Quarterly report pursuant to Section 13 or 15(d)

ACQUISITION OF FIRSTMERIT CORPORATION

v3.5.0.2
ACQUISITION OF FIRSTMERIT CORPORATION
 9 Months Ended
Sep. 30, 2016
Business Combinations [Abstract]  
ACQUISITION OF FIRSTMERIT CORPORATION
ACQUISITION OF FIRSTMERIT CORPORATION

On August 16, 2016, Huntington completed its acquisition of FirstMerit Corporation in a stock and cash transaction valued at approximately $3.7 billion. FirstMerit Corporation was a diversified financial services company headquartered in Akron, Ohio, with operations in Ohio, Michigan, Wisconsin, Illinois and Pennsylvania. Post merger, Huntington now operates across an eight-state Midwestern footprint. The merger resulted in a combined company with a larger market presence and more diversified loan portfolio, as well as a larger core deposit funding base and economies of scale associated with a larger financial institution.

Under the terms of the agreement, shareholders of FirstMerit Corporation received 1.72 shares of Huntington common stock, and $5.00 in cash, for each share of FirstMerit Corporation common stock. The aggregate purchase price was $3.7 billion, including $0.8 billion of cash, $2.8 billion of common stock, and $0.1 billion of preferred stock. Huntington issued 285 million shares of common stock that had a total fair value of $2.8 billion based on the closing market price of $9.68 per share on August 15, 2016.

The acquisition of FirstMerit constituted a business combination. The FirstMerit merger has been accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair value on the acquisition date. The determination of estimated fair values required management to make certain estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and may require adjustments, which can be updated for up to a year following the acquisition. As of September 30, 2016, Huntington continues to review information relating to events or circumstances existing at the acquisition date. Management anticipates that this review could result in adjustments to the acquisition date valuation amounts presented herein but does not anticipate that these adjustments would be material.

The following table reflects consideration paid for FirstMerit's net assets and the amounts of acquired identifiable assets and liabilities assumed as of the acquisition date:

 
 
FirstMerit
(dollar amounts in thousands)
 
UPB
 
Fair Value
Assets acquired:
 
 
 
 
Cash and due from banks
 
 
 
$
703,661

Interest-bearing deposits in banks
 
 
 
32,496

Loans held for sale
 
 
 
150,576

Available for sale and other securities
 
 
 
7,369,967

Loans and leases:
 
 
 
 
Commercial:
 
 
 
 
Commercial and industrial
 
$
7,410,503

 
7,252,692

Commercial real estate
 
1,898,875

 
1,844,150

Total commercial
 
9,309,378

 
9,096,842

Consumer:
 
 
 
 
Automobile
 
1,610,007

 
1,609,145

Home equity
 
1,579,832

 
1,537,791

Residential mortgage
 
1,098,588

 
1,092,050

RV and marine finance
 
1,823,312

 
1,816,575

Other consumer
 
324,350

 
323,512

Total consumer
 
6,436,089


6,379,073

Total loans and leases
 
$
15,745,467


15,475,915

Bank owned life insurance
 
 
 
633,612

Premises and equipment
 
 
 
228,635

Goodwill
 
 
 
1,332,317

Core deposit intangible
 
 
 
309,750

Other intangible assets
 
 
 
94,571

Servicing rights
 
 
 
15,317

Accrued income and other assets
 
 
 
495,079

Total assets acquired
 
 
 
26,841,896

Liabilities assumed:
 
 
 
 
Deposits
 
 
 
21,157,172

Short-term borrowings
 
 
 
1,163,851

Long-term debt
 
 
 
519,971

Accrued expenses and other liabilities
 
 
 
292,805

Total liabilities assumed
 
 
 
23,133,799

Total consideration paid
 
 
 
$
3,708,097

 
 
 
 
 
Consideration:
 
 
 
 
Cash paid
 
 
 
$
836,879

Fair value of common stock issued
 
 
 
2,766,898

Fair value of preferred stock exchange
 
 
 
104,320



In connection with the acquisition, the Company recorded approximately $1.3 billion of goodwill, of which $339 million relates to 15-year tax deductible goodwill from prior acquisitions. Information regarding the allocation of goodwill recorded as a result of the acquisition to the Company’s reportable segments, as well as the carrying amounts and amortization of core deposit and other intangible assets, is provided in Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements.

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above.

Cash and due from banks, interest-bearing deposits in banks, and loans held for sale: The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Securities: Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair value estimates are based on observable inputs including quoted market prices for similar instruments, quoted market prices that are not in an active market or other inputs that are observable in the market. In the absence of observable inputs, fair value is estimated based on pricing models and/or discounted cash flow methodologies.

Loans and leases: Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, amortization status and current discount rates. Loans were grouped together according to similar characteristics when applying various valuation techniques. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for any liquidity concerns. The discount rate does not include a factor for credit losses as that has been included as a reduction to the estimated cash flows.

CDI: This intangible asset represents the value of the relationships with deposit customers. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds, and the interest costs associated with customer deposits. The CDI is being amortized over 10 years based upon the period over which estimated economic benefits are estimated to be received.

Deposits: The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. The fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.

Debt: The fair values of long-term debt instruments are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.

The following table presents financial information regarding the former FirstMerit operations included in our Unaudited Condensed Consolidated Statements of Income from the date of acquisition (August 16, 2016) through September 30, 2016 under the column “Actual from acquisition date”. The following table also presents unaudited pro forma information as if the acquisition of FirstMerit had occurred on January 1, 2015 under the “Unaudited Pro Forma” columns. The pro forma information does not necessarily reflect the results of operations that would have occurred had Huntington acquired FirstMerit on January 1, 2015. Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the pro forma amounts.

 
 
 
Unaudited Pro Forma for
 
Actual from
 
Three months ended
 
Nine months ended
 
acquisition date through
 
September 30,
 
September 30,
(dollar amounts in thousands)
September 30, 2016
 
2016
 
2015
 
2016
 
2015
Net interest income
$
93,256


$
706,671


$
657,730


$
2,053,093


$
1,940,746

Noninterest income
30,556


334,630


323,063


977,153


965,923

Net income
55,353


144,292


191,507


570,180


627,104



This pro forma information combines the historical consolidated results of operations of Huntington and FirstMerit
for the periods presented and gives effect to the following nonrecurring adjustments:

Fair value adjustments: Pro forma adjustment to net interest income of $2 million and $11 million for the three and nine-months ended September 30, 2016, to record estimated amortization of premiums and accretion of discounts on acquired loans, securities, deposits, and long-term debt.  

FirstMerit accretion /amortization: Pro forma adjustment to net interest income of $7 million and $34 million for the three and nine-months ended September 30, 2016, respectively, to eliminate FirstMerit amortization of premiums and accretion of discounts on previously acquired loans, securities, and deposits.

Amortization of acquired intangibles: Pro forma adjustment to noninterest expense of $6 million and $28 million for the three and nine-months ended September 30, 2016, respectively, to record estimated amortization of acquired intangible assets.

Huntington merger-related costs: Pro forma results include Huntington merger-related costs which primarily included, but were not limited to, severance costs, professional services, data processing fees, marketing and advertising expenses totaling $159 million and $186 million for the three and nine-months ended September 30, 2016, respectively.

Other adjustments: Pro forma results also include adjustments related to branch divestitures, incremental interest expense on the issuance on acquisition debt, elimination of FirstMerit's intangible amortization expense, FirstMerit merger-related costs, and related income-tax effects.

Branch divestiture: On July 27, 2016, Huntington and FirstMerit announced that, in conjunction with the merger, Huntington will sell 13 acquired branches and certain related assets and deposit liabilities to First Commonwealth Bank, the banking subsidiary of First Commonwealth Financial Corporation. The sale is in connection with an agreement reached with the U.S. Department of Justice in order to resolve its competitive concerns about Huntington’s acquisition of FirstMerit. Total deposits and loans to be transferred to First Commonwealth Bank for the transaction totaled $712 million and $112 million, respectively, as of September 30, 2016, with the actual amount to be transferred determined as of the date the transaction closes. These amounts are included in deposits and loans held for sale, respectively, in the Unaudited Condensed Consolidated Balance Sheets. The transaction is expected to close in the fourth quarter of 2016.