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Mergers and Acquisitions | 9 Months Ended
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Sep. 30, 2019
Business Combinations [Abstract] |
Mergers and Acquisitions | NOTE 2. MERGERS AND ACQUISITIONS Farmers Capital Bank Corporation (“FFKT”) On August 20, 2018, WesBanco completed its acquisition of Farmers Capital Bank Corp., a bank holding company headquartered in Frankfort, KY. On the acquisition date, FFKT had approximately $1.6 billion in assets, excluding goodwill, which included approximately $1.0 billion in loans and $239.3 million in securities. The FFKT acquisition was valued at $428.9 million, based on WesBanco’s closing stock price on August 20, 2018, of $49.40, and resulted in WesBanco issuing 7,920,387 shares of its common stock and $37.6 million in cash in exchange for all of the outstanding shares of FFKT common stock. The assets and liabilities of FFKT were recorded on WesBanco’s Balance Sheet at their fair values as of August 20, 2018, the acquisition date, and FFKT’s results of operations have been included in WesBanco’s Consolidated Statements of Income since that date. Based on the final purchase price allocation, WesBanco recorded $223.3 million in goodwill and $37.4 million in core deposit intangibles in its community banking segment and $2.6 million in trust customer relationship intangibles in its trust and investment services segment. None of the goodwill is deductible for income tax purposes, as the acquisition is accounted for as a tax-free exchange for tax purposes. As a result of the full integration of the operations of FFKT, it is not practicable to determine revenue or net income included in WesBanco’s operating results relating to FFKT since the date of acquisition, as FFKT’s results cannot be separately identified. For the nine months ended September 30, 2019, WesBanco recorded merger-related expenses of $3.2 million associated with the FFKT acquisition. The final purchase price of the FFKT acquisition and resulting goodwill is summarized as follows:
(unaudited, in thousands) |  | August 20, 2018 |
Purchase price: |  |  |  |
Fair value of WesBanco shares issued |  | $ | 391,267 |
Cash consideration for outstanding FFKT shares |  |  | 37,634 |
Total purchase price |  | $ | 428,901 |
Fair value of: |  |  |  |
Tangible assets acquired |  | $ | 1,370,245 |
Core deposit and other intangible assets acquired |  |  | 39,992 |
Liabilities assumed |  |  | (1,434,779 | )
Net cash received in the acquisition |  |  | 230,139 |
Fair value of net assets acquired |  |  | 205,597 |
Goodwill recognized |  | $ | 223,304 |
The following table presents the allocation of the purchase price of the assets acquired and the liabilities assumed at the date of acquisition.
(unaudited, in thousands) |  | August 20, 2018 |
Assets acquired |  |  |  |
Cash and due from banks |  | $ | 230,139 |
Securities |  |  | 239,321 |
Loans |  |  | 1,025,800 |
Goodwill and other intangible assets |  |  | 263,296 |
Accrued income and other assets |  |  | 105,124 |
Total assets acquired |  | $ | 1,863,680 |
Liabilities assumed |  |  |  |
Deposits |  | $ | 1,330,328 |
Borrowings |  |  | 71,780 |
Accrued expenses and other liabilities |  |  | 32,671 |
Total liabilities assumed |  | $ | 1,434,779 |
Net assets acquired |  | $ | 428,901 |
The following table presents the changes in the allocation of the purchase price of the assets acquired and the liabilities assumed at the date of the acquisition previously reported as of June 30, 2019:
(unaudited, in thousands) |  | August 20, 2018 |
Goodwill recognized as of June 30, 2019 |  | $ | 220,897 |
Change in fair value of net assets acquired: |  |  |  |
Assets |  |  |  |
Accrued income and other assets |  |  | 709 |
Liabilities |  |  |  |
Accrued expenses and other liabilities |  |  | (3,116 | )
Fair value of net assets acquired |  | $ | (2,407 | )
Increase in goodwill recognized |  |  | 2,407 |
Goodwill recognized as of September 30, 2019 |  | $ | 223,304 |
The adjustments to goodwill noted above to other assets and other liabilities related to the Company’s finalization of purchase accounting for FFKT. Old Line Bancshares, Inc. (“OLBK”) On July 23, 2019, WesBanco and Old Line Bancshares, Inc., a bank holding company headquartered in Bowie, MD, jointly announced the execution of a definitive Agreement and Plan of Merger providing for the merger of OLBK with and into WesBanco (“Agreement”), OLBK has approximately $3.1 billion in assets, $2.4 billion in loans, $2.4 billion in deposits, $0.4 billion in stockholders’ equity and 37 branches. On the date of the announcement, the transaction was valued at approximately $500.1 million. Under the terms of the Agreement, WesBanco will exchange its common stock for OLBK common stock at closing, subject to customary conditions. OLBK options will be exchanged for WesBanco options, as adjusted as to exercise price and number of options to take into account the fixed exchange ratio stated in the Agreement. OLBK stockholders will be entitled to receive 0.7844 shares of WesBanco common stock per each share of OLBK common stock, which had a total value of $29.22 per share, as of the date of the announcement. The receipt by OLBK stockholders of shares of WesBanco common stock in exchange for their shares of OLBK common stock is anticipated to qualify as a tax-free exchange. The acquisition is subject to the approvals of the appropriate banking regulatory authorities. It has received the approval of the West Virginia Department of Financial Institutions and the shareholders of both companies. It is currently expected that the transaction will be completed in the fourth quarter of 2019. For the nine months ended September 30, 2019, WesBanco recorded merger-related expenses of $1.7 million related to the OLBK acquisition.

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