IBERIABANK
Corporation
Acquisition of
Alliance Bank of Baton Rouge
November 17, 2003
Filed by: IBERIABANK Corporation
This communication is filed pursuant to Rule 425
under the Securities Act of 1933, as amended.
Subject Company: IBERIABANK Corporation
Commission File No: 0-25756
Forward Looking
Statements
Safe Harbor and 425 Language
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 the
Companys 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 IBERIABANK Corporation and Alliance Bank of Baton
Rouge, without charge, at
the SEC's web site 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 by directing a request to: Investor
Relations-
5 th Floor, IBERIABANK Corporation, 200 West Congress Street,
Lafayette, LA, 70501, Phone:
(337) 521-4788, Fax: (337) 521-4546.
This communication is not an offer to purchase shares of Alliance Bank of Baton
Rouge common stock, nor is it an offer to sell shares of IBERIABANK
Corporation common
stock which may be issued in any proposed merger with Alliance Bank of Baton Rouge. Any
issuance of IBERIABANK Corporation common stock in any proposed merger with Alliance Bank
of Baton Rouge would have to
be registered under the Securities Act of 1933, as amended, and
such IBERIABANK Corporation common stock would be offered only by means of a prospectus
complying with the Act.
Baton
Rouge
Market
Trade Area Of Over 700,000
Record Retail Sales In 2003 (YTD)
Record Home Sales In 2003 (YTD)
Stability of LSU and State Capital
EBR Parish Unemployment Rate = 5.4% (11th )
Favorable Business And Income Demographics
Entrepreneur.com: 11th Top Mid-sized Entrepreneur City
Forbes Magazine: 25th Lowest Cost of Doing Business
BATON ROUGE
Baton Rouge Market
Recent Statistics
Baton Rouge Market
Deposit Market Share
Source: FDIC
Financial Institution
Deposits
($ million)
Dep. Mkt.
Share (%)
# Offices
$mm Deposits
Per Office
1
Bank One
$ 2,429 mil
36.0%
36
$67.5 mil
2
Hibernia
1,764
26.2
19
92.8
3
Hancock Bank
635
9.4
18
35.3
4
Union Planters
619
9.2
16
38.7
5
Whitney Bank
278
4.1
10
27.8
6
Regions Bank
240
3.6
8
29.9
7
Business Bank
119
1.8
1
119.4
8
Bank of Zachary
95
1.4
3
31.7
9
Fidelity Bank & Trust
89
1.3
2
44.7
10
Amsouth Bank
79
1.2
4
19.7
11
First Nat Bankers Bk.
78
1.1
1
77.7
12
IBKC/Alliance Bank
68
1.0
1
67.6
All Other Companies
244
3.6
19
12.9
Total EBR Parish
$6,738 mil
100.0%
138
$48.8 mil
Source: FDIC Deposits on June 30, 2003, adjusted for announced mergers.
Baton Rouge Market
Banking Landscape
Source: FDIC Data; IBKC Analysis
Louisiana Market
(MSA Definition)
Deposits
($ billion)
IBKC Mkt.
Share (%)
# Large
Banks**
% Large Bank
Deposits**
Baton Rouge
$7.9 bill
0.9%*
7
88.4%
Shreveport
-
-Bossier
3.9
0.0%
5
81.3
New Orleans
18.3
1.4%
7
73.6
Houma
-
-Thibodaux
2.3
-
5
71.5
St. Ta
mmany
2.2
-
7
68.3
Alexandria
1.4
-
4
64.5
Lake Charles
1.8
-
3
60.7
Monroe
1.8
8.8%
5
59.8
Lafayette
4.6
15.0%
5
30.7
* IBKC figures for Baton Rouge include Alliance Bank.
** Large banks are defined as FDIC
-
insured banks with headquarters outside
of Louisiana and/or deposits in excess of $5 billion. Source: Deposits on June
30, 2003, adjusted for announced acquisitions; FDIC.
Monroe
Ruston
Shreveport
Baton
Rouge
Lake Charles
Alexandria
Northshore
New Orleans
Focus On
Markets With
Greater
Population
Density, And
Income And
Population
Growth
Convenience-
Based
Distribution
Strategy
Metro Market
Credit
Underwriting
And Fee
Structures
Houma/Thibodaux
Lafayette
Baton Rouge Market
Strategic
Target Markets
Alliance Bank of Baton
Rouge
Background
Alliance
Background
History
Founded In 1999; Primarily People From Bank
One/First Commerce
One Office 3700 Essen Lane Near I-12 (Temporary)
Focus On High Net Worth/Private Banking And
Commercial Clients
High Level Of Service And Technology
Assets Of $76 Million
Limited Growth Potential In Current Form:
High-End Client Limitations (Loan Size, Liquidity)
We Can Add Bench Strength Depth
Alliance
Background
Location
Excellent
Location With
Easy Client
Ingress And
Egress Via I-
10 And I-12
Exceptional
Demographics
Begin
Construction
Of New
Facility
Courier
Service To
Top Clients
Shading Indicates Family Income Tracts
Alliance
Background
Board Of Directors
Source: Company Reports
John W. Barton, Jr., 54, partner at the law firm of Breazeale, Sachase & Wilson in Baton Rouge (since July 1988).
Teri G. Fontenot, 49, President and Chief Executive Officer of Womans Hospital since April 1996.
Bobby McCall, 54, Senior Lending Officer and Secretary to the Board. Prior served as Senior Vice President of Private Banking with Bank One.
C. Brent McCoy, 51, President and Chief Executive Officer of the Bank since its
inception. Prior to joining the Bank, served for over ten years as
Chairman and Chief Executive Officer of Premier Mortgage, Louisiana National
Bank, before it was merged with and into Banc One in September 1996.
Served with Banc One as the National Managing Director of Private Banking from September 1996 until June 1998.
Markham R. McKnight, 48, member and President of WMS, LLC, doing business as Wright & Percy Insurance, in Baton Rouge, where he has
been employed since 1982.
Hermann Moyse, III, 54, private investments. Prior served as the Chief Executive Officer of
HealthNet One, an occupational medicine network serving
the greater Baton Rouge area, from 1999 through 2003. From 1998 until 1999, served as Executive Vice President of Banc One Louisiana. From 1978 until
1998,
employed in various capacities by City National Bank of Baton Rouge (a subsidiary of First Commerce Corporation), and served as its Chairman of the
Board from 1994 until 1998.
Eugene H. Owen, 73, President of Louisiana Water Company and Baton Rouge Water Company, employed since 1983 and 1987, respectively. Also
served since 1988 as Chairman and Chief Executive Officer of Owen and White, Inc., an engineering consulting firm in Baton Rouge.
Stanley E. Peters, 49, self-employed physician in Baton Rouge, where he has practiced medicine since 1983.
Kevin P. Reilly, Jr., 48, Chief Executive Officer of Lamar Advertising, in Baton Rouge, where he has been employed since 1979.
Thomas H.
Turner, 46, President of Turner Services (temporary placement firm); President of Turner Industrial Technical Company (non-
destructive testing firm);
President of Turner Industrial Services, Inc. (industrial and environmental services); President of Specialty Welding Services
(critical welding company) and President of Turner Industries Holding Company (industrial construction and
maintenance).
D. Randolph Waesche, 53, President of Resource Management, Inc. in Metairie,
since 1977. Also served on numerous boards including the Institute
Alliance
Background
Summary Balance Sheet
Source: Company Call Reports
($000; Period-End Figures)
1999
2000
2001
2002
3/31/03
6/30/03
9/30/03
Cash & Equivalents
759
$
3,316
$
2,240
$
2,016
$
$ 4,350
$ 3,719
3,607
$
Securities & FFS, FHLB
12,362
17,789
16,160
10,685
16,138
20,794
19,481
Loans Held For Resale
-
-
-
3,214
1,269
1,388
439
Loans
12,822
25,503
44,335
50,677
45,067
49,733
49,981
Loan Loss Reserve
(146)
(284)
(382)
(537)
(551)
(566)
(555)
Net Loans
12,676
25,219
43,953
50,140
44,516
49,167
49,426
Fixed Assets
1,267
1,111
1,012
631
636
613
605
OREO
-
-
-
-
-
-
-
Intangibles
-
-
-
-
-
-
-
Other Assets
540
853
858
855
883
1,833
2,474
Total Assets
27,604
$
48,288
$
64,223
$
67,541
$
67,792
$
77,514
$
76,032
$
Noninterest Bearing Deps
2,912
$
8,221
$
10,041
$
10,643
$
13,355
$
16,939
$
16,095
$
Interest Bearing Deposits
16,190
31,535
45,583
43,850
44,244
50,700
48,020
Total Deposits
19,102
39,756
55,624
54,493
57,599
67,639
64,115
Borrowings
-
-
-
4,000
1,000
-
-
Other Liabilities
65
292
259
306
343
826
2,802
Total Equity
8,437
8,240
8,340
8,742
8,850
9,049
9,115
Total Liabilities & Equity
27,604
$
48,288
$
64,223
$
67,541
$
67,792
$
77,514
$
76,032
$
Alliance
Background
Summary Income Statement
Source: Company Call Reports
($000; Except Per
Share Figures)
1999
2000
2001
2002
1Q03
2Q03
3Q03
Net Interest Income
273
$
1,288
$
1,882
$
2,444
$
613
$
612
$
634
$
Provision
146
138
98
143
16
15
27
NII After Provision
127
1,150
1,784
2,301
597
597
607
Service Charges
3
100
97
127
35
39
43
Other Fee Income
4
30
91
195
101
70
96
Recurring Nonint Income
7
130
188
322
136
109
139
Gains/(Losses) - Securities
-
-
2
-
-
-
-
Compensation Expense
377
922
1,083
1,233
340
319
333
Occupancy Expense
87
211
216
228
53
52
60
Other Expenses
491
492
482
592
170
158
167
Noninterest Expense
955
1,625
1,781
2,053
563
529
560
Income Before Taxes
(821)
(345)
193
570
170
177
186
Income Taxes
(264)
(108)
64
180
58
59
56
Net Income
(557)
$
(237)
$
129
$
390
$
112
$
118
$
130
$
Shares Outstanding
901
901
901
901
901
901
901
Earnings Per Share
(0.62)
$
(0.26)
$
0.14
$
0.43
$
0.12
$
0.13
$
0.14
$
Alliance
Background
Summary Ratios
Source: Company Call Reports
1999
2000
2001
2002
1Q03
2Q03
3Q03
Book Value Per Share
9.36
$
9.14
$
9.25
$
9.70
$
9.82
$
10.04
$
10.11
$
Dividends Per Share
-
$
-
$
-
$
-
$
-
$
-
$
-
$
Dividend Payout Ratio
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Tier 1 Leverage Ratio
39.91%
18.25%
13.63%
12.90%
13.24%
12.92%
12.15%
Tier 1 Risk Based Ratio
48.96%
27.58%
16.80%
14.80%
16.39%
14.18%
14.24%
Risk-Based Capital Ratio
49.84%
28.57%
17.59%
15.72%
17.43%
15.09%
15.13%
ROA
n.m.
-0.65%
0.24%
0.61%
0.68%
0.69%
0.67%
ROE
n.m.
-2.85%
1.56%
4.55%
5.09%
5.27%
5.41%
Net Interest Margin
n.m.
3.87%
3.74%
4.06%
3.92%
3.78%
3.66%
Efficiency Ratio
341.1%
114.5%
86.0%
74.2%
75.2%
73.4%
72.4%
Effective Tax Rate
32.2%
31.3%
33.2%
31.6%
34.1%
33.3%
30.1%
NPA's/Assets
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
NPL's/Loans
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
LLR/Loans
1.14%
1.11%
0.86%
1.00%
1.19%
1.11%
1.11%
LLR/NPA's
n.m.
n.m.
n.m.
n.m.
n.m.
n.m.
n.m.
Net Charge-Offs/Avg Loans
0.00%
0.00%
0.00%
0.00%
0.02%
0.00%
0.00%
Merger
Transaction
Alliance Bank of Baton Rouge
Merger
Assumptions
Other Assumptions
Complete Merger 1st Quarter Of 2004
Repurchase Shares Or Leverage Excess Capital
Alliance Base 2004 Earnings Of $550,000
Assuming Full Conversion Of Options And Warrants
Cost Of Cash For Repurchase = 6.00% (Conservative)
CDI Amortization-Accelerated Over 7 Years
Revenue & Expense Benefits = 34% of Expense Base
Revenues - Larger Credits, Strategic Hires, etc.
Expense Savings - Equipment, Contracts, etc.
Merger
Proposal
Deal Terms
0.3 Shares Of IBKC Stock For Each Alliance Share
$16.18 Value Per Alliance Share ($53.94 IBKC Price)
100% Stock With No Pricing Collars
Customary Walk-Away Provisions (9-Month, Mutual, MAC, etc.)
Insiders Sign Support Agreements; Board Retained For 3 Years
Contract For Brent McCoy (2-Years); Named CEO of BR Market
Break-Up Fee Of $700,000, Only If Other Merger Within 2 Years
All Options Vest if Exercised By Closing
No Change In Employee Compensation; Terminate 401(k) Plan
Current Indemnification Plus Purchase 3-Year D&O Tail Policy
Merger
Proposal
Financial Implications
Breakeven in 2004 To EPS; Slightly Accretive Thereafter
Drivers: Business Development And IBKC Base Earnings
5% Dilutive To Tangible Book Value Per Share; -27 Bps. On ROE
Internal Rate Of Return In Mid-Teens
Purchase Price Multiples (Assuming Fully Conversion Of Options
And Warrants):
Market-To-Book (And Tangible) = 160%
Price-To-12-Month Earnings = 33.3x
Core Deposit Premium = 10.9%
Premium Over Market = 62% Over IPO Price Of $10.00
Merger Proposal
Price Ratio Comparables
Market-To-Book (And Tangible) = 160%
Price-To-12-Month Earnings = 33.3x
Merger
Proposal
Strategic Implications
Baton Rouge Market Fits Our Business Model Well:
Many Large Clumsy Banks (88.4%--Highest In The State)
Suited For Commercial/Private Banking, Not Retail Expansion
Favorable Deposit Rate Structure And Demographics
Very Few Acquisition Candidates In Baton Rouge
Similar Cultures (High End Focus), Yet Adds Diversity
Exceptional Asset Quality; Interest Rate RiskAsset Sensitive
Bridges The Gap Between Acadiana And New Orleans
Excellent Advisory Board
Total Value Of $16.9 Million; Less Than 2% Company Ownership
Logical Progression In Our Strategic Expansion Plans