EX-99.4 4 osbc-20211201ex994a94d14.htm EX-99.4

Exhibit 99.4

UNAUDITED PRO FORMA
CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

The following tables show the condensed combined financial information for each of Old Second Bancorp, Inc. (“Old Second”) and West Suburban Bancorp, Inc. (“West Suburban”), as well as unaudited pro forma condensed combined financial information for Old Second and West Suburban reflecting the merger as of and for the nine months ended September 30, 2021, and pro forma adjustments described in the accompanying notes.

Except as otherwise noted in the footnotes to the tables, (a) the financial information included under the “Old Second Historical” column is derived from and should be read in conjunction with Old Second’s historical unaudited interim condensed financial statements and accompanying notes included in Old Second’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, and (b) the financial information under the “West Suburban Historical” column is derived from and should be read in conjunction with West Suburban’s historical unaudited condensed financial statements and accompanying notes for the period ended September 30, 2021, which are filed as Exhibit 99.2 to Old Second’s Current Report on Form 8-K/A filed on February 15, 2022.

The unaudited pro forma condensed combined financial information has been prepared to give effect to the following:

The acquisition of West Suburban by Old Second under the provision of Financial Accounting Standard Board (FASB) Accounting Standards Codification, ASC 805, “Business Combinations” where the sale of assets and liability of West Suburban will be recorded by Old Second at their respective fair values as of the date the merger is completed;

The distribution of shares of Old Second common stock to West Suburban shareholders in exchange for shares of West Suburban common stock (based on a 42.413 exchange ratio) and $271.15 in cash per share, without interest;

Certain reclassifications to conform historical West Suburban financial information presentation to Old Second; and

Transaction costs in connection with the merger.

The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2021 combines the historical consolidated balance sheets of Old Second and West Suburban, presenting the merger as if it had been consummated on September 30, 2021. The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2021, combine the historical consolidated income statements of Old Second and West Suburban, presenting the merger as if it had been consummated on January 1, 2020. You should read the accompanying Notes to the Unaudited Pro Forma Condensed Combined Balance Sheet and Income Statements.

The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only, and does not necessarily indicate the financial results of the combined company had Old Second and West Suburban actually been combined as of the dates indicated and at the beginning of the periods presented, nor does it necessarily indicate the results of operations in future periods of the future financial position of the combined entities, which could differ materially from those shown in this information. The unaudited pro forma condensed combined financial information does not reflect the benefits of expected synergies, anticipated cost savings, or other factors that may result as a consequence of the merger. The unaudited pro forma condensed combined financial information also does not consider any potential effect of changes in market conditions or interest rates on revenues or the impact of changes in Old Second’s stock price. As explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the merger.

As of the date of these pro formas, Old Second has not yet completed the valuation analysis and calculations at the level of detail required to obtain the necessary estimates of the fair market values of the West Suburban assets to be acquired or liabilities to be assumed, other than a preliminary estimate for intangible assets and certain financial assets and liabilities. Therefore, certain West Suburban assets and liabilities are presented at their respective carrying amounts and should be considered preliminary values. A final determination of the fair values of West Suburban’s assets and liabilities will be obtained based on actual West Suburban’s actual asset and liabilities as of the closing date. Actual adjustments may differ from the amounts reflected in the unaudited pro forma condensed combined financial information, and the differences may be material.


Due to the preliminary estimates for the pro forma purchase price and valuation analysis as noted above, the pro forma adjustments presented are to be considered preliminary and subject to change as additional information becomes available, and the final closing balances are known. The preliminary pro forma adjustments have been presented solely for the purpose of providing the unaudited pro forma condensed combined financial information.

A final determination of the fair value of West Suburban’s assets and liabilities will be based on West Suburban’s actual assets and liabilities as of the closing date. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to goodwill, deferred taxes and other assets and liabilities and may impact the combined company’s statement of income.


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

September 30, 2021

Purchase Accounting Adjustments

Other,

(in Thousands)

Historical

Historical

Fair Value

Including

Proforma

    

Old Second

    

West Suburban

Marks

Financing

Reference

Combined

Assets

Cash and cash equivalents

$

519,253

$

132,807

$

-

$

(100,679)

A

$

551,381

Investment securities

715,188

1,125,208

(9,303)

-

B

1,831,093

Federal Home Loan Bank Chicago ("FHLBC") and Federal Reserve Bank Chicago ("FRBC") stock

9,917

3,340

-

-

13,257

Loans held-for-sale

3,009

-

-

-

3,009

Loans

1,867,942

1,549,649

(9,012)

-

C

3,408,579

Less: allowance for credit losses on loans

26,949

19,108

(7,033)

12,232

D, E

51,256

Net loans

1,840,993

1,530,541

(1,979)

(12,232)

3,357,323

Premises and equipment, net

44,120

50,909

(2,807)

-

F

92,222

Goodwill and core deposit intangible

20,433

713

68,365

-

G, H

89,511

Bank-owned life insurance ("BOLI")

64,265

40,120

-

-

104,385

Other assets

57,954

18,558

1,097

11,704

I

89,313

Total assets

$

3,275,132

$

2,902,196

$

55,373

$

(101,207)

$

6,131,494

Liabilities

Noninterest bearing deposits

$

1,037,638

$

388,847

$

-

$

-

$

1,426,485

Interest bearing deposits

1,676,691

2,245,433

3,137

J

3,925,261

Total deposits

2,714,329

2,634,280

3,137

-

5,351,746

Short-term borrowings

42,962

5,000

-

-

47,962

Long-term debt

149,572

-

-

-

149,572

Other liabilities

47,037

16,838

1,693

31,000

K

96,568

Total liabilities

2,953,900

2,656,118

4,830

31,000

5,645,848

Stockholders’ Equity

Common stock

34,957

3,086

(3,086)

9,748

A, L

44,705

Additional paid-in capital

121,074

12,079

(12,079)

80,372

M

201,446

Retained earnings

262,513

227,646

(227,646)

(29,288)

N, O

233,225

Accumulated other comprehensive income

12,249

3,267

(3,267)

-

12,249

Treasury stock

(109,561)

-

-

103,582

L

(5,979)

Total stockholders’ equity

321,232

246,078

(246,078)

164,414

485,646

Total liabilities and stockholders’ equity

$

3,275,132

$

2,902,196

$

(241,248)

$

195,414

$

6,131,494

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information


UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

For the Nine Months Ended September 30, 2021

Historical

Historical

Fair Value

Pro Forma

(in Thousands, except for per share data)

    

Old Second

    

West Suburban

Adjustments

Reference

    

Combined

Interest and dividend income

Loans, including fees

$

64,337

$

44,018

$

3,420

P

$

111,775

Loans held-for-sale

132

-

-

132

Investment securities

9,133

10,799

19,932

Other

774

81

-

855

Total interest and dividend income

74,376

54,898

3,420

132,694

Interest expense

Deposits

1,906

3,282

(1,350)

Q

3,838

Borrowings

4,355

44

-

4,399

Total interest expense

6,261

3,326

(1,350)

8,237

Net interest and dividend income

68,115

51,572

4,770

124,457

Provision for credit losses

(8,000)

250

-

E

(7,750)

Net interest and dividend income after provision for credit losses

76,115

51,322

4,770

132,207

Noninterest income

Trust income

6,912

902

-

7,814

Service charges on deposits

3,784

1,972

-

5,756

Mortgage banking revenue

10,080

-

-

10,080

BOLI related income

1,163

446

-

1,609

Card related income

4,737

2,950

-

7,687

Other income, including securities gains/(losses), net

1,883

11,347

-

13,230

Total noninterest income

28,559

17,617

-

46,176

Noninterest expense

Salaries and employee benefits

39,366

22,296

-

61,662

Occupancy, furniture and equipment

7,188

12,147

-

19,335

Computer and data processing

4,079

3,882

-

7,961

Merger-related expense

-

-

-

-

Other expense

14,635

5,729

2,216

R

22,580

Total noninterest expense

65,268

44,054

2,216

111,538

Income before income taxes

39,406

24,885

2,554

66,845

Provision for income taxes

10,295

6,582

715

S

17,592

Net income

$

29,111

$

18,303

$

1,839

$

49,253

Basic earnings per share

$

1.01

$

47.31

$

1.08

Diluted earnings per share

0.99

47.31

1.07

Dividends declared per share

0.11

10.00

0.11

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information


NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1: Basis of Presentation

The proforma condensed combined financial information and explanatory notes have been prepared to illustrate the effects of the merger under the acquisition method of accounting with Old Second as the acquirer. The pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial condition or results of the combined companies had the companies actually been combined at the beginning of the periods presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of the combined company. Under the acquisition method of accounting, the assets and liabilities of West Suburban, as of the effective date of the merger, will be recorded by Old Second at their respective fair values and the excess of the merger consideration over the fair value of West Suburban’s net assets will be allocated to goodwill.

The merger provides that West Suburban shareholders will receive (a) $271.15 cash consideration for each share of West Suburban common stock they hold immediately prior to the merger, and (b) 42.413 shares of Old Second common stock for each share of West Suburban common stock they hold immediately prior to the merger. The implied value of the merger consideration to West Suburban shareholders is $792.83 per share, or a total of $294.4 million, based on the closing stock price of Old Second common stock of $12.30 per share as of November 30, 2021.

The pro forma allocation of the purchase price presented in the pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger is consummated. Adjustments may include, but are not limited to, changes in (a) West Suburban’s balance sheet and operating results through the effective time of the merger; (b) the aggregate value of the merger consideration paid if the share price of the Old Second common stock varies from the assumed $12.30 per share; (c) total merger related expenses and implementation costs vary from currently estimated amounts included herein; and (d) the underlying values of assets and liabilities if market and credit conditions differ from current assumptions.

Note 2: Preliminary Purchase Price

The pro forma adjustments include the estimated purchase accounting entries to record the merger transaction. The excess of the purchase price over the fair value of net assets acquired, net of deferred taxes, is allocated to goodwill. Estimated fair value adjustments included in the pro forma condensed combined financial statement are based upon available information and certain assumptions considered reasonable, and may be revised as additional information becomes available.


The following table summarizes the determination of the purchase price consideration from the November 30, 2021, price, and its impact on the preliminary goodwill estimate.

November 30, 2021

Stock Consideration:

Common shares of West Suburban

371,304

Exchange ratio

42.413

Old Second common shares issued

15,748,117

Price per share of Old Second common stock as of November 30, 2021

$

12.30

Preliminary fair value of consideration for common stock

$

193,701,834

Cash Consideration:

Common shares of West Suburban

371,304

Fixed cash consideration rate per share

$

271.15

Preliminary fair value of cash consideration

$

100,679,080

Total pro forma purchase price consideration

$

294,380,913

Preliminary goodwill

$

51,352,913


West Suburban Net Assets at Fair Value

September 30, 2021

(in thousands)

Assets

Cash and cash equivalents

$

132,807

Investment securities

1,115,905

FHLBC and FRBC stock

3,340

Loans held-for-sale

-

Net loans

1,528,562

Premises and equipment, net

48,102

Core deposit intangible

14,772

BOLI

40,120

Other assets

20,368

Total assets acquired

$

2,903,976

Liabilities

Noninterest bearing deposits

$

388,847

Interest bearing deposits

2,248,570

Total deposits

2,637,417

Short-term borrowings

5,000

Long-term debt

-

Other liabilities

18,531

Total liabilities assumed

2,660,948

Net assets acquired

$

243,028

Preliminary goodwill

$

51,353

Note 3: Pro Forma Adjustments to Unaudited Condensed Combined Financial Information

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All adjustments are based on preliminary assumptions and valuations, which are subject to change.

(A)Adjustments to cash to reflect the estimated cash component of the merger consideration of $100.7 million, based on 371,304 shares of West Suburban common stock outstanding as of November 30, 2021.

(B)Adjustment to West Suburban held-to-maturity investment securities to reflect the estimated fair value based on estimates of expected cash flows and current interest rates.

(C)Adjustment to West Suburban loans reflects estimated fair value adjustments, which include the adjustment for the credit component of the loan portfolio, the purchased credit deteriorated (“PCD”) loan CECL gross up, and the adjustment related to current interest rates and liquidity. There were no unaccreted discounts or premiums on acquired loans on West Suburban’s books to reverse. The adjustment includes the following:

(in thousands)

September 30, 2021

Estimate of fair value adjustments for the credit component on acquired loans

$

(24,210)

Estimate of PCD loan CECL gross-up

12,075

Estimate of fair value related to current interest rates and liquidity

3,123

Net fair value pro forma loan adjustments

$

(9,012)


(D)Adjustments to allowance for credit losses include the following:

(in thousands)

September 30, 2021

Reversal of historical West Suburban allowance for loan and lease losses

$

(19,108)

Increase in allowance for credit losses for gross-up for estimate of lifetime credit losses for PCD loans

12,075

Total fair value adjustments to allowance for credit losses

(7,033)

Provision for estimated lifetime credit losses for non-PCD loans

12,232

Total transaction accounting adjustments to allowance for credit losses

$

5,199

(E)Provision for estimated lifetime credit losses for non-PCD loans of $12.2 million to be recorded immediately following the consummation of the merger.

(F)Adjustment to reflect preliminary estimate of fair value of premises and equipment.

(G)Adjustment to eliminate the historical goodwill of West Suburban of $713,000 and to record estimated goodwill associated with the merger of $51.4 million.

(H)Adjustment to record an estimated core deposit intangible $14.8 million associated with the merger.

(I)Adjustments to deferred tax assets to reflect the effects of the acquisition accounting adjustments, the $12.2 million provision for credit losses for non-PCD loans and $31.0 million estimated professional, legal and other contractually-obligated merger expenses. The tax effect of acquisition related adjustments is calculated at a 28% tax rate.

(J)Adjustment to reflect preliminary estimate of fair value of interest-bearing deposits with maturities.

(K)Adjustment to other liabilities to reflect estimated deferred tax liabilities related to the effects of acquisition adjustments, as well as estimated accruals for merger-related professional, legal and other contractually obligated merger expenses expected to be incurred.

(L)Adjustment of $(3.1) million to eliminate historical West Suburban common stock and to record the issuance of 9.7 million shares of newly issued Old Second common stock, at $1.00 par value per share, and 6.0 million shares of Old Second common stock held in treasury at a historical cost of $103.6 million, to holders of West Suburban common stock, based on 371,304 shares of West Suburban common stock outstanding on November 30, 2021, multiplied by the exchange ratio of 42.413 shares of Old Second common stock for each share of West Suburban common stock.

Shares to be issued from treasury stock 5,997,911

Shares to be issued from common stock 9,750,206

Total Old Second common stock to be issued15,748,117

(M)Adjustment to eliminate West Suburban additional paid-in capital of $12.1 million and to reflect the issuance of Old Second common stock in excess of par value of $80.4 million.

(N)Adjustment to eliminate the retained earnings and the accumulated other comprehensive income of West Suburban.

(O)Adjustment to reflect the after-tax impact to retained earnings of the day two provision for credit losses, as well as the estimated accruals for merger-related professional, legal and other contractually obligated merger expenses expected to be incurred.

(P)Adjustments to record estimated accretion of discounts on loans associated with the merger.

(Q)Adjustments to record estimated amortization of premiums on interest-bearing deposits associated with the merger.

(R)Adjustments to record estimated amortization of core deposit premium associated with the merger.

(S)Adjustments due to the tax effect of the day two provision for credit losses, as well as the estimated accruals for merger-related professional, legal and other contractually obligated merger expenses expected to be incurred, calculated at a 28% tax rate