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Acquisitions and Divestitures | 9 Months Ended
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Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract] |
Acquisitions and Divestitures | Acquisitions and Divestitures On July 1, 2020, FHN and IBERIABANK Corporation closed their merger-of-equals transaction. FHN issued approximately 243 million shares of FHN common stock, plus three new series of preferred stock (Series B, Series C, and Series D) in a transaction valued at $2.5 billion. At the time of closing, IBKC operated 319 offices in 12 states, mostly in the southern U.S. The merger-of-equals transaction was accounted for as a business combination. Accordingly, the assets acquired and liabilities assumed are generally presented at their fair values as of the merger date. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. The following schedule details the allocation of merger consideration to the valuations of the identifiable tangible and intangible assets acquired and liabilities assumed from IBKC as of July 1, 2020.
(Dollars in millions) |  |  |  |  |  | IBERIABANK Corporation
Assets: |  |  |  |  |  |
Cash and due from banks |  |  |  |  |  | $ | 395 |
Interest-bearing deposits with banks |  |  |  |  |  | 1,683 |
Securities available for sale at fair value |  |  |  |  |  | 3,544 |
Loans held for sale |  |  |  |  |  | 320 |
Loans and leases (a) |  |  |  |  |  | 25,921 |
Allowance for loan and lease losses |  |  |  |  |  | (284) |
Other intangible assets |  |  |  |  |  | 240 |
Premises and equipment |  |  |  |  |  | 311 |
OREO |  |  |  |  |  | 9 |
Other assets |  |  |  |  |  | 1,153 |
Total assets acquired |  |  |  |  |  | $ | 33,292 |
Liabilities: |  |  |  |  |  |
Deposits |  |  |  |  |  | $ | 28,232 |
Short-term borrowings |  |  |  |  |  | 209 |
Term borrowings |  |  |  |  |  | 1,200 |
Other liabilities |  |  |  |  |  | 618 |
Total liabilities assumed |  |  |  |  |  | $ | 30,259 |
Net assets acquired |  |  |  |  |  | $ | 3,033 |
Consideration paid: |  |  |  |  |  |
Consideration for outstanding common stock |  |  |  |  |  | $ | 2,243 |
Consideration for equity awards |  |  |  |  |  | 28 |
Consideration for preferred stock |  |  |  |  |  | 231 |
Total consideration paid |  |  |  |  |  | $ | 2,502 |
Purchase accounting gain |  |  |  |  |  | $ | (531) |
(a) Includes $1.3 billion of initial net investments in sales-type and direct financing leases. In relation to the merger-of-equals transaction, FHN recorded a $531 million purchase accounting gain, representing the shortfall of the purchase price under the acquisition accounting value of net assets acquired, net of deferred taxes. The purchase accounting gain is not taxable. The valuation of the IBKC merger-of-equals transaction was final as of June 30, 2021. See Note 2, Acquisitions and Divestitures, in the 2020 Annual Report on Form 10-K for the year ended December 31, 2020, for a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed presented above. On July 17, 2020, First Horizon Bank completed its purchase of 30 branches from Truist Bank. As of December 31, 2020, the valuation of the acquired assets and liabilities assumed from the Truist branches acquisition was final. In relation to the acquisition, FHN recorded $78 million in goodwill, representing the excess of acquisition consideration over the estimated fair value of net assets acquired. All goodwill has been attributed to FHN's Regional Banking segment (refer to Note 7 - Goodwill and Other Intangible Assets for additional information). This goodwill was the result of expected synergies, operational efficiencies and other factors. Expenses related to FHN's merger and integration activities are recorded in FHN's Corporate segment. Total merger and integration expense recognized for the three and nine months ended September 30, 2021 and 2020 are presented in the following table:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
(Dollars in millions) |  | 2021 |  | 2020 |  | 2021 |  | 2020
Personnel expense (a) |  | $ | 10 |  |  | $ | 35 |  |  | $ | 47 |  |  | $ | 41 |
Legal and professional fees (b) |  | 9 |  |  | 31 |  |  | 15 |  |  | 38 |
Contribution expense (c) |  | — |  |  | 20 |  |  | — |  |  | 20 |
Other expense (d) |  | 27 |  |  | 15 |  |  | 85 |  |  | 22 |
Total |  | $ | 46 |  |  | $ | 101 |  |  | $ | 147 |  |  | $ | 121 |
Certain previously reported amounts have been reclassified to agree with current presentation. (a) Primarily comprised of fees for severance and retention. (b) Primarily comprised of fees for legal, accounting, and merger consultants. (c) Comprised of contribution expense related to the establishment of the First Horizon Louisiana Foundation. (d) Consists of fees for operations services, communications and delivery, equipment rentals, depreciation and maintenance, supplies, travel and entertainment, computer software, advertising and public relations, contract termination charges, internal technology development costs, costs of shareholder matters and asset impairments. In addition to the transactions mentioned above, FHN acquires or divests assets from time to time in transactions that are considered business combinations or divestitures but are not material to FHN individually or in the aggregate.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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