Mergers and Acquisitions (Tables)
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6 Months Ended |
Jun. 30, 2025 |
Business Combination [Abstract] |
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Schedule of Allocation of Purchase Price to Assets and Liabilities Acquired |
The following table summarizes the allocation of purchase price to assets and liabilities acquired in connection with the Company’s merger with The First based on their fair values on April 1, 2025. | | | | | | | | | Purchase Price: | | | Shares issued to common shareholders | 31,238,172 | | | Purchase price per share | $ | 33.93 | | | Value of stock paid | | $ | 1,059,911 | | | | | | | | Cash settlement for stock options, net of tax benefit | | 1,869 | | | | | Total purchase price | | $ | 1,061,780 | | | | | Net Assets Acquired: | | | Stockholders’ equity at acquisition date | $ | 993,475 | | | Increase (decrease) to net assets as a result of fair value adjustments to assets acquired and liabilities assumed: | | | Securities | (71,772) | | | | | | Loans, including loans held for sale | (152,153) | | | Premises and equipment | (1,596) | | | Intangible assets | (169,809) | | | Other real estate owned | 2,696 | | | Other assets | (15,807) | | | Deposits | 7,391 | | | Borrowings | 2,902 | | | Other liabilities | 15,903 | | | Deferred income taxes | 19,666 | | | Total net assets acquired | | 630,896 | | Goodwill resulting from merger(1) | | $ | 430,884 | |
(1) The goodwill resulting from the merger has been assigned to the Community Banks operating segment.
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Schedule of Fair Value of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair value on April 1, 2025 of assets acquired and liabilities assumed on that date in connection with the merger with The First. | | | | | | | | | Cash and cash equivalents | | $ | 261,484 | | Securities | | 1,457,203 | | Loans, including loans held for sale | | 5,174,903 | | Premises and equipment | | 173,174 | | Bank-owned life insurance | | 146,601 | | Other real estate owned | | 11,109 | | Intangible assets | | 590,494 | | Other assets | | 173,359 | | Total assets | | $ | 7,988,327 | | | | | Deposits | | $ | 6,449,394 | | Borrowings | | 419,165 | | Other liabilities | | 59,857 | | Total liabilities | | $ | 6,928,416 | | | | | Net assets acquired over liabilities assumed | | $ | 1,059,911 | | Cash settlement for stock options, net of tax benefit | | 1,869 | | Total purchase price | | $ | 1,061,780 | |
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Schedule of Business Combination, Acquired Loan Portfolio |
The following table presents additional information related to the acquired loan portfolio at the acquisition date: | | | | | | | April 1, 2025 | PCD loans: | | Par value | $ | 168,511 | | Allowance for credit losses at acquisition | (23,492) | | Non-credit discount | (4,021) | | Purchase price | $ | 140,998 | | | | Non-PCD loans: | | Fair value | $ | 5,032,996 | | Gross contractual amounts receivable | 5,233,447 | | Estimate of contractual cash flows not expected to be collected | 62,190 | |
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Schedule of Pro Forma Combined Condensed Consolidated Financial Information |
The pro forma information does not include the effect of any cost-saving or revenue-enhancing strategies. Other than the aforementioned $20,479 in merger-related expenses, attributed to the first quarter of 2024, merger expenses are reflected in the period in which they were incurred. | | | | | | | | | | | | | | | | | | | | | | | | | (Unaudited) | | (Unaudited) | | Three Months Ended | | Six Months Ended | | June 30, | | June 30, | | 2025 | | 2024 | | 2025 | | 2024 | Net interest income - pro forma | $ | 215,451 | | | $ | 201,496 | | | $ | 424,409 | | | $ | 403,269 | | | | | | | | | | Noninterest income - pro forma | $ | 48,334 | | | $ | 49,552 | | | $ | 93,263 | | | $ | 101,084 | | | | | | | | | | Noninterest expense - pro forma | $ | 161,735 | | | $ | 163,760 | | | $ | 364,703 | | | $ | 348,468 | | | | | | | | | | Net income - pro forma | $ | 85,691 | | | $ | 65,220 | | | $ | 121,325 | | | $ | 64,926 | | | | | | | | | | Earnings per share - pro forma: | | | | | | | | Basic | $ | 0.91 | | | $ | 0.74 | | | $ | 1.28 | | | $ | 0.74 | | Diluted | $ | 0.90 | | | $ | 0.74 | | | $ | 1.28 | | | $ | 0.74 | |
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