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): December 22, 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 December 7, 2014, IBERIABANK Corporation (“IBKC”) entered into a definitive agreement to acquire Georgia Commerce Bancshares, Inc. (“Georgia Commerce”). The purpose of this Current Report on Form 8-K is to provide unaudited selected historical consolidated financial and other data of Georgia Commerce and unaudited comparative per common share data for Georgia Commerce and IBKC’s other pending acquisitions.

Item 8.01. Other Events.

Unaudited selected historical consolidated financial and other data of Georgia Commerce as of and for the nine months ended September 30, 2014 and 2013, and as of and for the years ended December 31, 2013, 2012, 2011, 2010 and 2009, are filed as Exhibit 99.1 to this Current Report on Form 8-K, and are incorporated herein by reference.

Unaudited comparative per common share data, prepared using the acquisition method of accounting, giving effect to the acquisitions of Florida Bank Group, Inc. (“Florida Bank Group”), Old Florida Bancshares, Inc. (“Old Florida”), and Georgia Commerce is filed as Exhibit 99.2 to this Current Report on Form 8-K, and is incorporated herein by reference. The unaudited comparative per common share data combines the historical financial information of Florida Bank Group, Old Florida and Georgia Commerce as of and for the periods ended September 30, 2014 and December 31, 2013, and assumes that the proposed acquisitions of Florida Bank Group, Old Florida and Georgia Commerce were completed on those dates.

The unaudited comparative per common share data is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The unaudited comparative per common share data also does not consider any potential impacts of current market conditions on interest rates, net interest margins, capital ratios or expense efficiencies, among other factors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1—Unaudited Selected Historical Consolidated Financial and Other Data of Georgia Commerce.

Exhibit 99.2—Unaudited Comparative Per Common Share Data.

Caution About Forward-Looking Statements

This Current Report on Form 8-K 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 mergers, the expected returns and other benefits of the proposed mergers to shareholders, expected improvement in operating efficiency resulting from the proposed mergers, estimated expense reductions resulting from the transaction 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 proposed 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, and there can be no assurances that: the proposed mergers will close when expected, the expected returns and other benefits of the proposed mergers to shareholders will be achieved, the expected operating efficiencies will result, estimated expense reductions resulting from the transactions will occur as and when expected, the impact on tangible book value will be recovered or as expected or that the effect on IBKC’s capital ratios will be as expected. 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 Form 10-Qs for the quarters ended March 31, 2014, June 30, 2014, September 30, 2014, and other documents subsequently filed by IBKC with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither IBKC, Florida Bank Group, Inc., Old Florida Bancshares, Inc. nor Georgia Commerce Bancshares, Inc. 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 on Form 8-K or any related documents, IBKC, Florida Bank Group, Inc., Old Florida Bancshares, Inc. and Georgia Commerce Bancshares, Inc. 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 transactions involving IBKC, Florida Bank Group, Inc., Old Florida Bancshares, Inc. and Georgia Commerce Bancshares, Inc. 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 mergers, IBKC has filed with the SEC registration statements on Form S-4 that include proxy statement/prospectuses for shareholders of Florida Bank Group, Inc. and Old Florida Bancshares, Inc. IBKC will file with the SEC a registration statement on Form S-4 that will

include a proxy statement/prospectus for the shareholders of Georgia Commerce Bancshares, Inc. IBKC also plans to file other documents with the SEC regarding the proposed merger transactions with Florida Bank Group, Inc., Old Florida Bancshares, Inc. and Georgia Commerce Bancshares, Inc. Florida Bank Group, Inc. has mailed a final proxy statement/prospectus to its shareholders. Old Florida Bancshares, Inc. and Georgia Commerce Bancshares, Inc. will mail the final proxy statement/prospectus to their shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUSES REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. The proxy statement/prospectuses, as well as other filings containing information about IBKC, Florida Bank Group, Inc., Old Florida Bancshares, Inc. and Georgia Commerce Bancshares, Inc., will be available without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectuses and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectuses can also be obtained, when available, without charge, from IBKC’s website (http://www.iberiabank.com), under the heading “Investor Information.” Additional information may be found on Florida Bank Group, Inc.’s website (http://www.flbank.com), on Old Florida Bancshares, Inc.’s website (http://www.oldfloridabank.com) and on Georgia Commerce Bancshares, Inc.’s website (http://www.gacommercebank.com).

IBKC, Florida Bank Group, Inc., Old Florida Bancshares, Inc. and Georgia Commerce Bancshares, Inc., 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 Florida Bank Group, Inc., Old Florida Bancshares, Inc. and Georgia Commerce Bancshares, Inc. in respect of the proposed merger transactions. 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 Florida Bank Group, Inc., Old Florida Bancshares, Inc. and Georgia Commerce Bancshares, Inc. who may be deemed participants in the solicitation of the shareholders of Florida Bank Group, Inc., Old Florida Bancshares, Inc. and Georgia Commerce Bancshares, Inc. in connection with the proposed transactions will be included in the proxy statement/prospectuses for their respective special meetings of shareholders, which have been or will be filed by IBKC with the SEC. Additional information regarding the interests of such participants will be included in the proxy statement/prospectuses and other relevant documents regarding the proposed merger transactions 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 report to be signed on its behalf by the undersigned, hereunto duly authorized.

	IBERIABANK CORPORATION
Date: December 22, 2014	By:	/s/ Daryl G. Byrd
		Daryl G. Byrd
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number
99.1	Unaudited Selected Historical Consolidated Financial and Other Data of Georgia Commerce.
99.2	Unaudited Comparative Per Common Share Data.

EX-99.1

Exhibit 99.1

UNAUDITED SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF

GEORGIA COMMERCE BANCSHARES, INC.

The following tables set forth unaudited selected historical consolidated financial and other data of Georgia Commerce Bancshares, Inc. and subsidiaries for the periods and at the dates indicated. The information in the tables is derived in part from the audited financial statements of Georgia Commerce Bancshares, Inc. for the years ended December 31, 2013 to 2009. The information in the tables as of and for the nine months ended September 30, 2014 and 2013 is derived from the unaudited financial statements of Georgia Commerce Bancshares, Inc. The selected historical financial and other data was not audited, but in the opinion of management, represents all adjustments necessary for a fair presentation. Operating results for any historical period are not necessarily indicative of the results that might be expected for fiscal 2014 or any other future period.

	At or For The Nine Months Ended September 30,						At or For The Years Ended December 31,
(Dollars in thousands, except per share data)	2014			2013			2013			2012			2011			2010			2009
Balance Sheet Data
Total assets	$	1,005,109		$	734,348		$	937,373		$	728,339		$	628,779		$	395,802		$	347,750
Cash and cash equivalents		80,508			77,901			107,593			100,997			33,708			74,728			23,828
Loans receivable		730,579			520,404			651,410			460,216			420,733			291,894			289,771
Investment securities		146,508			91,862			124,349			108,198			91,667			17,321			20,532
Goodwill and other intangibles		8,072			329			8,403			367			—			—			—
Deposit accounts		825,686			625,494			799,769			623,494			551,363			320,621			213,303
Borrowings		65,575			25,748			29,656			25,748			27,748			25,748			103,248
Shareholders’ equity		101,449			80,890			93,503			76,255			47,762			48,629			30,653
Common book value per share	$	22.03		$	20.68		$	20.30		$	21.36		$	19.25		$	17.91		$	16.56
Tangible common book value per share	$	20.28		$	20.60		$	18.48		$	21.26		$	19.25		$	17.91		$	16.56
Income Statement Data
Interest income	$	34,126		$	25,045		$	33,794		$	33,856		$	24,145		$	16,969		$	15,851
Interest expense		2,980			3,123			4,052			5,016			4,757			3,779			2,943
Net interest income		31,146			21,992			29,743			28,840			19,388			13,190			12,907
Provision (credit) for loan losses		1,157			1,596			1,612			8,137			4,478			2,725			4,260
Net interest income after provision for loan losses		29,990			20,237			28,130			20,703			14,910			10,465			8,647
Non-interest income		2,240			3,114			741			9,930			6,533			773			666
Non-interest expense		21,421			17,608			25,152			24,600			16,312			8,026			7,239
Income (loss) before taxes		10,808			5,833			3,719			6,032			5,131			3,213			2,073
Income tax expense		3,953			2,167			1,536			2,274			1,950			1,229			774
Net income	$	6,855		$	3,666		$	2,183		$	3,759		$	3,181		$	1,984		$	1,230
Earnings (loss) per share - basic	$	1.49		$	0.97		$	0.56		$	1.44		$	1.30		$	1.40		$	0.95
Earnings (loss) per share - diluted		1.38			0.92			0.53			1.23			1.11			1.06			0.69
Cash dividends per share		—			—			—			—			—			—			—
Key Ratios
Return on average assets		0.94	%		0.65	%		0.29	%		0.57	%		0.71	%		0.58	%		0.40	%
Return on average common equity		9.39			6.48			2.79			7.13			6.82			6.12			4.19
Return on average tangible equity		10.26			6.50			2.80			7.18			6.82			6.12			4.19
Equity to assets at end of period		10.09			11.02			9.97			10.47			7.60			12.29			8.81
Earning assets to interest bearing liabilities		129.06			127.65			127.27			116.86			117.36			117.47			120.22
Interest rate spread		4.61			4.13			4.21			4.82			4.24			3.83			4.16
Net interest margin (TE)		4.74			4.31			4.37			4.97			4.43			4.03			4.36
Non-interest expense to average assets		2.21			2.35			3.35			3.75			3.66			2.33			2.34
Efficiency ratio		64.16			70.13			82.51			63.45			62.93			57.48			53.34
Tangible efficiency ratio (TE) (Non-GAAP)		63.03			69.98			82.35			63.27			62.93			57.48			53.34
Common stock dividend payout ratio		—			—			—			—			—			—			—
Asset Quality Data
Non-performing assets to total assets at end of period		1.89	%		3.90	%		2.65	%		6.90	%		9.00	%		4.57	%		3.56	%
Allowance for credit losses to non-performing loans		37.97			23.45			28.07			19.29			13.00			54.42			117.39
Allowance for credit losses to total loans at end of period		0.98			1.29			1.07			2.10			1.75			1.83			1.43
Consolidated Capital Ratios
Tier 1 leverage capital ratio		10.41	%		11.81	%		12.64	%		11.88	%		8.84	%		11.96	%		11.30	%
Tier 1 risk-based ratio		12.74			16.46			13.55			17.49			13.47			14.44			12.31
Total risk-based capital ratio		13.64			17.69			14.55			18.75			14.73			15.69			13.56

EX-99.2

Exhibit 99.2

UNAUDITED COMPARATIVE PER COMMON SHARE DATA

The below presentation summarizes the unaudited per share information for IBERIABANK Corporation, Florida Bank Group, Inc. (“Florida Bank Group”), Old Florida Bancshares, Inc. (“Old Florida”) and Georgia Commerce Bancshares, Inc. (“Georgia Commerce”) on a historical, pro forma, pro forma combined and equivalent pro forma basis. You should read this information in conjunction with the historical financial statements (and related notes) contained in the annual and quarterly reports and other documents IBERIABANK Corporation has filed with the Securities and Exchange Commission and the selected consolidated financial and other data in this Current Report on Form 8-K.

The following table reflects the mergers of IBERIABANK Corporation, Florida Bank Group, Old Florida, and Georgia Commerce as if the mergers had taken place as of the beginning of the earliest period presented using the acquisition method of accounting.

The per share data is unaudited and is not necessarily indicative of the operating results that IBERIABANK Corporation would have achieved had it completed the mergers as of the beginning of the periods presented and should not be considered as representative of future operations.

	As of and for the Nine Months Ended September 30, 2014 (4)		As of and for the Year Ended December 31, 2013 (4)
Earnings (Loss) Per Common Share
Basic
IBERIABANK Corporation historical	$	2.26	$	2.20
Florida Bank Group historical	$	0.75	$	(5.15	)
IBERIABANK Corporation—Florida Bank Group pro forma (1)	$	2.32	$	2.01
Equivalent pro forma for one share of Florida Bank Group common stock (2)	$	0.35	$	0.30
Old Florida historical	$	0.79	$	0.99
IBERIABANK Corporation—Old Florida pro forma (1)	$	2.27	$	2.26
Equivalent pro forma for one share of Old Florida common stock (2)	$	0.77	$	0.76
Georgia Commerce historical	$	1.49	$	0.56
IBERIABANK Corporation—Georgia Commerce pro forma (1)	$	2.26	$	2.10
Equivalent pro forma for one share of Georgia Commerce (2)	$	1.39	$	1.29
Pro forma combined (3)	$	2.35	$	1.98
Florida Bank Group shareholder (3)	$	0.35	$	0.30
Old Florida shareholder (3)	$	0.80	$	0.67
Georgia Commerce shareholder (3)	$	1.44	$	1.22
Diluted
IBERIABANK Corporation historical	$	2.25	$	2.20
Florida Bank Group historical	$	0.75	$	(5.15	)
IBERIABANK Corporation—Florida Bank Group pro forma (1)	$	2.31	$	2.01
Equivalent pro forma for one share of Florida Bank Group common stock (2)	$	0.34	$	0.30
Old Florida historical	$	0.79	$	0.99
IBERIABANK Corporation—Old Florida pro forma (1)	$	2.25	$	2.25
Equivalent pro forma for one share of Old Florida common stock (2)	$	0.77	$	0.76

	As of and for the Nine Months Ended September 30, 2014 (4)		As of and for the Year Ended December 31, 2013 (4)
Georgia Commerce historical	$	1.49	$	0.53
IBERIABANK Corporation—Georgia Commerce pro forma (1)	$	2.25	$	2.09
Equivalent pro forma for one share of Georgia Commerce (2)	$	1.38	$	1.28
Pro forma combined (3)	$	2.31	$	1.97
Florida Bank Group shareholder (3)	$	0.34	$	0.29
Old Florida shareholder (3)	$	0.79	$	0.67
Georgia Commerce shareholder (3)	$	1.42	$	1.21
Cash Dividends Declared Per Common Share
IBERIABANK Corporation historical	$	1.02	$	1.36
Florida Bank Group historical	$	—	$	—
IBERIABANK Corporation—Florida Bank Group pro forma (1)	$	1.02	$	1.36
Equivalent pro forma for one share of Florida Bank Group common stock (2)	$	0.15	$	0.20
Old Florida historical	$	0	$	0
IBERIABANK Corporation—Old Florida pro forma (1)	$	1.02	$	1.36
Equivalent pro forma for one share of Old Florida common stock (2)	$	0.35	$	0.46
Georgia Commerce historical	$	—	$	—
IBERIABANK Corporation—Georgia Commerce pro forma (1)	$	1.02	$	1.36
Equivalent pro forma for one share of Georgia Commerce (2)	$	0.83	$	0.83
Pro forma combined (3)	$	1.02	$	1.36
Florida Bank Group shareholder (3)	$	0.15	$	0.20
Old Florida shareholder (3)	$	0.35	$	0.46
Georgia Commerce shareholder (3)	$	0.63	$	0.83
Book Value Per Common Share
IBERIABANK Corporation historical	$	54.35	$	51.40
Florida Bank Group historical	$	12.28	$	13.55
IBERIABANK Corporation—Florida Bank Group pro forma (1)	$	55.72	$	54.14
Equivalent pro forma for one share of Florida Bank Group common stock (2)	$	8.30	$	8.07
Old Florida historical	$	13.37	$	12.53
IBERIABANK Corporation—Old Florida pro forma (1)	$	56.25	$	53.44
Equivalent pro forma for one share of Old Florida common stock (2)	$	19.13	$	18.17
Georgia Commerce historical	$	22.03	$	20.30
IBERIABANK Corporation—Georgia Commerce pro forma (1)	$	55.59	$	52.88
Equivalent pro forma for one share of Georgia Commerce (2)	$	34.10	$	32.44
Pro forma combined (3)	$	58.35	$	56.03
Florida Bank Group shareholder (3)	$	8.69	$	8.35
Old Florida shareholder (3)	$	19.84	$	19.05
Georgia Commerce shareholder (3)	$	35.79	$	34.37

	As of and for the Nine Months Ended September 30, 2014 (4)		As of and for the Year Ended December 31, 2013 (4)
Tangible Book Value Per Common Share
IBERIABANK Corporation historical	$	37.91	$	37.17
Florida Bank Group historical	$	12.28	$	13.55
IBERIABANK Corporation—Florida Bank Group pro forma (1)	$	39.55	$	39.72
Equivalent pro forma for one share of Florida Bank Group common stock (2)	$	5.89	$	5.92
Old Florida historical	$	12.85	$	11.97
IBERIABANK Corporation—Old Florida pro forma (1)	$	38.46	$	37.34
Equivalent pro forma for one share of Old Florida common stock (2)	$	13.07	$	12.70
Georgia Commerce historical	$	20.28	$	18.48
IBERIABANK Corporation—Georgia Commerce pro forma (1)	$	37.75	$	36.83
Equivalent pro forma for one share of Georgia Commerce (2)	$	23.15	$	22.59
Pro forma combined (3)	$	41.05	$	37.45
Florida Bank Group shareholder (3)	$	6.12	$	5.58
Old Florida shareholder (3)	$	13.96	$	12.73
Georgia Commerce shareholder (3)	$	25.18	$	22.97

(Footnotes on following page)

(1) Amounts are calculated using the following exchange ratios (where IBERIABANK Corporation is 1): IBERIABANK Corporation - Florida Bank Group 0.149; IBERIABANK Corporation - Old Florida 0.34; IBERIABANK Corporation - Georgia Commerce 0.6134.

(2) The equivalent pro forma information shows the effect of the respective merger from the perspective of a holder of common stock and assumes the following immediately prior to consummation of the respective merger: (a) the full conversion of Florida Bank Group Series D and Series E Preferred Stock into Florida Bank Group common stock and the conversion of the shares of Old Florida Series A Preferred Stock into Old Florida common stock and (b) the conversion of the respective warrants of Florida Bank Group, Old Florida and Georgia Commerce to common stock of the respective companies. Amounts are calculated using the following exchange ratios (where IBERIABANK Corporation is 1):

IBERIABANK Corporation – Florida Bank Group 0.149

IBERIABANK Corporation – Old Florida 0.34

IBERIABANK Corporation – Georgia Commerce 0.6134

(3) Pro forma combined amounts include IBERIABANK Corporation, Old Florida, Florida Bank Group and Georgia Commerce, and show the historical pro forma combined per share effect of the three mergers from the perspective of a shareholder of each of Florida Bank Group, Old Florida and Georgia Commerce.

(4) The tangible book values per share assume purchase price and accounting adjustments as follows:

	Florida Bank Group						Old Florida						Georgia Commerce
	As of December 31, 2013			As of September 30, 2014			As of December 31, 2013			As of September 30, 2014			As of December 31, 2013			As of September 30, 2014
Purchase Accounting Adjustments:
Assumed Purchase Price	$	87,611,868		$	87,611,868		$	258,853,379		$	258,853,379		$	198,468,875		$	198,468,875
Change in Control Payments and Retention Payments		1,000,000			1,000,000			5,800,000			5,800,000			5,000,000			5,000,000
Valuation Adjustments		(7,211,168	)		(8,462,861	)		12,456,703			11,151,086			(2,779,536	)		(2,208,029	)
Tax Adjustments		26,990,887			26,515,244			(4,733,547	)		(4,237,412	)		1,968,224			2,208,029