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Business Combinations | 3 Months Ended
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Mar. 31, 2016
Business Combinations [Abstract] |
Business Combinations | NOTE 2 – Business combinations ColoEast Bankshares, Inc. On March 6, 2016, the Company entered into an agreement to acquire ColoEast Bankshares, Inc. (“ColoEast”) and its community banking subsidiary, Colorado East Bank & Trust, in an all-cash transaction for $70,000,000. Consideration could be reduced to $69,000,000 should ColoEast not achieve certain targets. ColoEast had total assets of $759,000,000, total loans of $453,000,000, and total deposits of $664,000,000 as of December 31, 2015. Colorado East Bank & Trust offers personal checking, savings, CD, money market, HSA, IRA, NOW and business accounts, as well as consumer, commercial and mortgage loans from 18 branches and one loan production office located throughout Colorado and far western Kansas. The transaction, which is expected to close during the third quarter of 2016, is subject to customary closing conditions, including approval of the merger agreement by ColoEast shareholders and receipt of required regulatory approvals. Doral Money Acquisition On February 27, 2015, the Company entered into a Purchase and Sale Agreement with the Federal Deposit Insurance Corporation (“FDIC”), in its capacity as receiver of Doral Bank, to acquire 100% of the equity of Doral Money, Inc. (“DMI”), a subsidiary of Doral Bank, and the management contracts associated with two active collateralized loan obligations (“CLOs”) with approximately $700,000,000 in assets under management. The consideration transferred in the acquisition consisted of cash paid at closing of $133,263,000 and a sales price adjustment of $2,601,000 which was accrued for at March 31, 2015 and settled on April 7, 2015, for total consideration transferred of $135,864,000. The primary purpose of the acquisition was to expand the CLO assets under management at TCA. On February 26, 2015, the Company entered into a $99,975,000 secured term loan credit facility payable to a third party, with an interest rate equal to LIBOR plus 3.5%, and a maturity date of March 31, 2015. The proceeds from the loan were used by the Company to partially fund the DMI acquisition. The acquisition was completed on March 3, 2015, at which time the Company also repaid the $99,975,000 third party secured term loan credit facility in full by delivering the securities issued by the CLOs that were acquired from DMI with an acquisition date fair value of $98,316,000 and cash representing payments received on the CLO securities in the amount of $1,659,000. A summary of the fair values of assets acquired, liabilities assumed, net consideration transferred, and the resulting bargain purchase gain is as follows:
|  | Initial Values |  |  | Measurement |  |  |  |  |
|  | Recorded at |  |  | Period |  |  | Adjusted |
(Dollars in thousands) |  | Acquisition Date |  |  | Adjustments |  |  | Values |
Assets acquired: |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 8,273 |  |  | $ | — |  |  | $ | 8,273 |
CLO Securities |  |  | 98,316 |  |  |  | — |  |  |  | 98,316 |
Intangible asset - CLO management contracts |  |  | 1,918 |  |  |  | — |  |  |  | 1,918 |
Loans |  |  | 36,765 |  |  |  | 900 |  |  |  | 37,665 |
Prepaid corporate income tax |  |  | 3,014 |  |  |  | 1,688 |  |  |  | 4,702 |
Other assets |  |  | 772 |  |  |  | — |  |  |  | 772 |
|  |  | 149,058 |  |  |  | 2,588 |  |  |  | 151,646 |
Liabilities assumed: |  |  |  |  |  |  |  |  |  |  |  |
Deferred tax liability |  |  | 663 |  |  |  | — |  |  |  | 663 |
Other liabilities |  |  | 22 |  |  |  | (20 | ) |  |  | 2 |
|  |  | 685 |  |  |  | (20 | ) |  |  | 665 |
Fair value of net assets acquired |  |  | 148,373 |  |  |  | 2,608 |  |  |  | 150,981 |
Net consideration transferred |  |  | 135,864 |  |  |  | — |  |  |  | 135,864 |
Bargain purchase gain |  | $ | (12,509 | ) |  | $ | (2,608 | ) |  | $ | (15,117 | )
The Company completed the acquisition via an FDIC bid process for DMI as part of the Doral Bank failure and the resulting nontaxable bargain purchase gain represents the excess of the fair value of the net assets acquired over the fair value of the net consideration transferred. The Company subsequently recorded measurement period adjustments related to the finalization of income taxes associated with the transaction and the valuation of loans acquired in the transaction, which increased the bargain purchase gain by $1,708,000 and $900,000 during the three months ended September 30, 2015 and the three months ended December 31, 2015, respectively. The Company incurred pre-tax expenses related to the acquisition of approximately $243,000 for the three months ended March 31, 2015, which are included in professional fees in the consolidated statements of income. In addition, during March 2015 the Company sold the loans acquired in the DMI acquisition to third parties for a sales price equal to their acquisition date fair value. No gains or losses were recognized on the sales.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
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