Two Broad and Cassel attorneys in Miami represented Gibraltar Private Bank & Trust Co. in the bank’s $220 million sale to another bank.
News that IberiaBank Corp., the publicly traded holding company of IberiaBank, wanted to buy Gibraltar surfaced last October, but approval from regulators and Gibraltar shareholders was needed before the deal could close.
Broad and Cassel partners Nina Gordon and Carlos Loumiet represented Coral Gables-based Gibraltar in the transaction, which closed March 23.
Gibraltar shareholders received 1.9749 shares of Lafayette, Louisiana-based IberiaBank Corp. common stock for each Gibraltar common share.
“It wasn’t a one-to-one exchange. Because of the relative value, they (Gibraltar shareholders) got almost two shares of IberiaBank stock for every share that they held,” Gordon said.
The deal was overwhelmingly approved by Gibraltar shareholders as about 90 percent voted in favor, she said.
None of the shareholders voted against the deal, but about 10 percent didn’t cast votes.
Loumiet said: “I think it was an opportunity for the shareholders to exchange their shares for shares in a terrific bank that is doing very well and is growing. I think that was very attractive to the shareholders, which is why we had no dissenting votes.”
The conversion from Gibraltar to IberiaBank was done March 23-25, according to a new release. An online search for Gibraltar Bank now reaches the IberiaBank website.
Gibraltar had eight offices, most of them in Florida except for one in New York. Some of the other offices were in Miami, Key West and Naples.
Gibraltar had total assets of $1.6 billion, gross loans of $1.5 billion, total deposits of $1.1 billion and total assets under management of $500 million on Dec. 31.
The bank in the past had come under scrutiny over its procedures for divulging questionable activity, specifically in relation to hundreds of millions of dollars in transactions for Scott Rothstein, the disbarred law firm chairman convicted in a $1.2 billion Ponzi scheme.
In 2014, Gibraltar was placed under a consent decree by federal regulators to correct its practices for reporting suspicious activity consistent with anti-money laundering laws.
Federal regulators fined the bank $4 million for violations of the U.S. Bank Secrecy Act, and the decree was lifted in 2017 after the bank improved its compliance practices.
With the transaction, IberiaBank’s assets climbed to nearly $29.5 billion.
There will be no impact on Gibraltar customers except that now they will do their banking with IberiaBank.
There could be an impact on Gibraltar employees, however.
The South Florida Business Journal reported March 15 that IberiaBank filed paperwork to lay off 124 Gibraltar staffers from April 28 to May 13.
The laid off staff would receive “generous severance,” IberiaBank Corp. president and CEO Daryl Byrd told the publication.
Gibraltar president and CEO Angel Medina Jr. has become executive vice president and director of private client services for IberiaBank, according to a news release.
The Federal Reserve Board and the state of Louisiana approved the transaction.
IberiaBank, which is 131 years old, also has offices in Alabama, Arkansas, Florida, Georgia, Tennessee, Texas and South Carolina.
“The acquisition of Gibraltar is the culmination of a lot of hard work by both institutions and solidifies our presence in the strategically important South Florida market,” Byrd said in a news release.
New York-based Simpson Thacher & Bartlett partner Lee Meyerson and associate Matthew Rogers represented IberiaBank Corp. in the deal.
This transaction went smoothly, according to Loumiet.
“I can’t remember a lot of them that went as smoothly as this one,” he said.
Gordon echoed this.
“Both Carlos (Loumiet) and I have observed on more than one occasion that it went really very smoothly. I think every step along the way they were cooperating, and I think the shareholder results showed … it is a good match,” she said.