Acquisitions and Divestitures

3 Months Ended

Mar. 31, 2020

On November 4, 2019, FHN and IBERIABANK Corporation (“IBKC”) announced that they had entered into an agreement and plan of merger under which IBKC will merge with FHN in a merger-of-equals transaction. IBKC, headquartered in Lafayette, Louisiana, has 319 offices in 12 states, mostly in the southern and southeastern U.S., and has reported $32.2 billion of total assets, $24.5 billion in loans, and $25.5 billion in deposits, at March 31, 2020. IBKC‘s common stock is listed on The NASDAQ Stock Market, LLC under the symbol IBKC. Under the merger agreement, each share of IBKC common stock will be converted into 4.584 shares of FHN common

stock. After closing, FHN expects IBKC common shares will be converted into approximately 44 percent of the then-outstanding shares of FHN common stock. The merger agreement requires FHN to expand its board of directors to seventeen persons; after closing, eight board positions will be held by current IBKC directors, and nine will be held by current FHN directors. FHN expects the transaction to close in second quarter 2020, subject to regulatory approvals and other customary conditions. Merger and integration expenses related to the pending merger of equals with IBKC are recorded in FHN’s Corporate segment.

Total merger expenses for the IBKC merger recognized for the three months ended March 31, 2020 are presented in the table below:



	Three Months Ended March 31
(Dollars in thousands)	2020
Professional fees (a)	$	662
Employee compensation, incentives and benefits (b)	689
Miscellaneous expense (c)	254
Total IBKC acquisition expense	$	1,605

(a) Primarily comprised of fees for legal, accounting, and merger consultants.

(b) Primarily comprised of fees for severance and retention.

On November 8, 2019, FHN announced an agreement for First Horizon Bank to purchase 30 branches from SunTrust Bank in conjunction with SunTrust Banks, Inc.'s merger with BB&T Corporation, which created Truist Financial Corp. As part of the agreement, FHN will assume approximately $2.4 billion of branch deposits for a 3.40 percent deposit premium and purchase approximately $410 million of branch loans. The branches are in communities in North Carolina (20 branches), Virginia (8 branches),

and Georgia (2 branches). FHN expects the purchase to close in third quarter 2020, subject to customary closing conditions.

See Note 2- Acquisitions and Divestitures in the Notes to Consolidated Financial Statements on Form 10-K for the year ended December 31, 2019, for additional information about FHN's other acquisitions.

Expenses related to FHN's merger and integration activities are recorded in FHN's Corporate segment.

Total other merger and integration expense recognized for the three months ended March 31, 2020 and 2019 are presented in the table below:



	Three Months Ended March 31
(Dollars in thousands)	2020			2019
Professional fees (a)	$	799		$	1,867
Employee compensation, incentives and benefits (b)	396			1,517
Contract employment and outsourcing (c)	306			—
Occupancy (d)	(25		)	118
Miscellaneous expense (e)	822			1,069
All other expense (f)	1,874			1,089
Total	$	4,172		$	5,660

Certain previously reported amounts have been reclassified to agree with current presentation.

(a) Primarily comprised of fees for legal, accounting, and merger consultants.

(b) Primarily comprised of fees for severance and retention.

(d) Primarily relates to expenses associated with lease exits.

(e) Consists of fees for operations services, communications and courier, equipment rentals, deprecation and maintenance, supplies, travel and entertainment, computer software, and advertising and public relations.

(f) Primarily relates to contract termination charges, internal technology development costs, costs of shareholder matters and asset impairments, as well as other miscellaneous expenses.

In addition to the transactions mentioned above, FHN acquires or divests assets from time to time in transactions that are considered business combinations or divestitures but are not material to FHN individually or in the aggregate. In April 2019, FHN sold a subsidiary acquired

as part of the CBF merger in 2017 that did not fit within FHN's risk profile. The sale resulted in the removal of approximately $25 million UPB of subprime consumer loans from Loans held-for-sale on FHN's Consolidated Condensed Statements of Condition.