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Acquisitions and Divestitures (Tables)
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
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 November 30, 2017:
 
 
Capital Bank Financial Corporation
 
 
Purchase Accounting/
 
 
As
 
Fair Value
 
 
 
 
Acquired
 
Adjustments
 
As recorded
(Dollars in thousands)
 
(unaudited)
 
(unaudited)
 
by FHN
Assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
205,999

 
$

 
$
205,999

Trading securities
 
4,758

 
(4,758
)
(a)

Loans held-for-sale
 

 
134,003

 
134,003

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
)
 
7,275,677

Allowance for loan losses
 
(45,711
)
 
45,711

 

CBF Goodwill
 
231,292

 
(231,292
)
 

Other intangible assets
 
24,498

 
119,302

 
143,800

Premises and equipment
 
196,298

 
37,054

 
233,352

OREO
 
43,077

 
(9,149
)
 
33,928

Other assets
 
617,232

 
41,320

(b)
658,552

Total assets acquired
 
$
10,068,908

 
$
(190,204
)
 
$
9,878,704

 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Deposits
 
$
8,141,593

 
$
(849
)
 
$
8,140,744

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

 
64,286

Total liabilities assumed
 
8,738,129

 
71,125

 
8,809,254

Net assets acquired
 
$
1,330,779

 
$
(261,329
)
 
1,069,450

Consideration paid:
 
 
 
 
 
 
Equity
 
 
 
 
 
(1,792,759
)
Cash
 
 
 
 
 
(423,592
)
Total consideration paid
 
 
 
 
 
(2,216,351
)
Goodwill
 
 
 
 
 
$
1,146,901


(a) Amount represents a conformity adjustment to align with FHN presentation.
(b) Amount primarily relates to a net deferred tax asset recorded for the effects of the purchase accounting adjustments.
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 October 2, 2015:
 
 
TrustAtlantic Financial Corporation
 
 
Purchase Accounting/
 
 
As
 
Fair Value
 
 
 
 
Acquired
 
Adjustments
 
As recorded
(Dollars in thousands)
 
(unaudited)
 
(unaudited)
 
by FHN
Assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
18,801

 
$

 
$
18,801

Securities available-for-sale
 
73,822

 
(10
)
 
73,812

Loans, net of unearned income
 
298,050

 
(16,106
)
 
281,944

Allowance for loan losses
 
(4,639
)
 
4,639

 

Core deposit intangible
 
84

 
1,866

 
1,950

TAF Goodwill
 
3,721

 
(3,721
)
 

Premises and equipment, net
 
2,353

 
1,214

 
3,567

OREO
 
1,018

 
(95
)
 
923

Deferred tax asset
 
2,940

 
4,262

 
7,202

Other assets
 
10,638

 
1,135

 
11,773

Total assets acquired
 
$
406,788

 
$
(6,816
)
 
$
399,972

 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Deposits
 
$
342,788

 
$
1,300

 
$
344,088

Other liabilities
 
3,173

 
1,407

 
4,580

Total liabilities assumed
 
345,961

 
2,707

 
348,668

Net assets acquired
 
$
60,827

 
$
(9,523
)
 
51,304

Consideration paid:
 
 
 
 
 
 
Equity consideration
 
 
 
 
 
(72,791
)
Cash
 
 
 
 
 
(23,888
)
Total consideration paid
 
 
 
 
 
(96,679
)
Goodwill
 
 
 
 
 
$
45,375

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

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.
Schedule of merger and integration expense
Total CBF merger and integration expenses recognized in 2017 are presented in the table below:
(Dollars in thousands)
 
Professional fees (a)
$
28,151

Employee compensation, incentives and benefits (b)
17,077

Contract employment and outsourcing (c)
1,270

Miscellaneous expense (d)
1,291

All other expense (e)
8,959

Total
$
56,748

(a) Primarily comprised of fees for investment bankers, legal, accounting, and merger consultants.
(b) Primarily comprised of fees for change in control, severance, and retention.
(c) Primarily relates to fees for temporary assistance for merger and integration activities.
(d) Consists of fees for operations services, travel and entertainment, communications and courier, advertising and public relations, computer software, equipment rentals, deprecation, and maintenance, supplies, and occupancy.
(e) Primarily relates to asset impairments related to the integration and other miscellaneous expenses.