2. Acquisition

On March 10, 2017, the Company, through its banking subsidiary, Whitney Bank (“Whitney”), completed the acquisition of certain assets and liabilities, including nine branches, from First NBC Bank (“FNBC”). This in-market transaction strengthens our position in the Greater New Orleans area. Whitney paid approximately $323 million in cash consideration ($326 million cash paid net of $3 million in branch cash acquired), including a $41.6 million transaction premium for the earnings stream acquired.

The transaction was accounted for as a business combination and therefore, assets acquired and liabilities assumed were recorded at estimated fair values on the acquisition date.

The following table provides the assets purchased and liabilities assumed.

Fair value of net assets acquired at date of acquisition - March 10, 2017


(in thousands)
ASSETS
Cash and due from banks	$	2,856
Total loans		1,211,523
Property and equipment		12,332
Accrued interest receivable		2,969
Identifiable intangible assets		3,900
Other assets		63
Total identifiable assets	$	1,233,643

LIABILITIES
Deposits	$	398,171
Short-term borrowings		510,749
Long-term debt		93,120
Other liabilities		1,607
Total liabilities	$	1,003,647
Net identifiable assets acquired		229,996
Goodwill		95,568
Net assets acquired	$	325,564

The loans were recorded at estimated fair value at the acquisition date with no carryover of the related allowance for loan losses. The acquired loans were considered to be performing (“purchased credit performing”) based on such factors as past due status, nonaccrual status and are accounted for under Accounting Standards Codification (“ASC”) 310-20. The difference at the acquisition date between the fair value and the contractual amounts due (the “fair value discount”) of $52.7 million will be accreted into income over the estimated lives of the loan pools established in the valuation.

The Company assumed approximately $604 million borrowings in the acquisition, consisting of both short-term and long-term Federal Home Loan Bank (“FHLB”) borrowings. The short-term borrowings consist of $460 million in variable-rate term notes; $200 million matures in 2025 and $260 million matures in 2026. These notes re-price quarterly and may be re-paid at the Company’s option, either in whole or in-part, on any quarterly re-pricing date. Also included in short-term borrowings are $51 million in fixed-rate term notes that mature in 2017. The long-term borrowings include $93.1 million in fixed-rate term notes: $88 million that mature in 2018, $3.2 million that mature in 2019, and $1.9 million that mature in 2023.

Identifiable intangible assets consist of core deposit intangibles totaling $3.9 million that will be amortized using sum of years’ digits over the asset’s life of eight years. Goodwill totaling $95.6 million represents the excess of the consideration paid over the fair value of the net assets acquired and is expected to be deductible for federal income tax purposes. There were no other changes to goodwill during the reporting period.

The operating results of the Company for the three months ended March 31, 2017 include the results from the operations acquired in the FNBC transaction since March 10, 2017. FNBC’s operations contributed approximately $5.1 million in revenue, net of interest expense, and an estimated $2.9 million in net income for the period from the acquisition date, excluding the impact of merger related expense noted below.

Merger-related charges of $6.5 million associated with the FNBC acquisition are included in noninterest expense for 2017. These expenses were primarily for professional fees, totaling $4.6 million, and $1.5 million in costs related to branch and office consolidations, in addition to marketing and promotion expenses, and retention and severance costs. The Company expects to incur additional merger-related expense in the second quarter of 2017 with branch consolidation and operations conversion.