| Schedule of Business Acquisition and the Amounts of Acquired Identifiable Assets and Liabilities |
Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition. The following table provides a preliminary assessment of the assets purchased, liabilities assumed, and the consideration transferred (dollars in thousands, except share and per share data):
Preliminary Statement of Net Assets Acquired (at fair value) and consideration transferred:
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Fair value of assets acquired:
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Cash and cash equivalents
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$
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49,989
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Securities available for sale
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460,892
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Loans held for sale
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10,922
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Loans
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2,239,616
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Bank premise and equipment
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80,480
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OREO
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4,319
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Core deposit intangible
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29,570
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Other assets
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95,397
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Total assets
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$
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2,971,185
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Fair value of liabilities assumed:
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Deposits
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$
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2,479,874
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Short-term borrowings
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4,227
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Long-term borrowings
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118,154
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Subordinated debt
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25,543
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Other liabilities
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22,576
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Total liabilities
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$
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2,650,374
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Net identifiable assets acquired
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$
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320,811
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Preliminary Goodwill (1)
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228,711
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Net assets acquired
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$
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549,522
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Consideration :
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Company's common shares issued
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22,147,874
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Purchase price per share of the Company's common stock (2)
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$
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24.81
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Value of Company common stock issued
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$
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549,488
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Value of stock options outstanding
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34
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Fair value of total consideration transferred
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$
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549,522
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(1) - No goodwill is expected to be deductible for federal income tax purposes. The goodwill will be primarily allocated to the community bank segment.
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(2) - The value of the shares of common stock exchanged with StellarOne shareholders was based upon the closing price of the Company's common stock at December 31, 2013, the last trading day prior to the date of acquisition.
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| Outstanding Principal Balance and Carrying Amount of Acquired Impaired Loans |
The following table presents the acquired impaired loans receivable at the acquisition date (dollars in thousands):
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Contractually required principal and interest payments
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$
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204,503
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Nonaccretable difference
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(33,853)
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Cash flows expected to be collected
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170,650
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Accretable difference
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(33,046)
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Fair value of loans acquired with a deterioration of credit quality
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$
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137,604
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| Business Acquisition, Pro Forma Information |
The Company expects to achieve further operating cost savings and other business synergies, including branch closures, as a result of the acquisition which are not reflected in the pro forma amounts below (dollars in thousands):
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Pro forma for the year ended
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December 31,
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2013
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2012
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(unaudited)
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(unaudited)
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Total revenues (net interest income plus noninterest income)
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$
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320,162
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$
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333,684
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Net income
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$
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56,223
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$
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57,809
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