IBERIABANK Corporation A c q u i s i t i o n o f S abade ll Unite d B ank, N . A . F e b r u a r y 2 8 , 2 0 1 7
Safe Harbor Safe Harbor To the extent that statements in this investor presentation relate to future plans, projections, objectives, financial results or performance of IBERIABANK Corporation (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, which are based on management’s current information, estimates and assumptions and the current economic environment, are generally identified by the use of the words “plan”, “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions. In addition, such forward-looking statements include statements about the projected impact and benefits of the transaction involving the Company and Sabadell United Bank, N.A. (“Sabadell United”), including future financial and operating results, the Company’s plans, objectives, expectations and intentions, and other statements that are not historical facts, along with certain financial metrics and assumptions about future performance. including GAAP EPS accretion, TBVPS earn-back period and dilution, IRR, synergy assumptions, estimated future pre-tax expenses, sizing of equity issuances, purchase accounting, tax rate, intangibles, pro forma capital ratios and pro forma balance sheet and income statement. 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. In addition to the factors previously disclosed in the Company’s filings with the SEC, the following factors, among others, could cause actual results to differ materially from forward looking statements or historical performance: the possibility that regulatory and other approvals and conditions to the transaction are not received or satisfied on a timely basis or at all; the possibility that modifications to the terms of the transaction may be required in order to obtain or satisfy such approvals or conditions; changes in the anticipated timing for closing the transaction; difficulties and delays in integrating the Company’s and Sabadell United’s businesses or fully realizing projected cost savings and other projected benefits of the transaction; business disruption during the pendency of or following the transaction; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; diversion of management time on transaction-related issues; reputational risks and the reaction of customers and counterparties to the transaction; and changes in asset quality and credit risk as a result of the transaction. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. 2
Safe Harbor Cont'd Use of Non-GAAP Financial Measures This presentation includes non-GAAP financial measures. Non-GAAP financial measures are commonly used in the Company’s industry, have certain limitations and should not be construed as alternatives to financial measures determined in accordance with GAAP. The non- GAAP measures as defined by us may not be comparable to similar non-GAAP measures presented by other companies. Our presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that our future results will be unaffected by other unusual or non-recurring items. Note Concerning Historical Sabadell United Financial Information The Sabadell United data presented in this investor presentation is based on Sabadell United’s Consolidated Reports of Condition and Income (Call Reports) to the Federal Deposit Insurance Corporation (“FDIC”) and does not include the adjustments applied to Sabadell United’s historical performance in the Company’s preliminary prospectus supplement dated the date hereof, as set forth in Note 2 to the Unaudited Pro Forma Condensed Consolidated Balance Sheet and Statement of Operations therein, relating to classification of expense with respect to an FDIC indemnification agreement and cash and cash equivalents. Investors should refer to the preliminary prospectus supplement for an explanation of the adjustments to the Sabadell historical financial information reflected therein and compare such adjusted figures against the Sabadell historical financial information included in this presentation. Important Additional Information IBERIABANK Corporation has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should carefully read the prospectus and the prospectus supplement in that registration statement, including the risk factors set forth therein, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Goldman, Sachs & Co., toll-free at 1-866-471-2526, or UBS Investment Bank, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY, 10019 or by calling 1-888-827-7275. This investor presentation supplements information contained in the Company’s January 26, 2017 release, and should be read in conjunction therewith. The January 26, 2017 release may be accessed on the Company’s web site, www.iberiabank.com, under “Investor Relations” and then “Financial Information” and then “Press Releases.” 3
Transaction Rationale • IBERIABANK Corporation’s acquisition of Sabadell United Bank, N.A. (“Sabadell United”) extends our footprint, with a meaningful presence in each of the five largest MSAs in the Southeast U.S. 1 • Significantly strengthens our franchise in Florida, which will become our largest state by Compelling deposits Strategic • The transaction will solidify our foothold in the Miami MSA, which is the largest MSA in Florida, Rationale the third largest in the Southeast and the eighth largest in the U.S. • Sabadell United is a strong strategic fit, having delivered a strong history of consistent growth, profitability, and favorable asset quality metrics • Accretive to our GAAP EPS in the first full year following expected transaction close Financially • Minimal dilution to tangible book value per share (“TBVPS”) and an attractive earn-back Attractive • IRR well in excess of our cost of capital • Comprehensive due diligence conducted • Strong credit and excellent asset quality coupled with robust core deposit funding Low Risk • Retention of key Sabadell United management to drive business forward • We have extensive experience integrating acquisitions and familiarity with the market (1) Southeast defined as AL, AR, GA, LA, FL, MS, NC, SC, TN, TX, VA. (2) Crossover method earn-back compares pro forma projected tangible book value per share to standalone projected tangible book value per share. Excludes accretive effect of December 2016 capital raise to tangible book value per share. 4
Key Transaction Terms • $1,025 million total consideration to Banco de Sabadell, S.A. (“Banco Sabadell”) • Consideration mix of $803 million of cash, $222 million 1 of IBKC common stock • Implied pricing multiples: Consideration / • 1.95x Sabadell United's 12/31/16 tangible book value Pricing • 21.1x Sabadell United's 2016 net income 16.8x Sabadell United's 2016 net income including synergies 2 • From our perspective, the transaction is funded predominately through IBKC common stock: Financing / Capital Sources $ million IBKC December Public Common Stock Issuance 3 280 Financing / 98% IBKC stock New Public Common Stock Issuance 4 500 Capital New Common Stock Issuance to Banco Sabadell 1 222 2% cash Cash 23 1,025 • This transaction has been approved by the Boards of Directors of both IBKC and Banco Sabadell Transaction • No shareholder vote is required for either party Approvals / • Subject to customary regulatory approvals Closing • Expect to close the transaction in the second half of 2017 (1) Based on 10-day VWAP of IBKC common stock through February 24, 2017. (2) Assumes $21 million of fully phased-in synergies (pre-tax). (3) December capital raise use of proceeds included financing possible acquisitions. (4) Base deal size; does not adjust for transaction fees or 10% greenshoe option. 5
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