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Shareholders' Equity, Capital Ratios and Other Regulatory Matters
9 Months Ended
Sep. 30, 2017
Banking and Thrift [Abstract]  
Shareholders' Equity, Capital Ratios and Other Regulatory Matters
SHAREHOLDERS' EQUITY, CAPITAL RATIOS AND OTHER REGULATORY MATTERS

Preferred Stock
The following table presents a summary of the Company's non-cumulative perpetual preferred stock:
 
 
 
 
 
 
 
 
 
September 30, 2017
 
December 31, 2016
 
Issuance Date
 
Earliest Redemption Date
 
Annual Dividend Rate
 
Liquidation Amount
 
Carrying Amount
 
Carrying Amount
 

 
 
 
 
 
(Dollars in thousands)
Series B Preferred Stock
8/5/2015
 
8/1/2025
 
6.625
%
 
$
80,000

 
$
76,812

 
$
76,812

Series C Preferred Stock
5/9/2016
 
5/1/2026
 
6.600
%
 
57,500

 
55,285

 
55,285

 
 
 
 
 
 
 
$
137,500

 
$
132,097

 
$
132,097


Common Stock
During the second quarter of 2016, the Company's Board of Directors authorized the repurchase of up to 950,000 shares of IBERIABANK Corporation's outstanding common stock. Stock repurchases under this program will be made from time to time, on the open market or in privately negotiated transactions. The timing of these repurchases will depend on market conditions and other requirements. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and the program may be extended, modified, suspended, or discontinued at any time. At September 30, 2017, the remaining common shares that could be repurchased under the plan approved by the Board was 747,494 shares. The Company has not repurchased any common shares during 2017.
On December 7, 2016, the Company issued and sold 3,593,750 shares of its common stock at a price of $81.50 per common share. On March 7, 2017, the Company issued and sold 6,100,000 shares of its common stock at a price of $83.00 per common share. Net proceeds from the offerings, after deduction of underwriting discounts, commissions, and direct issuance costs, were $279.2 million and $485.2 million, respectively. The proceeds from these issuances were used to finance the cash portion of the purchase price for the acquisition of Sabadell United. The acquisition, which closed on July 31, 2017, provided for Banco de Sabadell, S.A. to receive 2,610,304 shares of the Company's common stock ($211.0 million based on the Company's closing stock price of $80.85 on that date) and $809.2 million in cash from the two stock issuances. Banco de Sabadell, S.A. sold the 2.6 million shares received as part of acquisition proceeds early in the fourth quarter of 2017. Refer to Note 3, Acquisition Activity, for further detail regarding the Sabadell United acquisition.
Regulatory Capital
The Company and IBERIABANK are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy regulations and the regulatory framework for prompt corrective action, the Company and IBERIABANK, as applicable, must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Management believes that, as of September 30, 2017, the Company and IBERIABANK met all capital adequacy requirements to which they are subject.
As of September 30, 2017, the most recent notification from the FRB categorized IBERIABANK as well-capitalized under the regulatory framework for prompt corrective action (the prompt corrective action requirements are not applicable to the Company). To be categorized as well-capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the notification that management believes have changed that categorization.
The Company’s and IBERIABANK’s actual capital amounts and ratios as of September 30, 2017 and December 31, 2016 are presented in the following table.
(Dollars in thousands)
September 30, 2017
Minimum
 
Well-Capitalized
 
Actual
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Tier 1 Leverage
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
995,849

 
4.00
%
 
N/A

 
N/A
 
$
2,532,164

 
10.17
%
IBERIABANK
993,353

 
4.00

 
1,241,691

 
5.00
 
2,435,190

 
9.81

Common Equity Tier 1 (CET1) (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
988,546

 
4.50
%
 
N/A

 
N/A
 
$
2,400,067

 
10.93
%
IBERIABANK
986,055

 
4.50

 
1,424,301

 
6.50
 
2,435,190

 
11.11

Tier 1 Risk-Based Capital (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,318,062

 
6.00
%
 
N/A

 
N/A
 
$
2,532,164

 
11.53
%
IBERIABANK
1,314,739

 
6.00

 
1,752,986

 
8.00
 
2,435,190

 
11.11

Total Risk-Based Capital (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,757,416

 
8.00
%
 
N/A

 
N/A
 
$
2,806,324

 
12.78
%
IBERIABANK
1,752,986

 
8.00

 
2,191,232

 
10.00
 
2,592,850

 
11.83



 
December 31, 2016
 
Minimum
 
Well-Capitalized
 
Actual
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Tier 1 Leverage
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
818,440

 
4.00
%
 
N/A

 
N/A
 
$
2,221,528

 
10.86
%
IBERIABANK
816,152

 
4.00

 
1,020,190

 
5.00
 
1,878,703

 
9.21

Common Equity Tier 1 (CET1) (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
794,334

 
4.50
%
 
N/A

 
N/A
 
$
2,089,431

 
11.84
%
IBERIABANK
792,111

 
4.50

 
1,144,160

 
6.50
 
1,878,703

 
10.67

Tier 1 Risk-Based Capital (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,059,112

 
6.00
%
 
N/A

 
N/A
 
$
2,221,528

 
12.59
%
IBERIABANK
1,056,147

 
6.00

 
1,408,197

 
8.00
 
1,878,703

 
10.67

Total Risk-Based Capital (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,412,149

 
8.00
%
 
N/A

 
N/A
 
$
2,493,988

 
14.13
%
IBERIABANK
1,408,197

 
8.00

 
1,760,246

 
10.00
 
2,034,663

 
11.56


(1) Minimum capital ratios are subject to a capital conservation buffer. In order to avoid limitations on distributions, including dividend payments, and certain discretionary bonus payments to executive officers, an institution must hold a capital conservation buffer above its minimum risk-based capital requirements. This capital conservation buffer is calculated as the lowest of the differences between the actual CET1 ratio, Tier 1 Risk-Based Capital Ratio, and Total Risk-Based Capital ratio and the corresponding minimum ratios.