Note 2. Acquisitions

On March 10, 2017, the Company, through its banking subsidiary, Whitney Bank, acquired certain assets and assumed certain liabilities, including nine branches, from First NBC Bank (“FNBC”), referred to as the FNBC I transaction. 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.

On April 28, 2017, the Louisiana Office of Financial Institutions (“OFI”) closed FNBC and appointed the FDIC as receiver. Whitney entered into a purchase and assumption agreement with the FDIC, referred to as the FNBC II transaction. Pursuant to the agreement, Whitney acquired selected assets and assumed select liabilities of the former FNBC, including substantially all of the transaction and savings deposits, and continued to operate its 29 branch locations. Whitney had the option to purchase (or assume the leases for) the branch and non-branch locations, including furniture, fixtures, and equipment, subsequent to the date of the transaction. This option was exercised for seven branch locations. Whitney paid a premium of $35 million to the FDIC for the earnings stream acquired and received approximately $800 million in cash ($642 million from the FDIC for the net liabilities assumed and $158 million in branch cash acquired).

The FNBC I and FNBC II transactions were accounted for as business combinations and therefore, assets acquired and liabilities assumed were recorded at estimated fair values on the acquisition dates. The following table sets forth the acquisition date fair value of the assets acquired and liabilities assumed, the consideration paid or received, and the resulting goodwill recorded in each of the FNBC I and FNBC II transactions, and in the aggregate.



		FNBC I		FNBC II
(in thousands)		March 10, 2017		April 28, 2017		Total
ASSETS
Cash and due from banks	$	2,856	$	157,932	$	160,788
Interest-bearing time deposits with other banks		—		382,622		382,622
Fed funds sold and other short-term investments		—		148		148
Securities		—		213,877		213,877
Total loans		1,203,092		165,577		1,368,669
Property and equipment		11,946		8,988		20,934
Accrued interest receivable		3,143		885		4,028
Identifiable intangible assets		3,900		21,400		25,300
Deferred tax asset		856		1,364		2,220
Other assets		63		4,150		4,213
Total identifiable assets		1,225,856		956,943		2,182,799

LIABILITIES
Deposits		398,171		1,530,338		1,928,509
Short-term borrowings		510,749		85,886		596,635
Long-term debt		93,120		—		93,120
Other liabilities		1,607		3,079		4,686
Total liabilities		1,003,647		1,619,303		2,622,950
Net identifiable assets acquired (liabilities assumed)		222,209		(662,360)		(440,151)
Consideration (Paid) Received		(325,756)		641,577		315,821
Goodwill	$	103,547	$	20,783	$	124,330

The loans acquired were recorded at estimated fair value at the acquisition dates with no carryover of the related allowance for loan losses. Substantially all of the loans acquired were considered to be performing (“purchased credit performing”) based on such factors as past due status and nonaccrual status, and were accounted for under Accounting Standards Codification (“ASC”) 310-20. The unpaid principal balance of the performing loans acquired totaled $1.4 billion, of which $31.7 million is not expected to be collected. The difference at the acquisition dates between the fair value and the contractual amounts due (the “fair value discount”) of $41.0 million will be accreted into income over the estimated lives of the loan pools established in the valuation. Loans with an unpaid principal balance of $39.9 million and a fair value of $15.0 million were considered to be purchased credit impaired and were accounted for under ASC 310-30 using the cost recovery method; as such, the related fair value discount of $24.9 million will not be accreted into income.

The Company assumed approximately $690 million of borrowings in the transactions, consisting of short-term and long-term Federal Home Loan Bank (“FHLB”) borrowings and securities sold under repurchase agreements. The short-term FHLB borrowings consisted of $460 million in variable rate term notes and $51 million in fixed rate term notes. The long-term FHLB borrowings included $93.1 million in fixed rate term notes. Identifiable intangible assets consist of core deposit intangibles totaling $25.3 million that are being amortized using sum of years’ digits over the asset’s life of eight years for the FNBC I transaction and eleven years for the FNBC II transaction. Goodwill totaling $124.3 million represents the excess of the consideration paid over the fair value of the net assets acquired, or the excess of the fair value of the net liabilities assumed over the consideration received. It is comprised of estimated future economic benefits arising from these transactions that cannot be individually identified or do not qualify for separate recognition. These benefits include increased market share in the Greater New Orleans and Florida Panhandle market areas, expected earnings streams, and operational efficiencies that the Company believes will result from these business combinations. The tax basis of the goodwill generated from these transactions is expected to be deductible for federal income tax purposes.

The following table illustrates the change in the Company’s goodwill for the year ended December 31, 2017:



(in thousands)
Goodwill balance at December 31, 2016	$	621,193
Additions and adjustments:
Initial goodwill recorded in FNBC I transaction		95,568
Measurement period adjustments - FNBC I transaction		7,979
Initial goodwill recorded in FNBC II transaction		23,009
Measurement period adjustments - FNBC II transaction		(2,226)
Goodwill balance at December 31, 2017	$	745,523

The operating results of the Company for the year ended December 31, 2017 include the results from the operations acquired in the FNBC transactions since the respective acquisition dates. Estimating reliable historical financial information is impracticable as only selected components of the businesses, as historically operated, were acquired. A number of post-acquisition events, including the consolidation of certain branch locations and the integration of operations, cash and investments acquired make quantifying discrete earnings contributions of the businesses acquired impracticable. As such, neither supplemental pro forma financial information of the combined entity, nor revenue and earnings contributed by the businesses acquired since the dates of acquisition are presented.

The Company incurred merger-related costs in connection with the FNBC I and FNBC II transactions. The following table reflects the merger-related costs for the year ended December 31, 2017 for both the FNBC I and FNBC II transactions combined. The Company does not expect to incur additional merger-related costs related to the FNBC transactions in any subsequent period.



(in thousands)
Personnel expense	$	3,662
Net occupancy and equipment expense		777
Professional services expense		9,681
Data processing expense		974
Other real estate		(1,511)
Advertising expense		1,389
Other expense		4,398
Total merger-related expenses	$	19,370

Pending Business Combination

In December 2017, the Company announced that it had entered into an agreement to acquire the bank-managed high net worth individual and institutional investment management and trust business from Capital One, National Association (“Capital One”). The transaction is expected to close in the second quarter of 2018, pending regulatory approval and the satisfaction of customary and other closing conditions.