XML 36 R25.htm IDEA: XBRL DOCUMENT
v3.24.2.u1

ACQUISITION | 6 Months Ended
--- | ---
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITION | NOTE 16. ACQUISITION Merchants and Manufacturers Bank Corporation Effective April 1, 2024, Busey completed its previously announced acquisition of M&M, pursuant to which Busey acquired M&M and its wholly-owned subsidiary, M&M Bank, through a merger transaction. This partnership adds M&M’s Life Equity Loan® products to Busey’s existing suite of services and expands Busey’s presence in the suburban Chicago market. M&M’s results of operations were included in Busey’s results of operation beginning April 1, 2024. Merger of M&M Bank into Busey Bank Busey operated M&M Bank as a separate banking subsidiary of Busey until it was merged with Busey Bank on June 21, 2024. At the time of the bank merger, M&M Bank’s banking centers became banking centers of Busey Bank, except for M&M’s banking center located at 990 Essington Rd., Joliet, Illinois, which was closed in connection with the bank merger. Merger Consideration At the effective time of the Merger, each share of M&M common stock converted to the right to receive, at the election of each stockholder and subject to proration and adjustment as provided in the Merger Agreement, either (1) $117.74 in cash (“Cash Election”), (2) 5.7294 shares of Busey common stock (“Share Election”), or (3) mixed consideration of $34.55 in cash and 4.0481 shares of Busey common stock (“Mixed Election”). Most of the M&M common stockholders who submitted an election form by the election deadline made the Share Election to receive their Merger consideration solely in the form of shares of Busey common stock. As a result of the elections of M&M common stockholders, and in accordance with the proration and adjustment provisions of the Merger Agreement, the Merger consideration paid to M&M common stockholders was comprised of an aggregate of 1,429,304 shares of Busey common stock and an aggregate of $12.2 million in cash, allocated as follows for each share of M&M stock: (1) $117.74 in cash for the Cash Election, (2) $5.3966 in cash and 5.4668 shares of Busey common stock for the Share Election, and (3) $34.55 in cash and 4.0481 shares of Busey common stock for the Mixed Election. Pursuant to the terms of the Merger Agreement, M&M common stockholders that did not make an election or submit a properly completed election form by the election deadline of March 29, 2024, received cash consideration of $117.74 for each share of M&M common stock held. No fractional shares of Busey common stock were issued in the Merger. Fractional shares were paid in cash at the rate of $23.32 per share. Additional Merger consideration of $3.0 million was paid to redeem 300 shares of M&M preferred stock. Acquisition Accounting This transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on April 1, 2024, the date of acquisition. Fair values, including initial accounting for deferred taxes, are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available. As the total consideration paid for M&M exceeded the estimated fair value of net assets acquired, goodwill of $15.4 million was recorded as a result of the acquisition. Goodwill recorded for this transaction reflects synergies expected from the acquisition and expansion within the Chicago metropolitan market, and was assigned to the Banking operating segment. None of the goodwill recognized in the M&M acquisition is expected to be tax deductible. Acquisition Date Fair Values Estimated acquisition-date fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred, were as follows (dollars in thousands):
| April 1, 2024
Assets acquired |
Cash and cash equivalents | $ | 33,577 |
Securities | 8,086 |
Portfolio loans, net of ACL | 417,493 |
Right of use assets | 253 |
Premises and equipment | 2,045 |
Other intangible assets | 6,346 |
Accrued interest receivable | 4,992 |
Prepaid assets | 185 |
Deferred tax assets | 535 |
Accounts receivable | 42 |
Mortgage servicing rights | 55 |
Other assets | 4,632 |
Total assets acquired | 478,241 |
Liabilities assumed |
Deposits | 392,838 |
Borrowings | 43,887 |
Lease liabilities | 253 |
Other liabilities | 7,096 |
Total liabilities assumed | 444,074 |
Net assets acquired | $ | 34,167 |
Consideration paid |
Cash | $ | 15,200 |
Common stock | 34,375 |
Total consideration paid | $ | 49,575 |
Goodwill | $ | 15,408 |
Loans Purchased with Credit Deterioration A small portion of the acquired loans were PCD. The following table provides a reconciliation between the purchase price and the fair value of these loans (dollars in thousands):
| As of April 1, 2024
PCD Financial Assets |
Gross contractual receivable for PCD financial assets | $ | 29,290 |
ACL recorded for estimated uncollectible contractual cash flows specific to PCD financial assets | (1,243) |
Interest premium (discount) specific to PCD financial assets | (1,773) |
Fair value of PCD financial assets | $ | 26,274 |
Other Acquisition Costs In connection with the M&M acquisition, Busey incurred $2.1 million and $2.4 million in pre-tax acquisition expenses during the three and six months ended June 30, 2024, respectively, comprised primarily of salaries, wages and employee benefits; data processing; and professional fees, which are reported as components of noninterest expense in the accompanying Consolidated Statements of Income (Unaudited).

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration