Iberiabank (IBKC)

Risks

• Challenging economic conditions or volatility in the financial markets could have a material adverse impact on our business, leading to diminished financial results and position.
• The geographic concentration of our markets makes our business highly susceptible to local economic conditions. Adverse economic factors affecting particular geographies or industries, especially the southeastern United States, could have a negative effect on our customers and their ability to make payments to us.
• The Government’s responses to economic conditions may adversely affect our financial performance.
• Changes in interest rates and other factors beyond our control may adversely affect our earnings and financial condition, and we may incur losses if we are unable to successfully manage interest rate risk.
• Certain instruments issued by us, including our outstanding Series B, Series C and Series D preferred stock, have floating rate terms based on LIBOR.
• If we or our subsidiaries were unable to borrow funds through access to capital markets, we may not be able to meet the cash flow requirements of our depositors and borrowers, or the operating cash needs to fund corporate expansion and other corporate activities.
• Deposit run-off or a change in deposit mix could increase our funding costs.
• Market perceptions of our credit risk could impair our liquidity, cash flows, financial condition and operating results.
• Our business is highly susceptible to credit risk.
• Our allowance for credit losses may not be sufficient to cover actual credit losses, which could adversely affect our earnings. Events unforeseen by us could result in higher loan losses impacting our results of operations.
• The adoption of the new accounting standard for credit losses may result in increases to the Company's allowance for credit losses and increased volatility in net income and capital.
• We earn a significant portion of our non-interest revenue through sales of residential mortgages in the secondary market. We are exposed to counterparty credit, market, repurchase and other risks associated with these activities.
• Declines in the value of certain investment securities could require write-downs, which would reduce our earnings.
• Changes in government regulations and legislation could limit our future performance and growth.
• We have become subject to more stringent regulatory capital requirements, which may limit our operations and potential growth or adversely affect our ability to pay dividends or to repurchase shares.
• We are required to act as a source of financial and managerial strength for our bank in times of stress.
• Non-compliance with the USA PATRIOT Act, the Bank Secrecy Act or other laws and regulations could result in fines or sanctions against us.
• Possible future increases in FDIC deposit insurance premiums would adversely affect our earnings.
• We may be adversely affected by recent changes in U.S. tax laws.
• We are exposed to intangible asset risk, which could negatively impact our financial results.
• The required accounting treatment of troubled loans we acquired through acquisitions could result in higher net interest margins and interest income in current periods and lower net interest margins and interest income in future periods.
• A failure in or an attack on our operational systems or infrastructure, or those of third parties, could impair our liquidity, disrupt our business, result in the unauthorized disclosure of confidential information, damage our reputation and cause financial losses.
• The loss of certain key personnel could negatively affect our operations.
• Catastrophic events could negatively affect our local economies or disrupt our operations, which would have an adverse effect on our business or results of operations.
• We may be subject to increased litigation which could result in legal liability and damage to our reputation.
• The success of our financial institution acquisitions will depend on a number of uncertain factors.
• Our ability to achieve and maintain expense reduction and earnings enhancement initiatives may be adversely affected by external factors not within our control.
• Our success depends on our ability to respond to the threats and opportunities of fintech innovation.
• Reputational risk and social factors may impact our results.
• We are a holding company and depend on our subsidiaries for dividends, distributions and other payments.
• Although we have paid cash dividends on shares of our common stock in the past, we may not pay cash dividends on shares of our common stock in the future.
• Our common stock and our preferred stock are subordinate to our existing and future indebtedness.
• Our common stock is subordinate to our existing and future preferred stock.
• We may issue debt and/or equity securities, or securities convertible into equity securities, any of which may be senior to our existing preferred and common stock as to distributions and in liquidation, and such an issuance could negatively affect the value of our common and preferred stock.
• The trading history of our common stock is characterized by modest trading volume.
• The market price of our securities can be volatile.
• Because the market price of First Horizon common stock may fluctuate, holders of IBKC common stock cannot be certain of the market value of the merger consideration they will receive.
• The market price of First Horizon common stock after the merger may be affected by factors different from those affecting the shares of IBKC common stock or First Horizon common stock currently.
• Combining First Horizon and IBKC may be more difficult, costly or time consuming than expected and IBKC may fail to realize the anticipated benefits of the merger.
• The combined company may be unable to retain First Horizon and/or IBKC personnel successfully after the merger is completed.
• Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.
• Certain of IBKC’s directors and executive officers may have interests in the merger that may differ from the interests of holders of IBKC common stock.
• The merger agreement may be terminated in accordance with its terms, and the merger may not be completed.
• Failure to complete the merger could negatively impact IBKC.
• IBKC will be subject to business uncertainties and contractual restrictions while the merger is pending.
• The merger agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with IBKC.
• The shares of First Horizon common stock to be received by holders of IBKC common stock as a result of the merger will have different rights from the shares of IBKC common stock.
• IBKC will incur transaction and integration costs in connection with the merger.
• In connection with the merger, First Horizon will assume IBKC’s outstanding debt obligations and preferred stock, and the combined company’s level of indebtedness following the completion of the merger could adversely affect the combined company’s ability to raise additional capital and to meet its obligations under its existing indebtedness.
• General market conditions and unpredictable factors, including conditions and factors different from those affecting IBKC preferred stock and IBKC depositary shares currently, could adversely affect market prices for rollover First Horizon preferred stock and rollover First Horizon depositary shares once the rollover First Horizon preferred stock is issued
• Holders of IBKC common stock will have a reduced ownership and voting interest in the combined company after the merger and will exercise less influence over management.
• Holders of IBKC common stock will not have dissenters’ rights or appraisal rights in the merger.
• Shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of IBKC.