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Acquisitions and Divestitures (Tables) | 9 Months Ended
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Sep. 30, 2020
Business Combinations [Abstract] |
Schedule of Business Acquisitions, by Acquisition | The following schedule details a preliminary allocation of merger consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from IBKC as of July 1, 2020.
(Dollars in thousands) |  |  |  |  |  | IBERIABANK Corporation
Assets: |  |  |  |  |  |
Cash and due from banks |  |  |  |  |  | $ | 129,553 |
Interest-bearing deposits with banks |  |  |  |  |  | 1,947,933 |
Securities available for sale at fair value |  |  |  |  |  | 3,544,364 |
Loans held for sale |  |  |  |  |  | 319,743 |
Loans and leases (a) |  |  |  |  |  | 25,917,828 |
Allowance for loan and lease losses |  |  |  |  |  | (284,457) |
Other intangible assets |  |  |  |  |  | 237,763 |
Premises and equipment |  |  |  |  |  | 310,617 |
Other real estate owned ("OREO") |  |  |  |  |  | 8,593 |
Other assets |  |  |  |  |  | 1,126,786 |
Total assets acquired |  |  |  |  |  | $ | 33,258,723 |
Liabilities: |  |  |  |  |  |
Deposits |  |  |  |  |  | 28,231,609 |
Short-term borrowings |  |  |  |  |  | 208,733 |
Term borrowings |  |  |  |  |  | 1,199,533 |
Other liabilities |  |  |  |  |  | 585,143 |
Total liabilities assumed |  |  |  |  |  | $ | 30,225,018 |
Net assets acquired |  |  |  |  |  | $ | 3,033,705 |
Consideration paid: |  |  |  |  |  |
Consideration for outstanding common stock |  |  |  |  |  | 2,242,611 |
Consideration for equity awards |  |  |  |  |  | 28,291 |
Consideration for preferred stock |  |  |  |  |  | 230,641 |
Cash in lieu of fractional shares |  |  |  |  |  | 12 |
Total consideration paid |  |  |  |  |  | $ | 2,501,555 |
Preliminary purchase accounting gain |  |  |  |  |  | $ | (532,150) |
(a) Includes $1.3 billion of initial net investments in sales-type and direct financing leases. The following schedule details a preliminary allocation of merger consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from Truist Bank as of July 17, 2020.
(Dollars in thousands) |  |  |  |  |  | Truist Bank
Assets: |  |  |  |  |  |
Cash and due from banks |  |  |  |  |  | $ | 2,201,685 |
Loans and leases |  |  |  |  |  | 423,397 |
Allowance for loan and lease losses |  |  |  |  |  | (2,355) |
Other intangible assets |  |  |  |  |  | 7,000 |
Premises and equipment |  |  |  |  |  | 10,965 |
Other assets |  |  |  |  |  | 27,700 |
Total assets acquired |  |  |  |  |  | $ | 2,668,392 |
Liabilities: |  |  |  |  |  |
Deposits |  |  |  |  |  | 2,194,870 |
Other liabilities |  |  |  |  |  | 29,733 |
Total liabilities assumed |  |  |  |  |  | $ | 2,224,603 |
Net assets acquired |  |  |  |  |  | $ | 443,789 |
Consideration paid: |  |  |  |  |  |
Cash |  |  |  |  |  | 521,433 |
Total consideration paid |  |  |  |  |  | $ | 521,433 |
Preliminary goodwill |  |  |  |  |  | $ | 77,644 |
Business Acquisition, Pro Forma Information | The following table presents unaudited pro forma information as if the transaction occurred on January 1, 2019. The pro forma information does not necessarily reflect the results of operations that would have occurred had the two companies combined on January 1, 2019. Furthermore, cost savings and other business synergies related to the transaction are not reflected in the pro forma amounts.
|  | Actual from acquistion date through September 30, 2020 |  | Unaudited Pro Forma Information for the
(Dollars in thousands) |  |  | Three Months Ended September 30, 2020 |  | Three Months Ended September 30, 2019 (a) |  | Nine Months Ended September 30, 2020 |  | Nine Months Ended September 30, 2019 (a)
Net interest income |  | $ | 222,912 |  |  | $ | 550,636 |  |  | $ | 566,174 |  |  | $ | 1,691,623 |  |  | $ | 1,711,502 |
Noninterest income |  | 89,510 |  |  | 290,773 |  |  | 235,409 |  |  | 783,132 |  |  | 645,781 |
Net income (loss) |  | (41,750) |  |  | 71,162 |  |  | 218,572 |  |  | 359,214 |  |  | 654,884 |
(a) Three and nine months ended September 30, 2019 does not include the impact of CECL which was adopted January 1, 2020.
Merger And Integration Expense | Total merger and integration expenses for the IBKC merger recognized for the three and nine months ended September 30, 2020 are presented in the table below:
(Dollars in thousands) |  | Three Months Ended September 30, 2020 |  | Nine Months Ended September 30, 2020
Legal and professional fees (a) |  | $ | 29,984 |  |  | $ | 34,394 |
Personnel expense (b) |  | 34,846 |  |  | 40,240 |
Contribution expense (c) |  | 20,000 |  |  | 20,000 |
Miscellaneous expense (d) |  | 11,138 |  |  | 12,395 |
Total IBKC acquisition expense |  | $ | 95,968 |  |  | $ | 107,029 |
(a) Primarily comprised of fees for legal, accounting, and merger consultants. (b) Primarily comprised of fees for severance and retention. (c) Comprised of contribution expense related to the establishment of the First Horizon Louisiana Foundation. (d) Primarily comprised of fees for travel and entertainment, contract employment, contributions and other miscellaneous expenses. Total other merger and integration expense recognized for the three and nine months ended September 30, 2020 and 2019 are presented in the table below:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
(Dollars in thousands) |  | 2020 |  | 2019 |  | 2020 |  | 2019
Legal and professional fees (a) |  | $ | 1,196 |  |  | $ | 3,507 |  |  | $ | 3,322 |  |  | $ | 9,852 |
Personnel expense (b) |  | 303 |  |  | 1,473 |  |  | 786 |  |  | 4,462 |
Contract employment and outsourcing (c) |  | 203 |  |  | 223 |  |  | 929 |  |  | 240 |
Net occupancy expense (d) |  | 449 |  |  | (76) |  |  | 342 |  |  | 1,547 |
Miscellaneous expense (e) |  | 951 |  |  | 1,022 |  |  | 2,276 |  |  | 2,170 |
All other expense (f) |  | 1,723 |  |  | 2,840 |  |  | 6,207 |  |  | 5,025 |
Total |  | $ | 4,825 |  |  | $ | 8,989 |  |  | $ | 13,862 |  |  | $ | 23,296 |
Certain previously reported amounts have been reclassified to agree with current presentation. (a) Primarily comprised of fees for legal, accounting, 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 expenses associated with lease exits. (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, internal technology development costs, costs of shareholder matters and asset impairments, as well as other miscellaneous expenses.

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