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Mergers and Acquisitions | 9 Months Ended
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Sep. 30, 2018
Business Combinations [Abstract] |
Mergers and Acquisitions | Mergers and Acquisitions (Dollar Amounts In Thousands, Except Share Data) Acquisition of Brand Group Holdings, Inc. Effective September 1, 2018, the Company completed its acquisition by merger of Brand, the parent company of The Brand Banking Company (“Brand Bank”), in a transaction valued at approximately $474,453. The Company issued 9,306,477 shares of common stock and paid approximately $21,879 to Brand shareholders, excluding cash paid for factional shares, and paid approximately $17,157, net of tax benefit, to Brand stock option holders for 100% of the voting equity interest in Brand. At closing, Brand merged with and into the Company, with the Company the surviving corporation in the merger; immediately thereafter, Brand Bank merged with and into Renasant Bank, with Renasant Bank the surviving banking corporation in the merger. On September 1, 2018, Brand operated thirteen banking locations throughout the greater Atlanta market. The Company recorded approximately $343,569 in intangible assets which consist of goodwill of $316,215 and a core deposit intangible of $27,354. Goodwill resulted from a combination of revenue enhancements from expansion in existing markets and efficiencies resulting from operational synergies. The fair value of the core deposit intangible is being amortized over the estimated useful life, currently expected to be approximately 10 years. The goodwill is not deductible for income tax purposes. The following table summarizes the allocation of purchase price to assets and liabilities acquired in connection with the Company’s acquisition of Brand based on their fair values on September 1, 2018.
Purchase Price: |  |
Shares issued to common shareholders | 9,306,477 |  |
Purchase price per share | $ | 46.69 |  |
Value of stock paid |  | $ | 434,519 |
Cash consideration paid |  | 21,879 |
Cash paid for fractional shares |  | 4 |
Cash settlement for stock options, net of tax benefit |  | 17,157 |
Deal charges |  | 894 |
Total Purchase Price |  | $ | 474,453 |
Net Assets Acquired: |  |
Stockholders’ equity at acquisition date | $ | 138,896 |  |
Increase (decrease) to net assets as a result of fair value adjustments to assets acquired and liabilities assumed: |  |
Securities | (1,354 | ) |
Loans, including loans held for sale | (16,287 | ) |
Premises and equipment | 1,621 |  |
Intangible assets | 27,354 |  |
Other assets | (35 | ) |
Deposits | (1,367 | ) |
Borrowings | (3,236 | ) |
Other liabilities | 13,675 |  |
Deferred income taxes | (1,029 | ) |
Total Net Assets Acquired |  | 158,238 |
Goodwill resulting from merger(1) |  | $ | 316,215 |
(1) The goodwill resulting from the merger has been assigned to the Community Banks operating segment. The following table summarizes the estimated fair value on September 1, 2018 of assets acquired and liabilities assumed on that date in connection with the merger with Brand. These estimates are subject to change pending the finalization of all valuations.
Cash and cash equivalents |  | $ | 193,436 |
Securities |  | 70,123 |
Loans, including loans held for sale |  | 1,593,894 |
Premises and equipment |  | 20,782 |
Intangible assets |  | 343,569 |
Other assets |  | 113,324 |
Total assets |  | $ | 2,335,128 |
Deposits |  | $ | 1,714,177 |
Borrowings |  | 90,912 |
Other liabilities |  | 55,586 |
Total liabilities |  | $ | 1,860,675 |
As part of the merger agreement, Brand agreed to divest the operations of its subsidiary Brand Mortgage Group, LLC (“BMG”), which transaction was not completed until October 31, 2018. As a result, the balance sheet and results of operations of BMG, which the Company considers to be immaterial to the overall results of the Company, are included in the Company's results for the third quarter of 2018 since the acquisition date and will be included in the Company’s balance sheet and consolidated results of operations through October 31, 2018. The following table summarizes the significant assets acquired and liabilities assumed from BMG:
(in thousands) |  | September 1, 2018 |
Loans held for sale |  | $ | 48,100 |
Borrowings |  | 34,139 |
The following table summarizes the results of operations for BMG included in the Company’s Consolidated Statements of Income for the three and nine months ended September 30, 2018:
(in thousands) |  |
Interest income |  | $ | 186 |
Interest expense |  | 143 |
Net interest income |  | 43 |
Noninterest income |  | 1,696 |
Noninterest expense |  | 2,029 |
Net income before taxes |  | $ | (290 | )
Acquisition of Metropolitan BancGroup, Inc. Effective July 1, 2017, the Company completed its acquisition of Metropolitan, the parent company of Metropolitan Bank, in a transaction valued at approximately $219,461. The Company issued 4,883,182 shares of common stock and paid approximately $4,764 to Metropolitan stock option holders for 100% of the voting equity interest in Metropolitan. At closing, Metropolitan merged with and into the Company, with the Company the surviving corporation in the merger; immediately thereafter, Metropolitan Bank merged with and into Renasant Bank, with Renasant Bank the surviving banking corporation in the merger. On July 1, 2017, Metropolitan operated eight banking locations in Nashville and Memphis, Tennessee and the Jackson, Mississippi Metropolitan Statistical Area. The Company recorded approximately $147,478 in intangible assets which consist of goodwill of $140,512 and a core deposit intangible of $6,966. Goodwill resulted from a combination of revenue enhancements from expansion in existing markets and efficiencies resulting from operational synergies. The fair value of the core deposit intangible is being amortized on an accelerated basis over the estimated useful life, currently expected to be approximately 10 years. The goodwill is not deductible for income tax purposes. The following table summarizes the allocation of purchase price to assets and liabilities acquired in connection with the Company’s acquisition of Metropolitan based on their fair values on July 1, 2017.
Purchase Price: |  |
Shares issued to common shareholders | 4,883,182 |  |
Purchase price per share | $ | 43.74 |  |
Value of stock paid |  | $ | 213,590 |
Cash paid for fractional shares |  | 5 |
Cash settlement for stock options |  | 4,764 |
Deal charges, net of taxes |  | 1,102 |
Total Purchase Price |  | $ | 219,461 |
Net Assets Acquired: |  |
Stockholders’ equity at acquisition date | $ | 89,253 |  |
Increase (decrease) to net assets as a result of fair value adjustments to assets acquired and liabilities assumed: |  |
Securities | (731 | ) |
Mortgage loans held for sale | 30 |  |
Loans, net of Metropolitan’s allowance for loan losses | (13,071 | ) |
Premises and equipment | (4,629 | ) |
Intangible assets, net of Metropolitan’s existing intangibles | 2,340 |  |
Other real estate owned | (1,251 | ) |
Other assets | 2,731 |  |
Deposits | (3,603 | ) |
Borrowings | (1,294 | ) |
Other liabilities | 3,930 |  |
Deferred income taxes | 5,244 |  |
Total Net Assets Acquired |  | $ | 78,949 |
Goodwill resulting from merger(1) |  | $ | 140,512 |
(1) The goodwill resulting from the merger has been assigned to the Community Banks operating segment. The following table summarizes the fair value on July 1, 2017 of assets acquired and liabilities assumed on that date in connection with the merger with Metropolitan.
Cash and cash equivalents |  | $ | 47,556 |
Securities |  | 108,697 |
Loans, including mortgage loans held for sale |  | 967,804 |
Premises and equipment |  | 8,576 |
Other real estate owned |  | 1,203 |
Intangible assets |  | 147,478 |
Other assets |  | 69,567 |
Total assets |  | $ | 1,350,881 |
Deposits |  | $ | 942,084 |
Borrowings |  | 174,522 |
Other liabilities |  | 20,685 |
Total liabilities |  | $ | 1,137,291 |
Supplemental Pro Forma Combined Condensed Results of Operations The following unaudited pro forma combined condensed consolidated financial information presents the results of operations for the nine months ended September 30, 2018 and 2017 of the Company as though the Brand and Metropolitan mergers had been completed as of January 1, 2017. The unaudited pro forma information combines the historical results of Brand and Metropolitan with the Company’s historical consolidated results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the periods presented. The pro forma information is not necessarily indicative of what would have occurred had the acquisitions taken place on January 1, 2017. The pro forma information does not include the effect of any cost-saving or revenue-enhancing strategies. Merger expenses are reflected in the period in which they were incurred.
| (Unaudited)
| Nine Months Ended
| September 30,
| 2018 |  | 2017
Net interest income - pro forma | $ | 341,946 |  |  | $ | 336,250 |
Noninterest income - pro forma | $ | 117,476 |  |  | $ | 139,328 |
Noninterest expense - pro forma | $ | 359,386 |  |  | $ | 327,566 |
Net income - pro forma | $ | 72,719 |  |  | $ | 93,570 |
Earnings per share - pro forma: |  |  |
Basic | $ | 1.24 |  |  | $ | 1.60 |
Diluted | $ | 1.24 |  |  | $ | 1.59 |

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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 http://asc.fasb.org/topic&trid=2303972 + Details
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