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Acquisitions (Tables) | 9 Months Ended
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Sep. 30, 2022
Business Combinations [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table provides the provisional purchase price allocation as of the acquisition date and the Great Western assets acquired and liabilities assumed at their estimated fair value as of the acquisition date as amended for measurement period adjustments as of September 30, 2022. We recorded the estimate of fair value based on initial valuations available at the acquisition date. The excess value of the consideration paid over the fair value of assets acquired and liabilities assumed was recorded as goodwill. The purchase price allocation resulted in provisional goodwill of $478.4 million, which is not deductible for income tax purposes. Goodwill resulting from the acquisition was allocated to the Company’s one operating segment, community banking, and consists largely of the synergies and economies of scale expected from combining the operations of Great Western and the Company. Due to the recent closing of the transaction, all amounts reported are provisional pending the review of valuations obtained from third parties and other necessary information in support of related fair value accounting.
As of February 1, 2022 |  |  |  |
Assets acquired: |  |  |  |
Cash and cash equivalents |  |  |  | $ | 2,006.9 |
Investment securities |  |  |  | 2,699.0 |
Securities purchased under agreement to resell |  |  |  | 101.1 |
Loans held for sale |  |  |  | 217.0 |
Loans held for investment |  |  |  | 7,705.0 |
Allowance for credit losses |  |  |  | (59.5) |
Premises and equipment, including right of use lease assets |  |  |  | 144.7 |
Other real estate owned (“OREO”) |  |  |  | 15.8 |
Company owned life insurance |  |  |  | 186.6 |
Core deposit intangibles |  |  |  | 50.1 |
Customer relationship intangible |  |  |  | 22.8 |
Mortgage servicing rights |  |  |  | 1.3 |
Deferred tax assets, net |  |  |  | 63.6 |
Other assets |  |  |  | 198.9 |
Total assets acquired |  |  |  | 13,353.3 |
Liabilities assumed: |  |  |  |
Deposits |  |  |  | 11,688.0 |
Securities sold under repurchase agreements |  |  |  | 74.0 |
Accrued expenses and other liabilities |  |  |  | 111.0 |
FHLB advances |  |  |  | 122.9 |
Subordinated debt |  |  |  | 36.4 |
Subordinated debentures held by subsidiary trusts |  |  |  | 76.1 |
Total liabilities assumed |  |  |  | 12,108.4 |
Net assets acquired |  |  |  | $ | 1,244.9 |
Consideration paid: |  |  |  |
Class A common stock |  |  |  | 1,723.3 |
Total consideration paid (1) |  |  |  | $ | 1,723.3 |
Goodwill |  |  |  | $ | 478.4 |
(1) Includes $13 thousand of cash paid in lieu of fractional shares.
Financing Receivable, Purchased | 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. Information regarding loans acquired at the acquisition date as amended for measurement period adjustments as of September 30, 2022 were as follows:
(In millions) |
PCD loans: |
Unpaid principal balance | $ | 979.2 |
Principal amounts previously written off by GWB | (238.7) |
Interest applied to principal by GWB | (18.1) |
Adjusted unpaid principal balance | 722.4 |
Credit discount | (69.2) |
Discount attributable to other factors | (29.9) |
Fair value | 623.3 |
Allowance for credit losses | 59.5 |
Amortized cost basis | 682.8 |
Non-PCD loans: |
Unpaid principal balance | 7,107.9 |
Credit discount (1) | (76.5) |
Non-credit discount | (9.2) |
Fair value | 7,022.2 |
Amortized cost basis | $ | 7,705.0 |
(1) Represents the best estimate of the contractual cash flows not expected to be collected as of the acquisition date.
Schedule of Pro Forma Financial Information | The following table presents certain unaudited pro forma financial information for illustrative purposes only, for the three and the nine month periods ended September 30, 2022 and 2021 as if GWB had been acquired on January 1, 2021. This unaudited pro forma information combines the historical results of GWB with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the acquisition occurred at the beginning of the year prior to the acquisition. The unaudited pro forma information does not consider any changes to the provision for credit losses resulting from recording loan assets at fair value, cost savings, or business synergies. As a result, actual amounts would have differed from the unaudited pro forma information presented, and the differences could be significant.
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 | 2021 |  | 2022 | 2021
Total revenues | $ | 314.0 |  | $ | 295.8 |  |  | $ | 883.5 |  | $ | 909.1 |
Net income | $ | 90.3 |  | $ | 110.9 |  |  | $ | 267.8 |  | $ | 177.0 |
Earnings per common share (Basic) | $ | 0.85 |  | $ | 1.02 |  |  | $ | 2.60 |  | $ | 1.63 |
Earnings per common share (Diluted) | $ | 0.85 |  | $ | 1.02 |  |  | $ | 2.60 |  | $ | 1.63 |

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