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Business Combinations and Asset Acquisitions | 3 Months Ended
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Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Business Combination Disclosure | Business Combination On February 28, 2023, UHC merged with and into Columbia, with Columbia continuing as the surviving legal corporation. Promptly following the Merger, Columbia’s wholly owned bank subsidiary, Columbia State Bank, merged with and into UHC’s wholly owned bank subsidiary, Umpqua Bank, with Umpqua Bank surviving the merger. Refer to Note 1 - Summary of Significant Accounting Policies under the Basis of Financial Statement Presentation for more information pertaining to the completed Merger. The Merger was accounted for as a reverse merger using the acquisition method of accounting; therefore, UHC was deemed the acquirer for financial reporting purposes, even though Columbia was the legal acquirer. The Merger was effectively an all-stock transaction and has been accounted for as a business combination. Pursuant to the Merger Agreement, on the Merger Date, each holder of UHC common stock received 0.5958 of a share (the "Exchange Ratio") of Columbia's common stock for each share of UHC common stock held. Each outstanding share of common stock of Columbia remained outstanding and was unaffected by the Merger. As of the Merger Date, Columbia had approximately 208.2 million shares of common stock outstanding. On the Merger Date, the shares of UHC common stock, which previously traded under the ticker symbol "UMPQ" on NASDAQ, ceased trading on, and were delisted from, NASDAQ. Following the Merger, Columbia common stock continues to trade on NASDAQ, with the ticker symbol of "COLB". As the legal acquirer, Columbia issued approximately 129.4 million shares of Columbia common stock in connection with the Merger, which represented approximately 62.1% of the voting interests in Columbia upon completion of the Merger. The purchase price in a reverse acquisition is determined based on the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition. Therefore, the first step in calculating the purchase price in the Merger is to determine the ownership of the combined company following the Merger. The table below summarizes the ownership of the combined company, Columbia, following the Merger, as well as the market capitalization of the combined company using shares of Columbia and UHC common stock outstanding at February 28, 2023 and Columbia’s closing price on February 28, 2023.
| Columbia Ownership and Market Value Table (Pro Forma)
(in thousands) | Number of UHC Outstanding Shares |  | Percentage Ownership |  | Market Value at $29.73 Columbia Share Price
Columbia shareholders | 78,863 |  |  | 37.9 | % |  | $ | 2,344,600 |
UHC shareholders | 129,378 |  |  | 62.1 | % |  | 3,846,408 |
Total | 208,241 |  |  | 100.0 | % |  | $ | 6,191,008 |
Next, the hypothetical number of shares UHC would have to issue to give Columbia shareholders the same percentage ownership in the combined company is calculated in the table below (based on shares of UHC common stock outstanding at February 28, 2023):
| Hypothetical UHC Ownership
(in thousands) | Number of UHC Outstanding Shares |  | Percentage Ownership
Columbia shareholders | 132,365 |  |  | 37.9 | %
UHC shareholders | 217,150 |  |  | 62.1 | %
Total | 349,515 |  |  | 100.0 | %
Finally, the purchase price for purposes of the transaction accounting adjustments is calculated based on the number of hypothetical shares of UHC common stock issued to Columbia shareholders, multiplied by the share price as demonstrated in the table below (amounts in thousands except per share data):
Number of hypothetical UHC common shares issued to Columbia shareholders | 132,365 |
UHC market price per share as of February 28, 2023 | $ | 17.66 |
Purchase price determination of hypothetical UHC shares issued to Columbia shareholders | $ | 2,337,567 |
Cash in lieu of fractional shares | $ | 65 |
Purchase price consideration | $ | 2,337,632 |
The following table provides the preliminary purchase price allocation as of the Merger Date and the assets acquired and liabilities assumed at their estimated fair value as of the Merger Date as recorded by the Company. The estimates of fair value were recorded based on initial valuations available at the Merger Date, and these estimates, including initial accounting for deferred taxes, are considered preliminary as of March 31, 2023 and subject to adjustment for up to one year after the Merger Date. In many cases, the determination of fair value required management to make estimates about discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change. While the Company believes that the information available on the Merger Date provided a reasonable basis for estimating fair value, additional information may be obtained during the measurement period that would result in changes to the estimated fair value amounts. The measurement period ends on the earlier of one year after the Merger Date or the date the Company concludes that all necessary information about the facts and circumstances that existed as of the Merger Date have been obtained. Management anticipates that facts obtained during the measurement period could result in adjustments to the Merger Date valuation amounts presented herein.
(in thousands) | February 28, 2023
Purchase price consideration |  |  |
| Total merger consideration |  |  | $ | 2,337,632 |
Fair value of assets acquired: |  |  |
| Cash and due from banks | $ | 274,587 |  |  |
| Investment securities | 6,225,271 |  |  |
| Loans held for sale | 2,358 |  |  |
| Loans and leases, net of allowance for loan and lease losses | 10,884,106 |  |  |
| Restricted equity securities | 101,760 |  |  |
| Premises and equipment | 203,270 |  |  |
| Other intangible assets | 710,230 |  |  |
| Deferred tax asset, net | 253,481 |  |  |
| Other assets | 571,753 |  |  |
| Total assets acquired | $ | 19,226,816 |  |  |
Fair value of liabilities assumed: |  |  |
| Deposits | $ | 15,193,474 |  |  |
| Securities sold under agreements to repurchase | 70,025 |  |  |
| Borrowings | 2,294,360 |  |  |
| Junior and other subordinated debentures | 20,310 |  |  |
| Other liabilities | 341,157 |  |  |
| Total liabilities assumed | $ | 17,919,326 |  |  |
Net assets acquired |  |  | $ | 1,307,490 |
Goodwill |  |  | $ | 1,030,142 |
In connection with the Merger, the Company recorded approximately $1.0 billion of goodwill. Goodwill represents the excess of the purchase price over the fair value of the assets acquired, net of fair value of liabilities assumed. Information regarding the allocation of goodwill recorded as a result of the acquisition, as well as the carrying amounts and amortization of core deposit and other intangible assets, are provided in Note 6 - Goodwill and Other Intangible Asset s of the Notes to Consolidated Financial Statements. None of the goodwill recognized is expected to be deductible for income tax purposes. 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: The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets. Investment Securities: Fair values for investment 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 held for sal e: The loans held for sale portfolio was recorded at fair value based on quotes or bids from third party investors. Loans and leases: A valuation of the loans held for investment portfolio was performed by a third party as of the Merger Date to assess the fair value. The loans held for investment portfolio was segmented into three groups, including performing PCD loans, non-performing PCD loans and non-PCD loans. The loans were further pooled based on loan type and risk rating bands. The loans were valued at the loan level using a discounted cash flow analysis. The analysis included projecting cash flows based on the contractual terms of the loans and the cash flows were adjusted to reflect credit loss expectations along with prepayments. Discount rates were developed based on the relative risk of the cash flows, taking into consideration the loan type, market rates as of the valuation date, recent originations in the portfolio, credit loss expectations, and liquidity expectations. Lastly, cash flows adjusted for credit loss expectations were discounted to present value and summed to arrive at the fair value of the loans. The Company is required to record PCD assets, defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the time of acquisition. Under this method, there is no credit loss expense affecting net income on acquisition of PCD assets. Changes in estimates of expected credit losses after acquisition are recognized in subsequent periods as provision for credit losses (or recapture of credit losses) arises. Any non-credit discount or premium resulting from acquiring a pool of purchased financial assets with credit deterioration is allocated to each individual asset. At the acquisition date, the initial allowance for credit losses determined on a collective basis is allocated to individual assets to appropriately allocate any non-credit discount or premium. The non-credit discount or premium, after the adjustment for the allowance for credit losses, is accreted to interest income using the interest method based on the effective interest rate determined after the adjustment for credit losses at the adoption date. Of the $10.9 billion net loans acquired, $402.8 million were identified as PCD assets on the Merger Date. The following table provides a summary of these PCD loans at acquisition:
(in thousands) | February 28, 2023
Principal of PCD loans acquired | $ | 478,648 |
PCD ACL at acquisition | (26,492) |
Non-credit discount on PCD loans | (49,337) |
Fair value of PCD loans | $ | 402,819 |
Premises and equipmen t: The fair values of premises are based on a market approach, by obtaining third-party appraisals and broker opinions of value for land, office and branch space. Core deposit intangibles: Certain core deposits represents the low cost of funding acquired core deposits provide relative to the Company’s marginal cost of funds. The fair value was estimated based on a discounted cash flow methodology that gave 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 intangible assets are being amortized over 10 years using the sum of years digits, 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 equal the amount payable on demand at the Merger 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. Borrowings: 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 Company's operating results for three months ended March 31, 2023 include the operating results of the acquired assets and assumed liabilities of historical Columbia subsequent to the Merger Date. Disclosure of the amount of historical Columbia’s revenue and net income (excluding integration costs) included in the Consolidated Statements of Operations is impracticable due to the integration of the operations and accounting for the Merger. The following table shows the impact of the merger-related expenses for the three months ended March 31, 2023:
| Three Months Ended |  |
(in thousands) | March 31, 2023 |  |
Legal and professional | $ | 49,419 |  |  |
Personnel | 21,455 |  |  |
Premises and equipment | 21,265 |  |  |
Charitable contributions | 20,000 |  |  |
Other | 3,759 |  |  |
Total merger-related expenses | $ | 115,898 |  |  |
The following table presents unaudited pro forma information as if the Merger had occurred on January 1, 2022. The pro forma adjustments give effect to any change in interest income due to the accretion of the discount (premium) associated with the fair value adjustments to acquired loans and leases, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustment to acquired interest-bearing deposits and long-term debt and the amortization of the core deposit intangible that would have resulted had the deposits been acquired as of January 1, 2022. The pro forma information is not indicative of what would have occurred had the Merger occurred as of the beginning of the year prior to the Merger Date. The pro forma amounts below do not reflect the Company's expectations as of the date of the pro forma information of further operating cost savings and other business synergies expected to be achieved, including revenue growth as a result of the Merger. As a result, actual amounts differed from the unaudited pro forma information presented.
| Unaudited Pro Forma for the
| Three Months Ended
(in thousands) | March 31, 2023 |  | March 31, 2022
Net interest income | $ | 526,260 |  |  | $ | 470,055 |
Non-interest income | $ | 88,572 |  |  | $ | 102,224 |
Net income (1) | $ | 217,135 |  |  | $ | 22,672 |
(1) The 2023 pro forma net income was adjusted to exclude $143.9 million of merger-related costs, inclusive of historical Columbia merger related costs, incurred in 2023 and the 2022 pro forma net income was adjusted to include these costs. Branch divestitures: Prior to the Merger Date, historical Columbia was required to divest certain branches to satisfy regulatory requirements in connection with the Merger. In January 2023, Columbia completed the divestiture of three branches and certain related assets and deposit liabilities to First Northern Bank of Dixon, a wholly-owned subsidiary of First Northern Community Bancorp. In February 2023, Columbia completed the divestiture of another seven branches and certain related assets and deposit liabilities to 1st Security Bank of Washington, a wholly-owned subsidiary of FS Bancorp, Inc. The income and expense associated with the operation of these branches prior to being divested have been excluded from the pro forma.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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