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Mergers and Acquisitions
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Mergers and Acquisitions

 


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 $182.5 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 preliminary estimated 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 a preliminary purchase price allocation, Wesbanco recorded $228.8 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.

For the three months ended March 31, 2020, Wesbanco recorded merger-related expenses of $5.2 million associated with the OLBK acquisition.

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

 

(unaudited, 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

 

$

2,894,254

 

Core deposit and other intangible assets acquired

 

 

32,899

 

Liabilities assumed

 

 

(2,721,999

)

Net cash received in the acquisition

 

 

60,041

 

Fair value of net assets acquired

 

 

265,195

 

Goodwill recognized

 

$

228,757

 

 

 

The following table presents the preliminary allocation of the purchase price of the assets acquired and the liabilities assumed at the date of acquisition, as Wesbanco intends to finalize its accounting for the acquisition of OLBK within one year of the date of acquisition:

 

(unaudited, in thousands)

 

November 22, 2019

 

Assets acquired

 

 

 

 

Cash and due from banks

 

$

60,041

 

Securities

 

 

182,455

 

Loans

 

 

2,514,300

 

Goodwill and other intangible assets

 

 

261,656

 

Accrued income and other assets

 

 

197,499

 

Total assets acquired

 

$

3,215,951

 

Liabilities assumed

 

 

 

 

Deposits

 

$

2,375,574

 

Borrowings

 

 

286,047

 

Accrued expenses and other liabilities

 

 

60,378

 

Total liabilities assumed

 

$

2,721,999

 

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 the acquisition previously reported as of December 31, 2019:

 

(unaudited, 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

 

 

(65

)

Loans

 

 

(31,293

)

Other intangible assets

 

 

(692

)

Deferred tax assets

 

 

7,365

 

Accrued income and other assets

 

 

(1,212

)

Liabilities

 

 

 

 

Borrowings

 

 

1,283

 

Accrued expenses and other liabilities

 

 

(369

)

Fair value of net assets acquired

 

$

(24,983

)

Increase in goodwill recognized

 

 

24,983

 

Goodwill recognized as of March 31, 2020

 

$

228,757

 

 

The fair value estimates for loans (including loan classifications), premises and equipment, deferred taxes and other assets/liabilities will continue to fluctuate until the final valuations and/or appraisals are completed. The Company expects to finalize the purchase price accounting for OLBK within one year of the date of acquisition.