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 20, 2016

IBERIABANK CORPORATION

(Exact name of Registrant as Specified in Charter)

Louisiana (State or Other Jurisdiction of Incorporation) 001-37532 (Commission File Number) 72-1280718 (I.E. 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 1.02 Termination of a Material Definitive Agreement.

Effective as of December 20, 2016, IBERIABANK Corporation (the “Company”), entered into a termination agreement (the "Agreement") with the Federal Deposit Insurance Corporation (the "FDIC") to terminate IBERIABANK's twelve loss share agreements with the FDIC ahead of their contractual maturities. These loss share agreements were related to IBERIABANK's acquisition of certain assets and assumption of certain liabilities of six failed banks through FDIC-assisted transactions entered into between 2009 and 2011, as well as two FDIC loss share agreements assumed in connection with the Company's acquisition of Georgia Commerce Bank, on May 31, 2015.

The loss share termination transaction was completed on December 20, 2016. Under the terms of the Agreement, the FDIC made a net payment of $6.5 million to IBERIABANK as consideration for termination of the loss share agreements. As a result of this transaction, IBERIABANK expects to record a non-core after-tax charge of approximately $11.2 million, or 26 cents per fully diluted common share, during the fourth quarter of 2016, primarily as a result of the write-offs of the remaining FDIC indemnification asset and net loss share receivable, net of the payment received from the FDIC.

All rights and obligations of IBERIABANK and the FDIC under the loss share agreements, including the clawback provisions and the settlement of outstanding loss share claims, have been resolved and completed under the Agreement.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the Agreement itself, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference.

Item 7.01    Regulation FD Disclosure.

On December 21, 2016, the Company issued a press release announcing IBERIABANK's entry into the Agreement with the FDIC. A copy of such release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number	Description of Document
10.1	Termination Agreement among the Federal Deposit Insurance Corporation, in its capacity as receiver of each of Capital South Bank, Century Bank, Orion Bank, Sterling Bank, Creekside Bank and Patriot Bank of Georgia, the Federal Deposit Insurance Corporation and IBERIABANK dated as of December 20, 2016
99.1	Press release dated December 21, 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.

			IBERIABANK CORPORATION
DATE:	December 21, 2016	By:	/s/ Daryl G. Byrd
			Daryl G. Byrd
			President and
			Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description of Document
10.1	Termination Agreement among the Federal Deposit Insurance Corporation, in its capacity as receiver of each of Capital South Bank, Century Bank, Orion Bank, Sterling Bank, Creekside Bank and Patriot Bank of Georgia, the Federal Deposit Insurance Corporation and IBERIABANK dated as of December 20, 2016
99.1	Press release dated December 21, 2016

EX-10.1

Exhibit 10.1

TERMINATION AGREEMENT

AMONG

FEDERAL DEPOSIT INSURANCE CORPORATION

AS RECEIVER OF CAPITALSOUTH BANK,BIRMINGHAM, ALABAMA

FEDERAL DEPOSIT INSURANCE CORPORATION

AS RECEIVER OF CENTURY BANK, FSB

SARASOTA, FLORIDA

FEDERAL DEPOSIT INSURANCE CORPORATION

AS RECEIVER OF ORION BANK,

NAPLES, FLORIDA

FEDERAL DEPOSIT INSURANCE CORPORATION

AS RECEIVER OF STERLING BANK,

LANTANA, FLORIDA

FEDERAL DEPOSIT INSURANCE CORPORATION

AS RECEIVER OF CREEKSIDE BANK,WOODSTOCK, GEORGIA

FEDERAL DEPOSIT INSURANCE CORPORATION

AS RECEIVER OF PATRIOT BANK OF GEORGIA,CUMMING, GEORGIA

FEDERAL DEPOSIT INSURANCE CORPORATION

and

IBERIABANK,

LAFAYETTE, LOUISIANA

DATED AS OF

DECEMBER 20, 2016

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (the "Agreement"), is made and entered into as of the 20th day of December, 2016, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION as RECEIVER OF CAPITALSOUTH BANK, BIRMINGHAM,ALABAMA, and as RECEIVER OF CENTURY BANK, a FEDERAL SAVINGS BANK,SARASOTA, FLORIDA, and as RECEIVER OF ORION BANK, NAPLES, FLORIDA,

and as RECEIVER OF STERLING BANK, LANTANA, FLORIDA, and asRECEIVER OF CREEKSIDE BANK, WOODSTOCK, GEORGIA, and as RECEIVER OF PATRIOT

BANK OF GEORGIA, CUMMING, GEORGIA (collectively, the "Receiver"), IBERIABANK, LAFAYETTE, LOUISIANA, organized under the laws of the state of Louisiana, and having its principal place of business in Lafayette, Louisiana (the "Assuming Institution"), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the "Corporation").

RECITALS

A. On May 31, 2015, Georgia Commerce Bank merged with and into IBERIABANK, Lafayette, Louisiana.

B. The following Purchase and Assumption Agreements (collectively, the "P&A Agreements" and each, respectively, the "P&A Agreement") were entered into as follows:

1. The Receiver, the Assuming Institution and the Corporation entered into:

a. P&A Agreement dated as of August 21, 2009 with respect to certain assets and liabilities of CapitalSouth Bank, Birmingham, Alabama (a "Failed Bank");

b. P&A Agreement dated as of November 13, 2009 with respect to certain assets and liabilities of Century Bank, FSB, Sarasota, Florida (a "Failed Bank");

c. P&A Agreement dated as of November 13, 2009 with respect to certain assets and liabilities of Orion Bank, Naples, Florida (a "Failed Bank");

d. P&A Agreement dated as of July 23, 2010 with respect to certain assets and liabilities of Sterling Bank, Lantana, Florida (a "Failed Bank");

2. The Receiver, Georgia Commerce Bank and the Corporation entered into:

a. P&A Agreement dated as of September 2, 2011 with respect to certain assets

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and liabilities of Creekside Bank, Woodstock, Georgia (a "Failed Bank"); and

b. P&A Agreement dated as of September 2, 2011 with respect to ce11ain assets and liabilities of Patriot Bank of Georgia, Cumming, Georgia (a "Failed Bank").

B.    The Receiver, the Assuming Institution and the Corporation desire to terminate the Single Family Shared-Loss Agreement, Exhibit 4.15A (the "SFSLA") and the Commercial Shared-Loss Agreement, Exhibit 4.15 B found in the P&A Agreements (the "CSLA") (collectively, the "Shared-Loss Agreements").

NOW, THEREFORE, in consideration of the mutual promises herein set forth and other valuable consideration, the parties hereto agree as follows:

ARTICLE I

CLOSING

Except as noted below in Section 2.1 and subject to the satisfaction, or waiver in writing of the conditions precedent set forth in Article III, the transactions contemplated by this Agreement shall be consummated at a closing (the "Closing") to be held in person or by electronic means, as the Receiver shall direct, on December 20, 2016, or such earlier or later date, or in such other manner, as the patties hereto may agree in writing (the "Closing Date").

ARTICLE II

PAYMENTS AND TERMINATION

2.1Payment of Termination Amount. Within two Business Days after the Closing Date, subject to the satisfaction or waiver in writing of the conditions precedent set forth herein, the Receiver shall pay or cause to be paid to the Assuming Institution by wire transfer in immediately available funds Six Million Five Hundred Two Thousand-Two Hundred Ninety Nine United States Dollars ($6,502,299.00) (the "Termination Amount"). The Assuming Institution and the Receiver hereby acknowledge that the amount of shared-loss claims filed by

the Assuming Institution but not yet paid by the Receiver were accounted for in the calculation

of the Termination Amount.

2.2Termination of the Shared-Loss Agreements. Upon the occurrence of the Closing all rights and obligations of the parties to make and receive payments pursuant to the Shared-Loss Agreements and all other rights and obligations of the parties thereunder or with respect_thereto, shall terminate effective as of the Closing Date.

2.3Legal Action; Utilization of Special Receivership Powers. As of the Closing Date, the Assuming Institution's right, under Article III in each of the Shared-Loss Agreements, to request to utilize any special legal power or right which the Assuming Institution derived as a result of having acquired an asset from the Receiver shall terminate; provided, however, any prior requests to utilize such special powers or rights that were granted by the Receiver shall not

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be affected hereby, and the Assuming Institution may continue to use such special legal rights or powers in the litigation in which the permission to use those special legal powers or rights was given. Notwithstanding the foregoing, the Assuming Institution shall continue to have all rights and remedies available to it under applicable state and federal laws, which shall not be limited or altered by this Agreement.

ARTICLE III

CONDITIONS PRECEDENT

The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before the Closing Date evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party, with respect to this Agreement and the transactions contemplated hereby, and any agreements, documents, matters or proceedings contemplated hereby or thereby.

ARTICLE IV

MISCELLANEOUS

4.1No Third Party Beneficiary. Nothing expressed or referred to in this Agreement is intended or shall be construed to give any Person other than the Receiver, the

Corporation and the Assuming Institution (and their respective successors and assigns) any legal or equitable right, remedy or claim under or with respect to this Agreement or any provisions contained herein, it being the intention of the parties hereto that this Agreement, the obligations and statements of responsibilities hereunder, and all other conditions and provisions hereof are for the sole and exclusive benefit of the Receiver, the Corporation and the Assuming Institution and that there be no other third party beneficiaries.

4.2Rights Cumulative.    Except as otherwise expressly provided herein, the rights of each of the parties under this Agreement are cumulative, may be exercised as often as any party considers appropriate and are in addition to each such party's rights under this Agreement, any of the agreements related thereto or under applicable law. Any failure to exercise or any delay in exercising any of such rights, or any partial or defective exercise of such rights, shall not operate as a waiver or variation of that or any other such right, unless expressly otherwise provided.

4.3Entire Agreement. This Agreement embodies the entire agreement of the parties hereto in relation to the subject matter herein and supersedes all prior understandings or agreements, oral or written, between the parties.

4.4 Counterparts.

(a)    This Agreement may be executed in any number of counterparts and by the duly authorized representative of a different party hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.

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(b)    Each counterpart of this Agreement will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No signatory to this Agreement may raise the use of a facsimile machine or other electronic means to deliver an executed document or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation or enforceability of a contract and each party hereto forever waives any such defense.

4.5GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA, AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW, IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF EACH FAILED BANK WAS LOCATED.

4.6Successors. All terms and conditions of this Agreement shall be binding on the successors and assigns of the Receiver, the Corporation and the Assuming Institution.

4.7Modification. No amendment or other modification, rescission or release of any part of this Agreement shall be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties hereto.

4.8Manner of Payment. All payments due under this Agreement shall be in lawful money of the United States of America in immediately available funds as party hereto may specify to the other parties; provided that in the event the Receiver or the Corporation is obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment may be made by check.

4.9Waiver. Each of the Receiver, the Corporation and the Assuming Institution may waive its respective rights, powers or privileges under this Agreement; provided that such waiver shall be in writing; and further provided that no failure or delay on the part of the Receiver, the Corporation or the Assuming Institution to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege by the Receiver, the Corporation, or the Assuming Institution under this Agreement, nor will any such waiver operate or be construed as a future waiver of such right, power or privilege under this Agreement.

4.10Severability. If any provision of this Agreement is declared invalid or unenforceable, then, to the extent possible, all of the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

4.11Survival of Covenants. The covenants, representations, and warranties in this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated hereunder.

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4.12    Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meanings given such terms in the P&A Agreement or the Shared-Loss Agreements, as applicable.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by themselves or their respective officers, as the case may be, as of the day and year first above written.

IBERIABANK
BY:	/s/ Anthony J. Restel
NAME:	Anthony J. Restel
TITLE:	Senior Executive Vice President/Chief Financial Officer

Attest:

FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF CAPITALSOUTH BANK
BY:	/s/ Philip Mangano
NAME:	Philip Mangano
TITLE:	Deputy Director, FDIC

Attest:

FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF CENTURY BANK, FSB
BY:	/s/ Philip Mangano
NAME:	Philip Mangano
TITLE:	Deputy Director, FDIC

Attest:

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FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF ORION BANK
BY:	/s/ Philip Mangano
NAME:	Philip Mangano
TITLE:	Deputy Director, FDIC

Attest:

FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF STERLING BANK
BY:	/s/ Philip Mangano
NAME:	Philip Mangano
TITLE:	Deputy Director, FDIC

Attest:

FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF CREEKSIDE BANK
BY:	/s/ Philip Mangano
NAME:	Philip Mangano
TITLE:	Deputy Director, FDIC

Attest:

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FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF PATRIOT BANK OF GEORGIA
BY:	/s/ Philip Mangano
NAME:	Philip Mangano
TITLE:	Deputy Director, FDIC

Attest:

FEDERAL DEPOSIT INSURANCE CORPORATION
BY:	/s/ Philip Mangano
NAME:	Philip Mangano
TITLE:	Deputy Director, FDIC

Attest:

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

December 21, 2016

Contact:

Anthony J. Restel, Senior Executive Vice President and CFO (504) 310-7317

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

IBERIABANK Corporation Announces Early Termination of FDIC Loss Share Agreements

LAFAYETTE, LOUISIANA -- IBERIABANK Corporation (NASDAQ: IBKC), holding company of the 129-year-old IBERIABANK, announced that IBERIABANK entered into an agreement with the Federal Deposit Insurance Corporation ("FDIC") on December 20, 2016, to terminate IBERIABANK’s twelve loss share agreements with the FDIC ahead of their contractual maturities. These loss share agreements were entered into between 2009 and 2011 in conjunction with IBERIABANK’s FDIC-assisted acquisitions of certain assets and assumptions of certain liabilities of CapitalSouth Bank (2009), Century Bank (2009), Orion Bank (2009), Sterling Bank (2010) and Georgia Commerce Bank’s acquisitions of Creekside Bank (2011) and Patriot Bank of Georgia (2011). IBERIABANK Corporation assumed the latter two agreements in connection with its acquisition of Georgia Commerce Bank, on May 31, 2015.

Daryl G. Byrd, President and CEO of IBERIABANK Corporation, commented, “We are pleased to have completed the early termination of loss share agreements with the FDIC. These agreements were a necessary and crucial component in the orderly resolution of troubled financial institutions during the financial crisis and served us well as we assisted in that resolution process. Termination of these agreements will eliminate potential future clawbacks and shared recoveries, will simplify our accounting results, and will reduce downside volatility associated with loss share accounting. As a result of the immediate earnings improvement due to the loss share termination beginning in the first quarter of 2017, we estimate this transaction will have an earn-back period of less than 20 months and result in an internal rate of return in excess of 40%."

The loss share termination transaction was completed on December 20, 2016. Under the terms of the agreement, the FDIC made a net payment of $6.5 million to IBERIABANK as consideration for termination of the loss share agreements. As a result of this transaction, IBERIABANK expects to record a non-core, after-tax charge of approximately $11.2 million, or 26 cents per fully diluted common share, during the fourth quarter of 2016, primarily as a result of the write-offs of the remaining FDIC indemnification asset and net loss share receivable, net of the payment received from the FDIC. At September 30, 2016, the FDIC indemnification asset was $24.4 million and the net loss share receivable was $3.7 million. Additionally, assets that were previously covered under the loss share agreements will be reclassified as non-covered acquired loans at December 31, 2016. At September 30, 2016, assets covered under loss share agreements included $202.2 million in loans and $0.9 million in other real estate owned.

All rights and obligations of IBERIABANK and the FDIC under the loss share agreements, including the clawback provisions and the settlement of outstanding loss share claims, have been resolved and completed under the termination agreement. The termination of the FDIC loss share agreements had no

impact on the yields of the loans that were previously covered under these agreements. IBERIABANK will recognize all future recoveries, losses, and expenses related to the underlying assets of those agreements since the FDIC will no longer share in those amounts.

DD&F Consulting Group, headquartered in Little Rock, Arkansas, served as an adviser to IBERIABANK regarding the early termination of FDIC loss share agreements.

Tax Return Filing In The Fourth Quarter Of 2016

As disclosed in the Company's third quarter 2016 earnings press release, the Company anticipates it will record a reduced income tax expense of approximately $6.0 million upon filing its 2015 tax return in the fourth quarter of 2016. The after-tax, non-core, fully diluted earnings per share benefit of this lower tax expense is estimated to be approximately 14 cents per common share in the fourth quarter of 2016.

About IBERIABANK Corporation

IBERIABANK Corporation is a financial holding company with 299 combined offices, including 199 bank branch offices and three loan production offices in Louisiana, Arkansas, Alabama, Tennessee, Texas, Florida, and Georgia, 24 title insurance offices in Arkansas and Louisiana, and mortgage representative offices in 64 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.

Caution About Forward-Looking Statements

To the extent that statements in this press release relate to future plans, objectives, financial results or performance of IBERIABANK Corporation, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on management's current information, estimates and assumptions and the current economic environment, are generally identified by use of words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” "project", “continue” and “potential” or the negative of these terms or other similar expressions.

The Company's actual strategies, results, and financial condition in future periods may differ materially from those currently expected due to various risks and uncertainties.  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.  Consequently, no forward-looking statement can be guaranteed. 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. Factors that could cause our actual results to differ from our forward-looking statements are described in the Company's annual and quarterly reports and other documents filed with the Securities and Exchange Commission ("SEC"), available at the SEC's website, http://www.sec.gov, and the Company's website, http://www.iberiabank.com.