Acquisition

Business Combination

On January 13, 2015 Webster Bank completed its acquisition of the health savings account business of JPMorgan Chase Bank, N.A. As a result of the acquisition, the Company became the leading administrator of health savings accounts on a nationwide basis. The acquisition significantly augments a source of stable, low cost, long duration deposits.

The acquisition-date fair value of the consideration transferred consisted of the following:



(In thousands)	At January 13, 2015
Cash	$	50,485
Contingent consideration ⁽¹⁾	(5,000		)
Total net consideration transferred	$	45,485

(1) The contingent consideration entitles the Company to receive a rebate of the premium paid for account attrition that occurs during the eighteen-month period beginning on January 13, 2015, the closing date of the transaction.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:



(In thousands)	At January 13, 2015
Cash	$	1,446,898
Intangible assets	43,000
Total identifiable assets acquired	$	1,489,898

Deposits	$	1,446,899
Contingent liability ⁽¹⁾	6,000
Total liabilities assumed	$	1,452,899

Net identifiable assets acquired	$	36,999
Goodwill	8,486
Net assets acquired	$	45,485

(1) The contingent liability represents an obligation that existed at the acquisition date. Accordingly, Webster assumed the contingent liability as part of the transaction and has accounted for it at fair value.

The fair value of the acquired identifiable intangible assets includes a core deposit intangible and customer relationships. Refer to Note 7: Goodwill and Other Intangible Assets for additional information relating to the initial amounts of goodwill and other intangible assets recognized.

Refer to Note 16: Fair Value Measurements for additional information on the valuation assumptions related to the contingent consideration and contingent liability recorded.

Asset Purchase

In December 2015, the Company negotiated an agreement with Citigroup Inc. to assume 17 banking center leases located in the greater Boston market and to purchase the related leasehold improvements. At December 31, 2015, the Company had finalized, with the lessors, the terms of 16 of the 17 leases. The transaction which closed in 2016, did not include the purchase of loans or deposits, significantly increases Webster Bank's Community Banking presence in the Boston market. There was no impact to the Company's financial statements in 2015; however, refer to Note 20: Commitments and Contingencies for information regarding the impact relating to future minimum rental payments.