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Acquisitions and Divestitures (Tables) | 12 Months Ended
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Dec. 31, 2019
Business Combinations [Abstract] |
Schedule of merger and integration expense | Total CBF merger and integration expense recognized for the years ended December 31, 2019, 2018, and 2017 are presented in the table below:
|  | Years Ended December 31,
(Dollars in thousands) |  | 2019 |  | 2018 |  | 2017
Professional fees (a) |  | $ | 11,221 |  |  | $ | 22,337 |  |  | $ | 28,151 |
Employee compensation, incentives and benefits (b) |  | 1,189 |  |  | 9,613 |  |  | 17,077 |
Contract employment and outsourcing (c) |  | 240 |  |  | 3,681 |  |  | 1,270 |
Occupancy (d) |  | 1,453 |  |  | 5,236 |  |  | 15 |
Miscellaneous expense (e) |  | 2,072 |  |  | 7,652 |  |  | 1,291 |
All other expense (f) |  | 6,695 |  |  | 43,874 |  |  | 8,944 |
Total |  | $ | 22,870 |  |  | $ | 92,393 |  |  | $ | 56,748 |
(a) Primarily comprised of fees for legal, accounting, investment bankers, 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 fees associated with lease exit accruals. (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, costs of shareholder matters and asset impairments related to the integration, as well as other miscellaneous expenses. Total merger expenses for the IBKC merger recognized during 2019 were as follows:
|  | Year Ended December 31,
(Dollars in thousands) |  | 2019
Professional fees (a) |  | $ | 8,228 |
Employee compensation, incentives and benefits (b) |  | 3,079 |
Miscellaneous expense (c) |  | 64 |
Total IBKC merger expense |  | $ | 11,371 |
(a) Primarily comprised of fees for legal, accounting, investment bankers, and merger consultants. (b) Primarily comprised of fees for severance and retention. (c) Primarily comprised of fees for travel and entertainment.
Schedule of recognized assets acquired and liabilities assumed | The following schedule details acquired assets and liabilities and consideration paid, as well as adjustments to record the assets and liabilities at their estimated fair values as of April 3, 2017:
|  | Coastal Securities, Inc
|  | Purchase Accounting/
|  | As |  | Fair Value |  |
|  | Acquired |  | Adjustments |  | As recorded
(Dollars in thousands) |  | (unaudited) |  | (unaudited) |  | by FHN
Assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 7,502 |  |  | $ | — |  |  | $ | 7,502 |
Interest-bearing cash |  | 4,132 |  |  | — |  |  | 4,132 |
Trading securities |  | 423,662 |  |  | (284,580 | ) |  | 139,082 |
Loans held-for-sale |  | — |  |  | 236,088 |  |  | 236,088 |
Investment securities |  | — |  |  | 1,413 |  |  | 1,413 |
Other intangible assets, net |  | — |  |  | 27,300 |  |  | 27,300 |
Premises and equipment, net |  | 1,229 |  |  | — |  |  | 1,229 |
Other assets |  | 1,658 |  |  | 14 |  |  | 1,672 |
Total assets acquired |  | $ | 438,183 |  |  | $ | (19,765 | ) |  | $ | 418,418 |
Liabilities: |  |  |  |  |  |
Securities sold under agreements to repurchase |  | $ | 201,595 |  |  | $ | — |  |  | $ | 201,595 |
Other short-term borrowings |  | 33,509 |  |  | — |  |  | 33,509 |
Fixed income payables |  | 143,647 |  |  | (47,158 | ) |  | 96,489 |
Other liabilities |  | 958 |  |  | (642 | ) |  | 316 |
Total liabilities assumed |  | 379,709 |  |  | (47,800 | ) |  | 331,909 |
Net assets acquired |  | $ | 58,474 |  |  | $ | 28,035 |  |  | 86,509 |
Consideration paid: |  |  |  |  |  |
Cash |  |  |  |  |  | (131,473 | )
Goodwill |  |  |  |  |  | $ | 44,964 |
The following schedule details acquired assets and liabilities and consideration paid, as well as adjustments to record the assets and liabilities at their estimated fair values as of November 30, 2017. These fair value measurements are based on third party and internal valuations.
|  | Capital Bank Financial Corporation
|  | As |  | Purchase Accounting/Fair |  |
|  | Acquired |  | Value Adjustments (unaudited) |  | As recorded
(Dollars in thousands) |  | (unaudited) |  | 2017 |  | 2018 (a) |  | by FHN
Assets: |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 205,999 |  |  | $ | — |  |  | $ | — |  |  | $ | 205,999 |
Trading securities |  | 4,758 |  |  | (4,758 | ) | (b) | — |  |  | — |
Loans held-for-sale |  | — |  |  | 134,003 |  |  | (11,034 | ) |  | 122,969 |
Securities available-for-sale |  | 1,017,867 |  |  | 175,526 |  |  | — |  |  | 1,193,393 |
Securities held-to-maturity |  | 177,549 |  |  | (177,549 | ) |  | — |  |  | — |
Loans |  | 7,596,049 |  |  | (320,372 | ) |  | 867 |  |  | 7,276,544 |
Allowance for loan losses |  | (45,711 | ) |  | 45,711 |  |  | — |  |  | — |
CBF Goodwill |  | 231,292 |  |  | (231,292 | ) |  | — |  |  | — |
Other intangible assets |  | 24,498 |  |  | 119,302 |  |  | (2,593 | ) |  | 141,207 |
Premises and equipment |  | 196,298 |  |  | 37,054 |  |  | (9,470 | ) |  | 223,882 |
OREO |  | 43,077 |  |  | (9,149 | ) |  | (315 | ) |  | 33,613 |
Other assets |  | 617,232 |  |  | 41,320 |  | (c) | (22,422 | ) | (c) | 636,130 |
Total assets acquired |  | $ | 10,068,908 |  |  | $ | (190,204 | ) |  | $ | (44,967 | ) |  | $ | 9,833,737 |
Liabilities: |  |  |  |  |  |  |  |
Deposits |  | $ | 8,141,593 |  |  | $ | (849 | ) |  | $ | (642 | ) |  | $ | 8,140,102 |
Securities sold under agreements to repurchase |  | 26,664 |  |  | — |  |  | — |  |  | 26,664 |
Other short-term borrowings |  | 390,391 |  |  | — |  |  | — |  |  | 390,391 |
Term borrowings |  | 119,486 |  |  | 67,683 |  |  | — |  |  | 187,169 |
Other liabilities |  | 59,995 |  |  | 4,291 |  |  | 1,631 |  |  | 65,917 |
Total liabilities assumed |  | 8,738,129 |  |  | 71,125 |  |  | 989 |  |  | 8,810,243 |
Net assets acquired |  | $ | 1,330,779 |  |  | $ | (261,329 | ) |  | $ | (45,956 | ) |  | 1,023,494 |
Consideration paid: |  |  |  |  |  |  |  |
Equity |  |  |  |  |  |  |  | (1,746,718 | )
Cash |  |  |  |  |  |  |  | (469,615 | )
Total consideration paid |  |  |  |  |  |  |  | (2,216,333 | )
Goodwill |  |  |  |  |  |  |  | $ | 1,192,839 |
(a) | Amounts reflect adjustments made to provisional fair value estimates during the measurement period ending November 30, 2018. These adjustments were recorded in FHN's Consolidated Statement of Condition in 2018 with a corresponding adjustment to goodwill.
(b) | Amount represents a conformity adjustment to align with FHN presentation.
(c) Amount primarily relates to a net deferred tax asset recorded for the effects of the purchase accounting adjustments and adjustments for acquired tax contingencies.
Schedule of business acquisition pro forma information | The following table presents financial information regarding the former CBF operations included in FHN's Consolidated Statements of Income from the date of acquisition (November 30, 2017) through December 31, 2017. Additionally, the table presents unaudited proforma information as if the acquisition of CBF had occurred on January 1, 2016:
| Actual from acquisition date through |  | Unaudited Pro Forma for
|  | Year Ended December 31
(Dollars in thousands) | December 31, 2017 |  | 2017 |  | 2016
Net interest income | $ | 31,253 |  |  | $ | 1,165,006 |  |  | $ | 1,033,218 |
Noninterest income | 6,192 |  |  | 563,581 |  |  | 638,493 |
Pre-tax income | 16,534 |  |  | 476,911 |  |  | 458,667 |
Net income available to common shareholders (a) | NM |  |  | 274,416 |  |  | 293,981 |
(a) Net income available to common shareholders is not meaningful for actual CBF results from the acquisition date through December 31, 2017 because of the effect of tax reform.

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=116869197&loc=d3e4845-128472 + Details
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