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Acquisition and Divestiture Activity
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisition and Divestiture Activity

NOTE 2 – ACQUISITION AND DIVESTITURE ACTIVITY

Acquisitions

 

Klein Financial, Inc.

 

Effective November 1, 2018, Old National completed the acquisition of Minnesota-based Klein through a 100% stock merger.  Klein was a bank holding company with KleinBank as its wholly-owned subsidiary.  Founded in 1907 and headquartered in Chaska, Minnesota with 18 full-service branches, KleinBank was the largest family-owned community bank serving the Twin Cities and its western communities.  Old National achieved cost savings by integrating the two companies and combining accounting, data processing, retail and lending support, and other administrative functions, which enabled Old National to achieve economies of scale in these areas.

 

Pursuant to the merger agreement, each holder of Klein common stock received 7.92 shares of Old National Common Stock per share of Klein common stock such holder owned.  The total fair value of consideration for Klein was $406.5 million, consisting of 22.8 million shares of Old National Common Stock valued at $406.5 million.  Through December 31, 2019, transaction and integration costs of $20.3 million associated with this acquisition have been expensed.  Old National does not anticipate additional expenses related to this acquisition.

 

As of September 30, 2019, Old National finalized its valuation of all assets acquired and liabilities assumed, resulting in immaterial changes to acquisition accounting adjustments.  A summary of the fair values of the acquired assets, liabilities assumed, and resulting goodwill follows (in thousands):

 

Cash and cash equivalents

 

$

60,759

 

Investment securities

 

 

697,951

 

FHLB/Federal Reserve Bank stock

 

 

2,637

 

Loans held for sale

 

 

3,371

 

Loans

 

 

1,049,073

 

Premises and equipment

 

 

32,408

 

Accrued interest receivable

 

 

7,896

 

Company-owned life insurance

 

 

36,380

 

Net deferred tax assets

 

 

6,746

 

Other real estate owned

 

 

954

 

Other assets

 

 

10,299

 

Deposits

 

 

(1,713,086

)

Securities sold under agreements to repurchase

 

 

(19,481

)

Accrued expenses and other liabilities

 

 

(17,506

)

Net tangible assets acquired

 

 

158,401

 

Definite-lived intangible assets acquired

 

 

39,017

 

Loan servicing rights

 

 

285

 

Goodwill

 

 

208,771

 

Total consideration

 

$

406,474

 

 

Goodwill related to this acquisition will not be deductible for tax purposes.

 

The estimated fair value of the core deposit intangible was $39.0 million and is being amortized over an estimated useful life of 12 years.

 

Acquired loan data for Klein can be found in the table below:

 

(in thousands)

 

Fair Value

of Acquired Loans

at Acquisition Date

 

 

Gross Contractual

Amounts Receivable

at Acquisition Date

 

 

Best Estimate at

Acquisition Date of

Contractual Cash

Flows Not Expected

to be Collected

 

Acquired receivables subject

   to ASC 310-30

 

$

11,663

 

 

$

18,568

 

 

$

4,521

 

Acquired receivables not subject

   to ASC 310-30

 

$

1,037,410

 

 

$

1,252,954

 

 

$

76,534

 

Divestitures

On October 26, 2018, Old National divested ten branches in Wisconsin to Marine Credit Union of La Crosse, Wisconsin.  At closing, the purchasers assumed $230.6 million in deposits and no loans. Old National recorded a net pre-tax gain of $14.0 million in the fourth quarter of 2018, which included a deposit premium of $15.0 million, goodwill allocation of $0.6 million, and $0.4 million of other transaction expenses.

Based on an ongoing assessment of our service and delivery network, Old National consolidated ten banking centers in 2018 and one additional banking center in 2019.  On January 21, 2020, Old National announced a plan to close 31 banking centers throughout its footprint: ten banking centers in each of Wisconsin and Indiana, five in Michigan, four in Minnesota and two in Kentucky.  The Company expects to complete the optimization during the second quarter of 2020.  In addition, Old National plans to close several non-branch facilities at a later date.