| Summary of Consideration Paid |
The following tables summarize the purchase price consideration paid for Codorus Valley and the fair value of the assets acquired and liabilities assumed recognized at the acquisition date. | | | | | | | | | | (dollars are in thousands, except per share data) | | | | Number of shares of Codorus Common Stock outstanding | | 9,751,323 | | | Per common share exchange ratio | | 0.875 | | Expected shares of Codorus Common Stock to be issued | | 8,532,408 | | | Fractional shares of common stock paid in cash | | (370) | | | Number of shares of Orrstown Common Stock - as exchanged | | 8,532,038 | | | Orrstown Common Stock price per common share - closing stock price as of June 28, 2024 | | $ | 27.36 | | | Purchase price merger consideration for Codorus Valley | | $ | 233,437 | | | | | | | |
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| Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed |
No further adjustments to the fair values were recorded subsequent to twelve months following the Merger date. | | | | | | | | | | | | | | | | | | | Codorus Valley Book Value | | Fair Value Adjustment | | Codorus Valley Fair Value | | July 1, 2024 | | | | July 1, 2024 | | Total purchase price consideration | | | | | $ | 233,437 | | | Recognized amounts of identifiable assets acquired and liabilities assumed | | | | Cash and cash equivalents | $ | 45,290 | | | $ | (31) | | | $ | 45,259 | | | Restricted investments in bank stocks | 1,168 | | | — | | | 1,168 | | | Securities available for sale | 331,032 | | | (4,532) | | | 326,500 | | | | | | | | | Loans, net of allowance for credit losses | 1,715,761 | | | (72,368) | | | 1,643,393 | | | Premises and equipment, net | 17,553 | | | 6,551 | | | 24,104 | | | Cash surrender value of life insurance | 62,817 | | | — | | | 62,817 | | | Accrued interest receivable | 8,138 | | | 79 | | | 8,217 | | | Goodwill | 2,301 | | | (2,301) | | | — | | | Other intangible assets, net | — | | | 50,719 | | | 50,719 | | | Deferred income tax asset, net | 16,969 | | | 3,088 | | | 20,057 | | | Other assets | 21,024 | | | (2,781) | | | 18,243 | | | Total identifiable assets acquired | 2,222,053 | | | (21,576) | | | 2,200,477 | | | Deposits | 1,948,467 | | | (3,218) | | | 1,945,249 | | | Securities sold under agreements to repurchase | 7,943 | | | — | | | 7,943 | | | FHLB advances and other borrowings | 1,195 | | | (803) | | | 392 | | | Subordinated notes and trust preferred debt | 41,195 | | | (4,983) | | | 36,212 | | | Other liabilities | 25,030 | | | 3,241 | | | 28,271 | | | Total liabilities assumed | 2,023,830 | | | (5,763) | | | 2,018,067 | | | Total identifiable net assets | $ | 198,223 | | | $ | (15,813) | | | $ | 182,410 | | | Goodwill | | | | | $ | 51,027 | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Summary of Fair Value of Acquired PCD Loans |
The following table presents details related to the fair value of acquired PCD loans at the acquisition date: | | | | | | | | | | | | | | | | | | | | | | | | | Unpaid Principal Balance | | PCD ACL | | Non-Credit Discount | | Fair Value of Acquired Loans | | Commercial real estate | $ | 74,319 | | | $ | (1,321) | | | $ | (5,531) | | | $ | 67,467 | | | Acquisition and development | 24,232 | | | (2,535) | | | (781) | | | 20,916 | | | Agricultural | 7,129 | | | (2) | | | (895) | | | 6,232 | | | Commercial and industrial | 26,325 | | | (1,947) | | | (4,059) | | | 20,319 | | | | | | | | | | | Residential mortgage | 16,720 | | | (105) | | | (1,936) | | | 14,679 | | | Installment and other loans | 117 | | | (10) | | | (11) | | | 96 | | | $ | 148,842 | | | $ | (5,920) | | | $ | (13,213) | | | $ | 129,709 | |
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