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 earliest event reported): December 7, 2016

IBERIABANK CORPORATION

(Exact name of Registrant as Specified in Charter)

Louisiana	001-37532	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 8.01 Other Events.

On December 7, 2016, IBERIABANK Corporation (the “Company”) completed the issuance and sale of 3,593,750 shares of common stock, par value $1.00 per share (the “Common Stock”) of the Company, pursuant to an Underwriting Agreement (the "Underwriting Agreement"), dated December 2, 2016, between the Company and Keefe, Bruyette & Woods, Inc. and Goldman Sachs & Co., as underwriters (the “Underwriters”), including 468,750 shares of Common Stock sold pursuant to the Underwriters' option set forth in Section 2(b) of the Underwriting Agreement.

The sale of the shares of Common Stock was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-202489). In connection with this offering, the legal opinion as to the legality of the Common Stock is being filed as Exhibits 5.1 to this Current Report on Form 8-K.

On December 7, 2016, the Company issued a press release announcing the closing of the offering. 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.

(d) Exhibits.

Exhibit Number	Description
5.1	Opinion of Robert J. Worley, Jr., Esq., Executive Vice President, Corporate Secretary and General Counsel of the Company, regarding legality of the Common Stock.
23.1	Consent of Robert J. Worley, Jr., Esq., Executive Vice President, Corporate Secretary and General Counsel of the Company (included as part of Exhibit 5.1).
99.1	Press Release of IBERIABANK Corporation, dated December 7, 2016.

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.

Dated: December 7, 2016

IBERIABANK CORPORATION
By:	/s/ Robert B. Worley, Jr.
Name:	Robert B. Worley, Jr.
Title:	Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number
5.1	Opinion of Robert J. Worley, Jr., Esq., Executive Vice President, Corporate Secretary and General Counsel of the Company, regarding legality of the Common Stock.
23.1	Consent of Robert J. Worley, Jr., Esq., Executive Vice President, Corporate Secretary and General Counsel of the Company (included as part of Exhibit 5.1).
99.1	Press Release of IBERIABANK Corporation, dated December 7, 2016.

EX-5.1

Exhibit 5.1

December 7, 2016

IBERIABANK Corporation

200 West Congress Street

Lafayette, Louisiana 70501

Re:    IBERIABANK Corporation – Common Stock

Ladies and Gentlemen:

I am the Executive Vice President, Corporate Secretary and General Counsel of IBERIABANK Corporation, a Louisiana corporation (the “Company”), and in such capacity have acted as counsel for the Company in connection with the sale to the Underwriters (as hereinafter defined) by the Company of (i) 3,125,000 shares of its common stock, par value$1.00 per share (the “Common Stock”), and (ii) 468,750 additional shares of Common Stock pursuant to the Underwriters’ option described in Section 2(b) of the Underwriting Agreement (as hereinafter defined) (collectively, the “Securities”), in accordance with the Underwriting Agreement, dated December 2, 2016 (the “Underwriting Agreement”), between the Company and Keefe, Bruyette & Woods, Inc. (“KBW”), Goldman, Sachs & Co. (“GS”) and each of the other Underwriters named in Schedule A thereto, for whom KBW and GS are acting as Representatives. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement.

In rendering the opinions expressed herein, I, or members of my staff, have examined and relied upon (i) the Registration Statement on Form S-3 (File No. 333-202489) filed by the Company with the Commission on March 4, 2015 (the “Registration Statement”), under the 1933 Act, (ii) the base prospectus, dated March 4, 2015, as supplemented by the preliminary prospectus supplement relating to the Securities filed with the Commission on December 1, 2016, pursuant to Rule 424(b) under the 1933 Act and as further supplemented by the final prospectus supplement relating to the Securities filed with the Commission on December 2, 2016, pursuant to Rule 424(b) under the 1933 Act, (iii) an executed copy of the Underwriting Agreement, (iv) resolutions (or written consents, as applicable) of the Board of Directors and the Pricing Committee of the Board of Directors of the Company, from meetings held (or actions taken) on January 26, 2015, November 23, 2016 and December 2, 2016, (v) a copy of the Articles of Incorporation of the Company, as amended or supplemented through the date hereof, (vi) a copy of the Bylaws of the Company, (vii) such other corporate records, certificates and other documents as I have deemed necessary or appropriate for purposes of rendering this letter, (viii) the General Disclosure Package and (ix) such records of the Company and such agreements, certificates and receipts of public officials, certificates as to factual matters executed by responsible officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below.

I have assumed the legal capacity of all natural persons, the genuineness of all signatures; the authenticity, accuracy and completeness of all documents submitted to me as originals; and the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity, accuracy and completeness of the originals of such copies. In making my examination of executed documents, I have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.

Based upon the foregoing and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that:

1. The Company is validly existing as a corporation in good standing under the laws of the State of Louisiana.

2. The Securities have been duly authorized and, upon payment and delivery in accordance with the Underwriting Agreement, will be validly issued and fully paid and non- assessable.

I am admitted to practice law in the State of Louisiana and express no opinions as to matters under or involving any laws other than the laws of the State of Louisiana and federal laws of the United States of America.

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on December 7, 2016 and to the use of my name under the caption “Legal Matters” in the prospectus relating to the Securities that is part of the Registration Statement.

[Signature Page Follows]

	Sincerely
By:	/s/ Robert B. Worley
Name:	Robert B. Worley
Title:	Executive Vice President, Corporate
	Secretary and General Counsel

[Signature Page to Validity Opinion]

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

December 7, 2016

Contact:

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

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

IBERIABANK Corporation Closes Common Stock Offering

LAFAYETTE, LOUISIANA -- IBERIABANK Corporation (NASDAQ: IBKC), the holding company of the 129-year-old IBERIABANK, announced the closing of its underwritten public offering of 3,593,750 shares of the Company’s common stock at a price to the public of $81.50 per share, for gross proceeds of approximately $293 million, which includes 468,750 shares pursuant to the exercise of the underwriters’ over-allotment option. The net proceeds of the offering, after deducting underwriting discounts and commissions, were approximately $280 million. Keefe, Bruyette & Woods, A Stifel Company, and Goldman, Sachs & Co. acted as joint book-running lead managers, and Citigroup, Sandler O’Neill + Partners, L.P., Stephens Inc., and UBS Investment Bank acted as co-managers. 

Daryl G. Byrd, President and Chief Executive Officer of the Company commented, “We are very pleased with the investment community’s interest and support of our Company and the recognition of the potential opportunities we face in the current operating environment. We believe the completion of this follow-on offering strengthens our Company’s unique position to capitalize on those potential client growth and acquisition opportunities.”

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. A written prospectus for this offering may be obtained from Keefe, Bruyette & Woods, Inc., Equity Capital Markets, 787 Seventh Avenue, 4^th Floor, New York, NY 10019 or by calling toll-free (800) 966-1559 or Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282 or by fax (212) 902-9316, calling toll-free (212) 902-1171 or emailing Prospectus-ny@ny.email.gs.com.

IBERIABANK Corporation

IBERIABANK Corporation is a multi-bank financial holding company with 304 combined offices, including 199 bank branch offices and three loan production offices in Louisiana, Arkansas, Alabama, and Tennessee, Texas, Florida, and Georgia, 24 title insurance offices in Arkansas and Louisiana, and mortgage representative offices in 69 locations in 10 states. The Company has eight locations with representatives of IBERIA Wealth Advisors in four states, and one IBERIA Capital Partners L.L.C. office in New Orleans.

The Company’s common stock trades on the NASDAQ Global Select Market under the symbol “IBKC”. The Company's Series B Preferred Stock and Series C Preferred Stock trade on the NASDAQ Global Select Market under the symbols "IBKCP" and "IBKCO", respectively.

Forward Looking Statements

This press release contains "forward-looking statements," which may include forecasts of our financial results and condition, expectations for our operations and businesses, and our assumptions for those forecasts and expectations. Do not place undue reliance on forward-looking statements. Due to various factors, actual results may differ materially from our forward-looking statements. Factors that could cause our actual results to differ materially from our forward-looking statements are described under “Managements’ Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and “Regulation and Supervision” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and in other documents subsequently filed by the Company with the Securities and Exchange Commission, available at the SEC’s website, http://www.sec.gov, and the Company’s website, http://www.iberiabank.com. To the extent that statements in this press release relate to future plans, objectives, financial results or performance by the Company, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are generally identified by use of 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.

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 level of market volatility, our ability to execute our growth strategy, including the availability of future bank acquisition opportunities, our ability to execute on our revenue and efficiency improvement initiatives, unanticipated losses related to the completion and integration of mergers and acquisitions, refinements to purchase accounting adjustments for acquired businesses and assets and assumed liabilities in these transactions, adjustments of fair values of acquired assets and assumed liabilities and of deferred taxes in acquisitions, actual results deviating from the Company’s current estimates and assumptions of timing and amounts of cash flows, utilization of non-GAAP financial measures, credit risk of our customers, resolution of assets subject to loss share agreements with the FDIC within the coverage periods, effects of the on-going correction in residential real estate prices and levels of home sales, our ability to satisfy new capital and liquidity standards such as those imposed by the Dodd- Frank Wall Street Reform and Consumer Protection Act and those adopted by the Basel Committee on Banking Supervision and federal banking regulators, sufficiency of our allowance for loan losses, changes in interest rates, access to funding sources, reliance on the services of executive management, competition for loans, deposits and investment dollars, competition from competitors with greater financial resources than the Company, reputational risk and social factors, compliance with laws and regulations, increases in FDIC insurance assessments, geographic concentration of our markets, economic and business conditions in our markets or nationally, including the impact of volatility of oil and gas prices, rapid changes in the financial services industry, significant litigation, cyber-security risks including dependence on our operational, technological, and organizational systems and infrastructure and those of third party providers of those services, hurricanes and other adverse weather events, and valuation of intangible assets. All information is as of the date of this press release. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason.