On September 21, 2019, the Company completed the acquisition of all of the outstanding common stock of MidSouth Bancorp, Inc. (“MidSouth”) (NYSE: MSL), parent company of MidSouth Bank, N.A. The acquisition provides the Company opportunity for both enhanced growth in several of its current markets, such as MidSouth’s home market of Lafayette, Louisiana, as well as opportunities for expansion into new markets in Louisiana and Texas. The transaction was accounted for as a business combination whereby the Company acquired net assets with an estimated fair value of $130.5 million and recorded goodwill of $63.4 million. In consideration for the net assets acquired, the Company issued approximately 5.0 million shares of common stock, resulting in a transaction value of $193.8 million.

Due to the close proximity to the acquisition date, certain acquisition-date fair value measurements have not been finalized and are subject to change. As the Company obtains the information related to facts and circumstances that existed as of the acquisition date, provisional measurements will be finalized, and any adjustments, if necessary, will be included in the allocation in the reporting period in which the final amounts are determined, not to exceed one year from the acquisition date. The following table sets forth the preliminary acquisition date fair value of the assets acquired and liabilities assumed, and the resulting goodwill. The goodwill is not deductible for federal income tax purposes.

(in thousands)
ASSETS
Cash and due from banks	$	28,059
Interest bearing bank deposits		276,911
Federal funds sold		3,475
Securities available for sale		272,240
Loans		787,628
Property and equipment		34,288
Other real estate		343
Identifiable intangible assets		31,500
Other assets		79,888
Total identifiable assets		1,514,332
LIABILITIES
Deposit liabilities		1,280,947
Short term borrowings		66,996
Long term debt		13,919
Other liabilities		21,990
Total liabilities		1,383,852
Net assets acquired		130,480
Value of stock-based consideration		193,849
Goodwill	$	63,369

The loans acquired were recorded at an estimated fair value at the acquisition date using a loss adjusted cash flow method, with no carryover of the related allowance for loan losses. Acquired loans are classified as either purchased credit performing or purchased credit impaired based on such factors as past due status, nonaccrual status and internal risk rating. Loans considered to be purchased credit performing were accounted for under Accounting Standards Codification (“ASC”) 310-20. The purchased credit performing loans had a book balance of $686.0 million, of which $18.8 million is not expected to be collected, and an estimated fair value of $667.1 million. Loans considered to be purchased credit impaired were accounted for under ASC 310-30 using the expected cash flow method. The purchased credit impaired loans had a book balance of $143.9 million and an estimated fair value of $120.5 million.

The securities available for sale portfolio consisted primarily of collateralized mortgage obligations and mortgaged backed securities. Substantially all of the portfolio acquired was sold prior to December 31, 2019.

The core deposit intangible asset of $31.5 million represents the value of the relationships with deposit customers based on the favorable source of funds method. The core deposit intangible will be amortized using sum of years’ digits over the asset’s estimated life of 15 years.

Short-term borrowings consisted of customer repurchase agreements of $39.5 million and two FHLB advances totaling $27.5 million. The FHLB advances had 30 day maturities with fixed interest rates of 2.16%.

Long-term debt consisted of three trust preferred debentures with maturities through 2037; however, each was callable and were eligible for redemption at the Company’s election. The Company redeemed each debenture in full prior to December 31, 2019.

The operating results of the Company for the year ended December 31, 2019 includes the results from the operations of the acquired business from the date of acquisition. The results of the acquired business are not material to the Company’s consolidated results of operations and, as such, neither supplemental pro forma information of the combined entity nor revenue and earnings contributed by the acquired business since the date of acquisition are presented.

During the year ended December 31, 2019, the Company incurred acquisition related costs of approximately $32.7 million. The following table presents the acquisition related costs by component:

(in thousands)
Personnel expense	$	7,506
Net occupancy and equipment expense		1,464
Professional services expense		7,075
Data processing expense		1,092
Other real estate		130
Advertising expense		2,581
Other expense		12,818
Total merger-related expenses	$	32,666

Personnel expense includes severance and change in control costs. Professional services expense includes legal and consulting costs, including costs associated with systems conversion. Other expense includes contract and lease termination fees and other transaction-related costs.

On July 13, 2018, the Company acquired the bank-managed high net worth individual and institutional investment management and trust business of Capital One, National Association (“Capital One”). The transaction added assets under management of $4 billion and assets under management and administration of $10.4 billion to the Company’s existing trust and asset management business. In addition, the Company assumed approximately $217 million of customer deposit liabilities. The following table sets forth the acquisition date fair value of the assets acquired and the liabilities assumed, the consideration received, and the resulting goodwill. The goodwill is deductible for federal income tax purposes.


(in thousands)
ASSETS
Accounts receivable	$	2,803
Identifiable intangible assets		27,562
Total identifiable assets		30,365

LIABILITIES
Deposit liabilities		217,432
Other liabilities		151
Total liabilities		217,583
Net liabilities assumed		(187,218	)
Consideration received		140,657
Goodwill	$	46,561

Identifiable intangible assets include customer relationships that are being amortized using an accelerated method based on forecasted cash flows over a useful life of approximately 17 years.

The operating results of the Company for the years ended December 31, 2019 and 2018 includes the results from the operations of the acquired trust and asset management business from the date of acquisition. The results are not material to the Company’s results of operations and, as such, supplemental proforma financial information for the years ended December 31, 2019 and 2018 is not presented. During year ended December 31, 2018, the Company incurred acquisition related costs of approximately $6.2 million.

Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired or the excess of the fair value of net liabilities assumed over the consideration received. It is comprised of estimated future economic benefits arising from the transaction that cannot be individually identified or do not qualify for separate recognition. These benefits include expanded presence in existing markets and entry into new markets, and expected earnings streams and operational efficiencies that the Company believes will result from these business combinations.

The following table illustrates the change in the Company’s goodwill for the years ended December 31, 2019 and 2018:

(in thousands)
Goodwill balance at December 31, 2017	$	745,523
Additions and adjustments:
Initial goodwill recorded in acquisition of trust and asset management business		45,634
Measurement period adjustments - acquisition of trust and asset management business		(185	)
Goodwill balance at December 31, 2018	$	790,972
Additions and adjustments:
Final settlement of cash consideration - acquisition of trust and asset management business	$	1,112
Initial goodwill recorded in acquisition of MidSouth Bancorp, Inc.		69,207
Measurement period adjustments - acquisition of MidSouth Bancorp, Inc.		(5,838	)
Goodwill balance at December 31, 2019	$	855,453

On March 9, 2018, the Company sold its consumer finance subsidiary, Harrison Finance Company. The Company received cash of approximately $78.9 million and recorded a loss on the sale of $1.1 million.