Acquisitions and Divestitures (Tables)

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following schedule details a preliminary allocation of merger consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from IBKC as of July 1, 2020.

(Dollars in thousands)	IBERIABANK Corporation
Assets:
Cash and due from banks	$	129,553
Interest-bearing deposits with banks	1,947,933
Securities available for sale at fair value	3,544,364
Loans held for sale	319,743
Loans and leases (a)	25,917,828
Allowance for loan and lease losses	(284,457)
Other intangible assets	237,763
Premises and equipment	310,617
Other real estate owned ("OREO")	8,593
Other assets	1,126,786
Total assets acquired	$	33,258,723
Liabilities:
Deposits	28,231,609
Short-term borrowings	208,733
Term borrowings	1,199,533
Other liabilities	585,143
Total liabilities assumed	$	30,225,018
Net assets acquired	$	3,033,705
Consideration paid:
Consideration for outstanding common stock	2,242,611
Consideration for equity awards	28,291
Consideration for preferred stock	230,641
Cash in lieu of fractional shares	12
Total consideration paid	$	2,501,555
Preliminary purchase accounting gain	$	(532,150)

(a)     Includes $1.3 billion of initial net investments in sales-type and direct financing leases.

The following schedule details a preliminary allocation of merger consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from Truist Bank as of July 17, 2020.

(Dollars in thousands)	Truist Bank
Assets:
Cash and due from banks	$	2,201,685
Loans and leases	423,397
Allowance for loan and lease losses	(2,355)
Other intangible assets	7,000
Premises and equipment	10,965
Other assets	27,700
Total assets acquired	$	2,668,392
Liabilities:
Deposits	2,194,870
Other liabilities	29,733
Total liabilities assumed	$	2,224,603
Net assets acquired	$	443,789
Consideration paid:
Cash	521,433
Total consideration paid	$	521,433
Preliminary goodwill	$	77,644

Business Acquisition, Pro Forma Information

The following table presents unaudited pro forma information as if the transaction occurred on January 1, 2019. The pro forma information does not necessarily reflect the results of operations that would have occurred had the two companies combined on January 1, 2019. Furthermore, cost savings and other business synergies related to the transaction are not reflected in the pro forma amounts.

	Actual from acquistion date through September 30, 2020		Unaudited Pro Forma Information for the
(Dollars in thousands)			Three Months Ended September 30, 2020		Three Months Ended September 30, 2019 (a)		Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019 (a)
Net interest income	$	222,912	$	550,636	$	566,174	$	1,691,623	$	1,711,502
Noninterest income	89,510		290,773		235,409		783,132		645,781
Net income (loss)	(41,750)		71,162		218,572		359,214		654,884

(a) Three and nine months ended September 30, 2019 does not include the impact of CECL which was adopted January 1, 2020.

Merger And Integration Expense

Total merger and integration expenses for the IBKC merger recognized for the three and nine months ended September 30, 2020 are presented in the table below:

(Dollars in thousands)	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
Legal and professional fees (a)	$	29,984	$	34,394
Personnel expense (b)	34,846		40,240
Contribution expense (c)	20,000		20,000
Miscellaneous expense (d)	11,138		12,395
Total IBKC acquisition expense	$	95,968	$	107,029

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

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

(c) Comprised of contribution expense related to the establishment of the First Horizon Louisiana Foundation.

(d)     Primarily comprised of fees for travel and entertainment, contract employment, contributions and other miscellaneous expenses.

Total other merger and integration expense recognized for the three and nine months ended September 30, 2020 and 2019 are presented in the table below:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2020		2019		2020		2019
Legal and professional fees (a)	$	1,196	$	3,507	$	3,322	$	9,852
Personnel expense (b)	303		1,473		786		4,462
Contract employment and outsourcing (c)	203		223		929		240
Net occupancy expense (d)	449		(76)		342		1,547
Miscellaneous expense (e)	951		1,022		2,276		2,170
All other expense (f)	1,723		2,840		6,207		5,025
Total	$	4,825	$	8,989	$	13,862	$	23,296

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.

(c)    Primarily relates to fees for temporary assistance for merger and integration activities.

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

(e)    Consists of fees for operations services, communications and courier, equipment rentals, depreciation 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.