Mergers and Acquisitions

12 Months Ended

Dec. 31, 2021

NOTE 2. MERGERS AND ACQUISITIONS

Old Line Bancshares, Inc. (“OLBK”)

On November 22, 2019, Wesbanco completed its acquisition of OLBK, a bank holding company headquartered in Bowie, MD. On the acquisition date, OLBK had approximately $3.0 billion in assets, excluding goodwill, which included approximately $2.5 billion in loans and $182.2 million in securities. The OLBK acquisition was valued at $494.0 million, based on Wesbanco’s closing stock price on November 22, 2019, of $36.75 and resulted in Wesbanco issuing 13,351,837 shares of its common stock in exchange for all of the outstanding shares of OLBK common stock including stock options of which the fair value was $3.3 million. The assets and liabilities of OLBK were recorded on Wesbanco’s Balance Sheet at their fair values as of November 22, 2019, the acquisition date, and OLBK’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 $231.8 million in goodwill and $32.9 million in core deposit intangibles in its Community Banking 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 integration of the operations of OLBK, it is not practicable to determine revenue or net income included in Wesbanco’s operating results relating to OLBK since the date of acquisition, as OLBK’s results cannot be separately identified.

Wesbanco recorded merger-related expenses through the income statement of $6.5 million and $13.2 million associated with the OLBK acquisition for the years ended December 31, 2020 and December 31, 2019, respectively.

The final purchase price of the OLBK acquisition and resulting goodwill is summarized as follows:


(in thousands)	November 22, 2019
Purchase Price:
Fair value of Wesbanco shares issued	$	493,936
Cash consideration for outstanding OLBK shares		16
Total purchase price	$	493,952
Fair value of:
Tangible assets acquired	$	2,891,363
Core deposit and other intangible assets acquired		32,899
Liabilities assumed		(2,722,165	)
Net cash received in the acquisition		60,041
Fair value of net assets acquired		262,138
Goodwill recognized	$	231,814

The following table presents the allocation of the purchase price of the assets acquired and the liabilities assumed at the date of acquisition:


(in thousands)	November 22, 2019
Assets acquired
Cash and due from banks	$	60,041
Securities		182,171
Loans		2,514,061
Goodwill and other intangible assets		264,713
Accrued income and other assets		195,131
Total assets acquired	$	3,216,117
Liabilities assumed
Deposits	$	2,375,574
Borrowings		286,047
Accrued expenses and other liabilities		60,544
Total liabilities assumed	$	2,722,165
Net assets acquired	$	493,952

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 acquisition previously reported as of December 31, 2019:


(in thousands)	November 22, 2019
Goodwill recognized as of December 31, 2019	$	203,774
Change in fair value of net assets acquired:
Assets
Investment securities		(349	)
Loans		(31,532	)
Intangible assets		(692	)
Deferred tax assets		8,166
Premises and equipment		(3,067	)
Accrued income and other assets		(1,314	)
Liabilities
Borrowings		1,283
Accrued expenses and other liabilities		(535	)
Fair value of net assets acquired	$	(28,040	)
Increase in goodwill recognized		28,040
Goodwill recognized as of December 31, 2020	$	231,814