,837

4.73

7

BB&T

114

6,248

3.34

8

Mercantil Servicios

16

5,677

3.04

9

HSBC

17

5,309

2.84

10

Toronto

-

Dominion

71

5,301

2.84

41

IBERIABANK

8

404

0.22

Total in Market

1,665

175,835

North Port –

Sarasota –

Bradenton

Rank

Institution

Branches

Deposits ($mm)

Market Share

1

Bank of America

35

3,223

18.88

2

Wells Fargo

30

2,586

15.15

3

SunTrust

31

1,959

11.47

4

BB&T

20

1,189

6.97

5

Fifth Third

16

787

4.61

6

JPMorgan Chase

19

775

4.54

7

Regions

16

513

3.01

8

IBERIABANK

9

480

2.81

9

Bank of Montreal

11

480

2.81

10

PNC

10

372

2.18

Total in Market

300

17,072

Orlando –

Kissimmee -

Sanford

Rank

Institution

Branches

Deposits ($mm)

Market Share

1

SunTrust

64

9,490

23.34

2

Bank of America

63

8,381

20.61

3

Wells Fargo

55

6,817

16.76

4

JPMorgan Chase

53

2,589

6.37

5

Fifth Third

40

1,668

4.1

6

Regions

47

1,660

4.08

7

BB&T

40

1,578

3.88

8

IBERIABANK

12

1,129

2.78

9

PNC

23

628

1.54

10

Three Shores

4

547

1.35

Total in Market

579

40,664

Tampa –

St. Petersburg –

Clearwater

Rank

Institution

Branches

Deposits ($mm)

Market Share

1

Bank of America

93

10,855

19.64

2

Wells Fargo

87

9,715

17.57

3

SunTrust

95

7,725

13.97

4

Regions

79

5,878

10.63

5

Fifth Third

44

2,795

5.06

6

BB&T

48

2,539

4.59

7

JPMorgan Chase

55

1,650

2.98

8

USAmeriBancorp

13

1,547

2.8

9

Tampa Bay

10

1,210

2.19

10

TFS Financial

5

1,080

1.95

22

IBERIABANK

8

289

0.52

Total in Market

764

55,282

Cape Coral –

Fort Myers

Rank

Institution

Branches

Deposits ($mm)

Market Share

1

Wells Fargo

34

2,123

16.59

2

Bank of America

28

1,854

14.48

3

SunTrust

24

1,715

13.4

4

Fifth Third

18

1,114

8.7

5

BB&T

20

844

6.59

6

FineMark

3

520

4.06

7

IBERIABANK

10

439

3.43

8

JPMorgan Chase

11

373

2.91

9

Northern Trust

3

351

2.74

10

FCB

4

328

2.56

Total in Market

224

12,800

Jacksonville

Rank

Institution

Branches

Deposits ($mm)

Market Share

1

Bank of America

35

20,751

42.05

2

EverBank

6

12,303

24.93

3

Wells Fargo

63

5,973

12.1

4

BBVA

25

1,934

3.92

5

SunTrust

27

1,811

3.67

6

Regions

24

1,246

2.53

7

BB&T

14

557

1.13

8

Toronto

-Dominion

7

544

1.1

9

Ameris

10

470

0.95

10

Jacksonville

9

423

0.86

26

IBERIABANK

3

72

0.14

Total in Market

321

49,353

10

10

10

10

10

10

•

Approximately 80 people involved in due

diligence process; credit team included 27

associates performing both on-site credit file and

off-site credit portfolio reviews

•

Reviewed 98% of outstanding loan balances

and nearly 98% of total number of loans

•

Approximately 60% of outstanding loan

balances were reviewed on-site with the

remainder analyzed by off-site portfolio review

Total Loans: $1.1 billion

Yield on Loans:

5.17%

Credit Summary

Diligence Scope

Loan Portfolio Comments

Loan Portfolio Composition

Source: Financial data as of September 30, 2014

•

Majority are in-market loans

•

Primarily focused on commercial lending

•

Good asset quality metrics:

•

Non-performing assets /Assets = 0.98%

•

Non-performing loans/Loans = 0.74%

•

Credit mark of approximately $13.1 million on a

pre-tax par basis ($5.6 million on a pre-tax book

basis)

•

Allowance for loan losses of $10.0 million

11

11

11

11

11

11

Merger Considerations

•

No corporate or bank board seats

•

Old Florida board members

invited to form the nucleus of

IBERIABANK Corporation’s

Central Florida Advisory Board

•

Two employment contracts

•

Savings equate to approximately

30% compared to Old Florida’s

total expenses

•

No office consolidations

anticipated

Approximately $22 million in pre-tax

costs:

•

$3.6 million in change of control contracts

•

$3.6 million in severance/retention payments

•

$3.2 million in contract terminations

•

$2.8 million in lease terminations

•

$1.3 million in system conversions

•

$0.6 million in marketing/communications

•

$6.5 million in other merger-related expense

Costs & Synergies

Merger-Related Costs

12

12

12

12

12

12

Conservative

Financial

Assumptions

Cost Savings:

Merger Related Costs:

•

Gross loss estimate of $13.1 million on a pre-tax par

basis, or $5.6 million on a pre-tax book basis

•

Current allowance for loan losses of $10.0 million

•

Approximately $22 million on a pre-tax basis

Credit Mark:

Other Marks:

•

Aggregate negative $3.0 in other marks including

securities portfolio, loan rate, OREO, fixed assets

Financial Assumptions & Impact

Attractive

Financial

Impact

Notes:

(1)

Pro forma capital ratios include pending Florida Bank Group, Inc. transaction

•

Approximately 2% accretive to EPS in 2016 and 3% accretive in 2017

•

Tangible book value dilution of approximately 2% at consummation

•

Tangible book value breakeven, including one-time acquisition and

conversion related costs, of under four years

•

Strong pro forma capital ratios

(1)

:

•

Tangible common equity ratio = 8.5%

•

Total risk based capital ratio = 12.3%

•

Internal rate of return over 20%; well in excess of our cost of capital

Annual run-rate cost savings of approximately $9

million on a pre-tax basis

Represents approximately of 30% of Old Florida’s

run-rate 2014 non-interest expenses

Expect run-rate savings to be achieved within

six months of closing

Appendix

14

14

14

14

14

14

Orlando Marketplace

2008

2009

2010

2011

2012

2013

INDICATORS

2014

2015

2016

2017

2018

2019

107.2

100.4

100.6

101.1

103.5

106.0

Gross metro product

108.3

111.8

115.3

118.7

121.5

123.9

(2.3)

(6.4)

0.2

0.6

2.3

2.4

% change

2.2

3.2

3.2

2.9

2.4

2.0

1,064.7

997.5

992.3

1,005.6

1,031.9

1,065.0

Total employment (000s)

1,099.6

1,133.3

1,173.5

1,208.2

1,233.5

1,256.3

(1.7)

(6.3)

(0.5)

1.3

2.6

3.2

%change

3.2

3.1

3.6

3.0

2.1

1.8

5.9

10.3

11.3

10.2

8.7

6.9

Unemployment rate (%)

5.9

5.8

5.4

4.9

4.6

4.6

1.2

(5.1)

3.9

4.7

5.0

3.3

Personal income growth (%)

5.9

7.9

8.1

7.4

6.3

5.6

50.6

47.1

46.6

46.1

46.8

47.9

Median household income ($000s)

49.3

51.2

53.2

55.1

56.8

58.2

2,087.5

2,111.9

2,139.4

2,174.2

2,223.5

2,267.8

Population (000s)

2,314.6

2,368.6

2,429.5

2,496.6

2,566.5

2,638.1

1.4

1.2

7.3

7.6

2.3

2.0

% change

2.1

2.3

2.6

2.8

2.8

2.8

14.6

10.0

14.5

23.3

37.2

32.0

Net migration (000s)

35.0

42.2

49.0

55.1

57.9

59.5

5,280

3,707

4,221

4.533

7,322

9.222

Single-family permits (#)

8,539

13,607

19,681

21,088

19,968

19,565

4,953

780

1,033

1,972

4,684

6,341

Multifamily permits (#)

7,565

9,417

11.217

10,549

10,141

10,161

211.2

150.4

134.6

125.3

133.7

161.2

Existing-home price ($000s)

181.3

188.3

194.1

197.1

200.4

205.8

One of the fastest-growing mature economies in the nation, forecasted to well outpace the US average

The area provides abundant jobs for both skilled and unskilled labor, moderate living cost, strong

housing demand and thriving industries including healthcare and tourism

Source: Moody’s Analytics as of June  2014

15

15

15

15

15

15

Orlando Demographics

Per Capita Income

High-Tech Employment

(000s)

% of Total

ORL

44.5

4.2

US

6,431.1

4.7

Housing-Related Employment

(000s)

% of Total

ORL

120.3

11.3

US

12,401.4

9.1

Job Specialization

Net Migration

Population Growth

Source:

Moody's

Analytics

as

of

June

2014;

Local

Market

Monitor

for

the

Orlando

MSA

as

of

October

2014

16

16

16

16

16

16

Orlando Housing Market

•

House values expected to increase by 12% over the next year, above the national average of 7.2%

•

Historical foreclosures from the housing bubble still pull down house prices, as those are sold further

potential for increase in prices

Actual and Equilibrium Home Prices

Housing Permits

Home Price Change

Monthly Rent

Source: Local Market Monitor as of October 2014