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Acquisition | 6 Months Ended
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Jun. 30, 2022
Acquisition |
Acquisition | Note 2 – Acquisition ​ On December 1, 2021, the Company completed its acquisition of West Suburban Bancorp, Inc. (“West Suburban”), a bank holding company, and its wholly owned subsidiary, West Suburban Bank, based in Lombard, Illinois, with operations throughout our existing market footprint. This acquisition brought increased scale and new markets to the Company, and provided new product offerings and line of business opportunities. At closing, the Company acquired $2.94 billion of assets, $1.50 billion of loans, $1.07 billion of securities, and $2.69 billion of deposits, net of fair value adjustments. Under the terms of the merger agreement, each outstanding share of West Suburban common stock was exchanged for 42.413 shares of Company common stock, plus $271.15 of cash. This resulted in merger consideration of $295.2 million, based on the closing price of the Company’s common stock on the date of acquisition, which consisted of 15.7 million shares of the Company’s common stock and $100.7 million of cash. Goodwill of $67.7 million associated with the acquisition was recorded by the Company, which was the result of expected synergies, operational efficiencies and other factors. ​ The acquisition of West Suburban was accounted for as a business combination. We recorded the estimate of fair value based on initial valuations available at December 1, 2021. The determination of estimated fair value required management to make assumptions related to discount rates, expected future cash flows, market conditions and other future events that are often subjective in nature and may require adjustments. Accordingly, these estimated fair values are considered preliminary as of June 30, 2022, and are subject to adjustment for up to one year after December 1, 2021. These adjustments may include: (i) changes in deferred tax assets or liabilities related to fair value estimates and changes in the expected realization of items considered to be net operating loss carryforwards due to tax calculations still in process, and (ii) changes in goodwill as a result of the net effect of any adjustments. No adjustments were identified during the quarter ended June 30, 2022. None of the $67.7 million of goodwill recorded is expected to be deductible for income tax purposes. ​ The following table provides the preliminary purchase price allocation as of the December 1, 2021 closing date of the merger for the estimated fair value of the assets acquired and liabilities assumed, as recorded by the Company. ​
​ | ​ | ​ | ​
West Suburban Acquisition Summary
As of Date of Acquisition
​ | ​ | ​ | ​
​ | ​ | December 1, 2021
Assets | ​ | ​ | ​
Cash and due from banks | ​ | $ | 16,794
Interest bearing deposits with financial institutions | ​ | ​ | 232,880
Securities available-for-sale and held-to maturity, at fair value | ​ | ​ | 1,067,517
FHLBC stock | ​ | ​ | 3,340
Loans, net of allowance for credit losses Day One PCD loan adjustment | ​ | ​ | 1,500,974
Premises and equipment | ​ | ​ | 47,456
Other real estate owned | ​ | ​ | 5,552
Core deposit intangible | ​ | ​ | 14,772
Deferred tax assets | ​ | ​ | 2,093
Other assets | ​ | ​ | 52,710
Total assets | ​ | $ | 2,944,088
​ | ​ | ​ | ​
Liabilities | ​ | ​ | ​
Noninterest bearing demand | ​ | $ | 1,070,980
Savings, NOW and money market | ​ | ​ | 1,408,051
Time | ​ | ​ | 215,205
Total deposits | ​ | ​ | 2,694,236
Reserve for unfunded commitments | ​ | ​ | 1,787
Other liabilities | ​ | ​ | 20,629
Total liabilities | ​ | ​ | 2,716,652
​ | ​ | ​ | ​
Cash consideration paid | ​ | ​ | 100,679
Stock issued for acquisition | ​ | ​ | 194,484
Total Liabilities Assumed and Cash and Stock Consideration Paid for Acquisition | ​ | $ | 3,011,815
Goodwill | ​ | $ | 67,727
​ ​ Expenses related to the West Suburban acquisition totaled $3.3 million and $8.9 million for the three month and six month periods ended June 30, 2022 respectively, and $13.2 million during the year ended December 31, 2021, and are reported within noninterest expense based on the line items impacted, which are primarily salaries and employee benefits, occupancy, furniture and equipment, computer and data processing, legal fees, and other expense in the Consolidated Statements of Income. ​ Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered purchased credit deteriorated (“PCD”) loans. For PCD loans, the initial estimate of expected credit losses was recognized in the allowance for credit losses (“ACL”) on the date of acquisition using the same methodology as other loans and leases held-for-investment. The following table provides a summary of loans purchased as part of the West Suburban acquisition which were individually evaluated and determined to be PCD loans at acquisition. ​
​ | ​ | ​ | ​
​ | ​ | As of
West Suburban Acquired PCD Loans | ​ | December 1, 2021
Par value of acquired loans | ​ | $ | 108,241
Allowance for credit losses | ​ | ​ | (12,075)
Non-credit discount | ​ | ​ | (1,723)
Purchase price of PCD loans at acquisition | ​ | $ | 94,443
​ The following table presents the carrying amount of all acquired loans as of June 30, 2022 and December 21, 2021, including loans that, as of the acquisition date, had not experienced a more-than-insignificant deterioration in credit quality since origination (“non-PCD loans”): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Acquired Loan Detail | ​ | As of June 30, 2022 | ​ | ​ | As of December 31, 2021
​ | ​ | PCD | ​ | Non-PCD | ​ | Total | ​ | ​ | PCD | ​ | Non-PCD | ​ | Total
West Suburban acquired loans | ​ | $ | 80,224 | ​ | $ | 1,220,474 | ​ | $ | 1,300,698 | ​ | ​ | $ | 102,409 | ​ | $ | 1,418,752 | ​ | $ | 1,521,161
ABC Bank acquired loans | ​ | ​ | 2,125 | ​ | ​ | 47,518 | ​ | ​ | 49,643 | ​ | ​ | ​ | 4,547 | ​ | ​ | 64,236 | ​ | ​ | 68,783
Talmer Bank acquired loans | ​ | ​ | - | ​ | ​ | 44,034 | ​ | ​ | 44,034 | ​ | ​ | ​ | - | ​ | ​ | 45,858 | ​ | ​ | 45,858
Total acquired loans net book value | ​ | $ | 82,349 | ​ | $ | 1,312,026 | ​ | $ | 1,394,375 | ​ | ​ | $ | 106,956 | ​ | $ | 1,528,846 | ​ | $ | 1,635,802
Accretion recorded on acquired loans year to date | ​ | $ | 566 | ​ | $ | 3,342 | ​ | $ | 3,908 | ​ | ​ | $ | 401 | ​ | $ | 565 | ​ | $ | 966
​

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