Quarterly report pursuant to Section 13 or 15(d)

ACQUISITIONS (Tables)

v2.4.0.8
ACQUISITIONS (Tables)
9 Months Ended
Sep. 30, 2014
ACQUISITIONS [Abstract]  
Schedule of Business Acquisition and the Amounts of Acquired Identifiable Assets and Liabilities

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):

 

Statement of Net Assets Acquired (at fair value) and consideration transferred:

 

 

 

 

 

Fair value of assets acquired:

 

 

Cash and cash equivalents

$

49,989 

Securities available for sale

 

460,892 

Loans held for sale

 

11,377 

Loans

 

2,238,981 

Bank premises and equipment

 

69,618 

OREO

 

4,319 

Core deposit intangible

 

29,570 

Other assets

 

94,466 

Total assets

$

2,959,212 

 

 

 

Fair value of liabilities assumed:

 

 

Deposits

$

2,479,874 

Short-term borrowings

 

49,227 

Long-term borrowings

 

98,697 

Other liabilities

 

19,367 

Total liabilities

$

2,647,165 

 

 

 

Net identifiable assets acquired

$

312,047 

Preliminary Goodwill (1)

 

237,476 

Net assets acquired

$

549,523 

 

 

 

Consideration :

 

 

Company's common shares issued

 

22,147,874 

Purchase price per share of the Company's common stock (2)

$

24.81 

Value of Company common stock issued

$

549,489 

Value of stock options outstanding

 

34 

Fair value of total consideration transferred

$

549,523 

 

 

 

(1) - No goodwill is expected to be deductible for federal income tax purposes. The goodwill will be primarily allocated to the community bank segment.

(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.

 

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):

 

 

 

 

 

Contractually required principal and interest payments

$

214,803 

Nonaccretable difference

 

(34,696)

Cash flows expected to be collected

 

180,107 

Accretable difference

 

(34,653)

Fair value of loans acquired with a deterioration of credit quality

$

145,454 

 

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):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

September 30, 2013

 

September 30, 2013

 

 

(unaudited)

 

(unaudited)

 

Total revenues (net interest income plus noninterest income)

$

82,180

 

$

246,972

 

Net income

$

17,827

 

$

54,834

 

 

 

 

 

 

 

 

 

Summary of Acquisition-Related Expenses

A summary of acquisition-related expenses associated with the StellarOne acquisition included in the Consolidated Statements of Income is as follows (dollars in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the nine months ended

 

September 30,

 

September 30,

 

2014

 

2013

 

2014

 

2013

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

Salaries and employee benefits

$

200 

 

$

 -

 

$

7,878 

 

$

 -

Professional services

 

122 

 

 

473 

 

 

3,717 

 

 

1,393 

Other costs of operations

 

1,373 

 

 

 -

 

 

7,929 

 

 

 -

Total

$

1,695 

 

$

473 

 

$

19,524 

 

$

1,393