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Business Combination
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Business Combination

 

Note 2. Business Combination

On September 21, 2019, the Company completed the acquisition of all of the outstanding common stock of MidSouth Bancorp, Inc. (“MidSouth”) (NYSE: MSL), parent company of MidSouth Bank, N.A. The acquisition provided the Company opportunity for both enhanced growth in several of its current markets, such as MidSouth’s home market of Lafayette, Louisiana, as well as opportunities for expansion into new markets in Louisiana and Texas. The transaction was accounted for as a business combination whereby the Company acquired net assets with a fair value of $130.5 million and recorded goodwill of $63.4 million. In consideration for the net assets acquired, the Company issued approximately 5.0 million shares of common stock, resulting in a transaction value of $193.8 million.

The following table sets forth the acquisition date fair value of the assets acquired and liabilities assumed, and the resulting goodwill. The goodwill is not deductible for federal income tax purposes.

 

(in thousands)

 

 

 

 

ASSETS

 

 

 

 

Cash and due from banks

 

$

28,059

 

Interest bearing bank deposits

 

 

276,911

 

Federal funds sold

 

 

3,475

 

Securities available for sale

 

 

272,240

 

Loans

 

 

787,628

 

Property and equipment

 

 

34,288

 

Other real estate

 

 

343

 

Identifiable intangible assets

 

 

31,500

 

Other assets

 

 

79,888

 

Total identifiable assets

 

 

1,514,332

 

LIABILITIES

 

 

 

 

Deposit liabilities

 

 

1,280,947

 

Short term borrowings

 

 

66,996

 

Long term debt

 

 

13,919

 

Other liabilities

 

 

21,990

 

Total liabilities

 

 

1,383,852

 

Net assets acquired

 

 

130,480

 

Value of stock-based consideration

 

 

193,849

 

Goodwill

 

$

63,369

 

 

The operating results of the Company for the years ended December 31, 2020 and 2019 include the results from the operations of the acquired business from the date of acquisition. The results of the acquired business are not material to the Company’s consolidated results of operations and, as such, neither supplemental pro forma information of the combined entity nor revenue and earnings contributed by the acquired business since the date of acquisition are presented.

During the year ended December 31, 2019, the Company incurred acquisition related costs of approximately $32.7 million. The following table presents the acquisition related costs by component:

 

(in thousands)

 

 

 

Personnel expense

 

$

7,506

 

Net occupancy and equipment expense

 

 

1,464

 

Professional services expense

 

 

7,075

 

Data processing expense

 

 

1,092

 

Other real estate

 

 

130

 

Advertising expense

 

 

2,581

 

Other expense

 

 

12,818

 

Total merger-related expenses

 

$

32,666

 

 

Personnel expense includes severance and change in control costs. Professional services expense includes legal and consulting costs, including costs associated with systems conversion. Other expense includes contract and lease termination fees and other transaction-related costs.


 

 

Goodwill Resulting from Business Combinations

 

Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired. It is comprised of estimated future economic benefits arising from the transaction that cannot be individually identified or do not qualify for separate recognition. These benefits include expanded presence in existing markets and entry into new markets, and expected earnings streams and operational efficiencies that the Company believes will result from business combinations.

 

The following table illustrates the change in the Company’s goodwill for the year ended December 31, 2019. No measurement period adjustments were recorded during the year ended December 31, 2020.

 

(in thousands)

 

 

 

 

Goodwill balance at December 31, 2018

 

$

790,972

 

Final settlement of cash consideration - acquisition of trust and asset management business

 

 

1,112

 

Initial goodwill recorded in acquisition of MidSouth Bancorp, Inc.

 

 

69,207

 

Measurement period adjustments - acquisition of MidSouth Bancorp, Inc.

 

 

(5,838

)

Goodwill balance at December 31, 2019

 

$

855,453

 

Goodwill balance at December 31, 2020

 

$

855,453