Note 2—Mergers and Acquisitions

Generally, acquisitions are accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. Both the purchased assets and liabilities assumed are recorded at their respective acquisition date fair values. Acquisition-related costs are expensed separately from the acquisition. Restructuring costs that the acquirer expected but was not obligated to incur are expensed separately from the business combination. Determining the fair value of assets and liabilities, especially the loan portfolio and foreclosed real estate, is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available.

First Financial Holdings, Inc. Merger

On July 26, 2013, the Company acquired all of the outstanding common stock of First Financial Holdings, Inc. ("FFCH"), of Charleston, South Carolina, the bank holding company for First Federal Bank ("First Federal"), in a stock transaction. FFCH common shareholders received 0.4237 shares of the Company's common stock in exchange for each share of FFCH common stock, resulting in the Company issuing 7,018,274 shares of its common stock. Each outstanding share of FFCH Fixed Rate Cumulative Perpetual Preferred Stock, Series A ("FFCH Preferred Stock"), was converted into the right to receive one share of preferred stock of the Company, designated Series A Fixed Rate Cumulative Perpetual Preferred Stock and having such rights, preferences and privileges as are not materially less favorable than the rights, preferences and privileges of the FFCH Preferred Stock. In total, the purchase price for the FFCH acquisition was $447.0 million including $65.0 million in preferred stock and the value of "in the money" outstanding stock options (i.e., stock options for which the exercise price of the stock option is below the market price of the underlying stock) totaling $530,000.

The FFCH transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date. Fair values are preliminary and subject to refinement for up to a year after the closing date of the acquisition. The Company expects to record adjustments of the fair values of the following assets over the next three to six months, which will result in adjustments to recorded goodwill: Loans, other real estate owned, deferred tax asset, and FDIC receivable for loss share agreements.

The following table presents the assets acquired and liabilities assumed as of July 26, 2013, as recorded by FFCH on the acquisition date and initial and subsequent fair value adjustments.

(Dollars in thousands)	As Recorded by FFCH			Initial Fair Value Adjustments			Subsequent Fair Value Adjustments			As Recorded by the Company

Assets
Cash and cash equivalents	$	174,082		$	—		$	—		$	174,082
Investment securities		313,200			(1,388)	(a)		—			311,812
Loans held for sale		19,858			6	(b)		—			19,864
Loans		2,355,527			(92,720)	(b)		1,320	(b)		2,264,127
Premises and equipment		82,399			(5,435)	(c)		—			76,964
Intangible assets		7,037			33,738	(d)		—			40,775
Mortgage servicing rights		19,156			—			—			19,156
Other real estate owned		13,271			(2,065)	(e)		416	(e)		11,622
FDIC receivable for loss sharing agreement		47,459			(18,122)	(f)(k)		54	(f)		29,391
Bank owned life insurance		51,513			—			—			51,513
Deferred tax asset		(5,279	)		42,741	(g)		(979)	(g)		36,483
Other assets		47,257			(6,125)	(h)		1,532	(l)		42,664


Total assets	$	3,125,480		$	(49,370	)	$	2,343		$	3,078,453




Liabilities
Deposits:
Noninterest-bearing	$	430,517		$	—		$	—		$	430,517
Interest-bearing		2,083,495			7,801	(i)		—			2,091,296


Total deposits		2,514,012			7,801			—			2,521,813
Federal funds purchased and securities sold under agreements to repurchase		—			—			—			—
Other borrowings		280,187			21,526	(j)		—			301,713
Other liabilities		25,584			(2,059)	(k)		586	(k)		24,111


Total liabilities		2,819,783			27,268			586			2,847,637


Net identifiable assets acquired over (under) liabilities assumed		305,697			(76,638	)		1,757			230,816
Goodwill		—			217,894			(1,757	)		216,137


Net assets acquired over liabilities assumed	$	305,697		$	141,256		$	—		$	446,953




Consideration:
Common shares issued		7,018,274
Purchase price per share of the Company's common stock	$	54.34


Company common stock issued and cash exchanged for fractional shares		381,423
Cash paid for stock options outstanding		530
Assumption of preferred stock		65,000


Fair value of total consideration transferred	$	446,953

Explanation of fair value adjustments

(a)—Adjustment reflects marking the securities portfolio to fair value as of the acquisition date.

(b)—Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired loan portfolio and excludes the allowance for loan losses recorded by FFCH.

(c)—Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired premises and equipment.

(d)—Adjustment reflects the recording of the core deposit intangible on the acquired deposit accounts and other intangibles for credit cards and customer lists.

(e)—Adjustment reflects the fair value adjustments to OREO based on the Company's evaluation of the acquired OREO portfolio.

(f)—Adjustment reflects the fair value adjustments to the FDIC receivable for loss sharing agreements based on the Company's evaluation of the losses on the acquired assets covered under loss share agreements with the FDIC net of any clawback.

(g)—Adjustment to record deferred tax asset related to fair value adjustments.

(h)—Adjustment reflects uncollectible portion of accrued interest receivable and loan fees receivable.

(i)—Adjustment arises since the rates on interest-bearing deposits are higher than rates available on similar deposits as of the acquisition date.

(j)—Adjustment reflects the fair value adjustment which was equal to the prepayment fee paid to fully pay off the FHLB advances on July 26, 2013. This fair value adjustment and the fair value adjustment of the junior subordinated debt were determined based upon interest rates.

(k)—Adjustment reflects the reclassification of the clawback to net against the FDIC receivable, the incremental accrual for employee related benefits, lease liabilities, and adjustment of other miscellaneous accruals.

(l)—Adjustment reflects the adjustment for miscellaneous receivables.

The operating results of the Company for the year ended December 31, 2013, include the operating results of the acquired assets and assumed liabilities for the 158 days subsequent to the acquisition date of July 26, 2013. Merger-related charges of $19.7 million are recorded in the consolidated statement of income and include incremental costs related to closing the acquisition, including legal, accounting and auditing, investment banker cost, termination of certain employment related contracts, travel costs, printing, supplies and other costs.

The following table discloses the impact of the merger with FFCH (excluding the impact of merger-related expenses) since the acquisition on July 26, 2013 through December 31, 2013. The table also presents certain pro forma information as if FFCH had been acquired on January, 1 2012. These results combine the historical results of FFCH in the Company's consolidated statement of income and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2013 or January 1, 2012.

Merger-related costs of $22.8 million from the Savannah and FFCH acquisitions are included in the Company's consolidated statements of income for the year ended December 31, 2013, and are not included in the pro forma information below. In particular, no adjustments have been made to the pro forma information to eliminate the provision for loan losses for the years ended December 31, 2013 and 2012 of FFCH in the amount of $6.4 million and $20.1 million, respectively. No adjustments have been made to reduce the impact of any OREO write downs recognized by FFCH in either the years ended December 31, 2013 or 2012. In addition, expenses related to systems conversions and other costs of integration are expected to be recorded during 2014. The Company expects to achieve further operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts below:

(Dollars in thousands)	Actual since Acquisition (July 26, 2013 through December 31, 2013)		Pro Forma Year Ended December 31, 2013		Pro Forma Year Ended December 31, 2012

Total revenues (net interest income plus noninterest income)	$	75,206	$	438,625	$	480,672
Net income available to the common shareholder	$	17,619	$	80,624	$	54,529

The Savannah Bancorp, Inc. Acquisition

On December 13, 2012, the Company acquired all of the outstanding common stock of The Savannah Bancorp, Inc. ("Savannah"), a bank holding company based in Savannah, Georgia, in a stock transaction. Savannah common shareholders received 0.2503 shares of the Company's common stock in exchange for each share of Savannah common stock, resulting in the Company issuing 1,802,137 shares of common stock. In total, the purchase price for the Savannah acquisition was $68.9 million including the value of "in the money" outstanding stock options (i.e., stock options for which the exercise price of the stock option is below the market price of the underlying stock) totaling $63,000.

The Savannah transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at fair value on the acquisition date.

The following table presents the assets acquired and liabilities assumed as of December 13, 2012, as recorded by Savannah on the acquisition date and initial and subsequent fair value adjustments.

(Dollars in thousands)	As Recorded by Savannah			Fair Value Adjustments			Subsequent Fair Value Adjustments			As Recorded by the Company

Assets
Cash and cash equivalents	$	86,244		$	—		$	—		$	86,244
Investment securities		75,460			(1,288)	(a)		31	(a)		74,203
Loans		660,555			(59,196)	(b)		—			601,359
Premises and equipment		12,555			(1,843)	(c)		(260)	(c)		10,452
Intangible assets		3,357			9,546	(d)		15	(d)		12,918
Other real estate owned and repossessed assets		13,934			(5,315)	(e)		(1,513)	(e)		7,106
Bank owned life insurance		6,705			—			—			6,705
Deferred tax asset		(790	)		39,143	(f)		(202)	(f)		38,151
Other assets		8,497			(2,348)	(g)		(893)	(k)		5,256


Total assets	$	866,517		$	(21,301	)	$	(2,822	)	$	842,394




Liabilities
Deposits:
Noninterest-bearing	$	129,902		$	—		$	—		$	129,902
Interest-bearing		619,198			2,530	(h)		—			621,728


Total deposits		749,100			2,530			—			751,630
Federal funds purchased and securities sold under agreements to repurchase		13,491			—			—			13,491
Other borrowings		30,613			(232)	(i)		—			30,381
Other liabilities		8,026			6,657	(j)		(311)	(j)		14,372


Total liabilities		801,230			8,955			(311	)		809,874


Net identifiable assets acquired over (under) liabilities assumed		65,287			(30,256	)		(2,511	)		32,520
Goodwill		—			33,886			2,511			36,397


Net assets acquired over liabilities assumed	$	65,287		$	3,630		$	—		$	68,917




Consideration:
Common shares issued		1,802,137
Purchase price per share of the Company's common stock	$	38.20


Company common stock issued and cash exchanged for fractional shares		68,854
Cash paid for stock options outstanding		63


Fair value of total consideration transferred	$	68,917

Explanation of fair value adjustments

(a)—Adjustment reflects marking the available-for-sale portfolio to fair value as of the acquisition date.

(b)—Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired loan portfolio and excludes the allowance for loan losses recorded by Savannah.

(c)—Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired premises and equipment.

(d)—Adjustment reflects the recording of the core deposit intangible on the acquired deposit accounts and other intangibles for non-compete agreements and customer lists.

(e)—Adjustment reflects the fair value adjustments to OREO based on the Company's evaluation of the acquired OREO portfolio.

(f)—Adjustment to record deferred tax asset related to purchase accounting adjustments.

(g)—Adjustment reflects uncollectible portion of accrued interest receivable.

(h)—Adjustment arises since the rates on interest-bearing deposits are higher than rates available on similar deposits as of the acquisition date.

(i)—Adjustment reflects the prepayment fee paid when FHLB advances were completely paid off in December of 2012 and the fair value adjustment based on the Company's evaluation of the junior subordinated debt.

(j)—Adjustment reflects the incremental accrual for employee related benefits, asset sale termination fee and other liabilities.

(k)—Adjustment reflects the adjustment for miscellaneous receivables.

Peoples Bancorporation Acquisition

On April 24, 2012, the Company acquired all of the outstanding common stock of Peoples Bancorporation, Inc. ("Peoples"), a bank holding company based in Easley, South Carolina, in a stock transaction. Peoples common shareholders received 0.1413 shares of the Company's common stock in exchange for each share of Peoples stock, resulting in the Company issuing 1,002,741 common shares at a fair value of $31.1 million. Peoples' preferred stock (including accrued and unpaid dividend) issued under the U.S. Treasury's Troubled Asset Relief Program ("TARP") were purchased by the Company for $13.4 million and retired as part of the merger transaction. In total, the purchase price was $44.5 million including the value of the outstanding options to purchase common stock assumed in the merger.

The Peoples transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at fair value on the acquisition date.

The following table presents the assets acquired and liabilities assumed as of April 24, 2012, as recorded by Peoples on the acquisition date and initial and subsequent fair value adjustments.

(Dollars in thousands)	As Recorded by Peoples		Initial Fair Value Adjustments			Subsequent Fair Value Adjustments			As Recorded by the Company

Assets
Cash and cash equivalents	$	24,459	$	—		$	—		$	24,459
Investment securities		176,334		(442)	(a)		—			175,892
Loans		262,858		(28,613)	(b)		—			234,245
Premises and equipment		10,094		3,240	(c)		(38)	(c)		13,296
Intangible assets		—		2,930	(d)		—			2,930
Other real estate owned and repossessed assets		13,257		(5,341)	(e)		188	(e)		8,104
Deferred tax asset		4,702		11,669	(f)		197	(f)		16,568
Other assets		17,588		(883)	(g)		—			16,705


Total assets	$	509,292	$	(17,440	)	$	347		$	492,199




Liabilities
Deposits:
Noninterest-bearing	$	54,884	$	—		$	—		$	54,884
Interest-bearing		378,781		1,405	(h)		—			380,186


Total deposits		433,665		1,405			—			435,070
Other borrowings		9,542		—			—			9,542
Other liabilities		4,291		2,054	(i)		700	(i)		7,045


Total liabilities		447,498		3,459			700			451,657


Net identifiable assets acquired over (under) liabilities assumed		61,794		(20,899	)		(353	)		40,542
Goodwill		—		3,654			353			4,007


Net assets acquired over (under) liabilities assumed	$	61,794	$	(17,245	)	$	—		$	44,549




Consideration:
Common shares issued		1,002,741
Purchase price per share of the Company's common stock	$	31.06


Company common stock issued and cash exchanged for fractional shares		31,160
Cash paid for stock options outstanding		96
Cash paid for TARP preferred stock		13,293


Fair value of total consideration transferred	$	44,549

Explanation of fair value adjustments

(a)—Adjustment reflects marking the available-for-sale portfolio to fair value as of the acquisition date.

(b)—Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired loan portfolio and excludes the allowance for loan losses recorded by Peoples Bancorporation, Inc.

(c)—Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired premises and equipment.

(d)—Adjustment reflects the recording of the core deposit intangible on the acquired deposit accounts and other intangibles for non-compete agreements.

(e)—Adjustment reflects the fair value adjustments to OREO based on the Company's evaluation of the acquired OREO portfolio.

(f)—Adjustment to record deferred tax asset related to purchase accounting adjustments.

(g)—Adjustment reflects uncollectible portion of accrued interest receivable.

(h)—Adjustment arises since the rates on interest-bearing deposits are higher than rates available on similar deposits as of the acquisition date.

(i)—Adjustment reflects the incremental accrual for SERP termination, other employee related benefits, and other liabilities.

BankMeridian Acquisition

On July 29, 2011, the Bank entered into a purchase and assumption ("P&A") agreement with loss share arrangements with the FDIC to purchase certain assets and assume substantially all of the deposits and certain liabilities of BankMeridian, N.A. A full service community bank headquartered in Columbia, South Carolina. BankMeridian operated 3 branches in total in Columbia, Spartanburg, and Hilton Head, South Carolina.

Pursuant to the P&A agreement, the Bank received a discount of $30.8 million on the assets acquired and did not pay the FDIC a premium to assume all customer deposits. Most of the loans and foreclosed real estate purchased are covered by a loss share agreement between the FDIC and the Bank. Under this loss share agreement, the FDIC has agreed to cover 80% of loan and foreclosed real estate losses. Gains and recoveries on covered assets will offset losses, or be paid to the FDIC, at the applicable loss share percentage at the time of recovery. The loss sharing agreement applicable to single family assets (loans and OREO) provides for FDIC loss sharing and Bank reimbursement to the FDIC for ten years. The loss share agreement applicable to commercial assets (loans and OREO) provides for FDIC loss sharing for five years and Bank reimbursement to the FDIC for eight years. As of the date of acquisition, we calculated the amount of such reimbursements that we expect to receive from the FDIC using the present value of anticipated cash flows from the covered assets based on the credit adjustments estimated for each pool of loans and the estimated losses on foreclosed assets. In accordance with FASB ASC Topic 805, the FDIC indemnification asset was initially recorded at its fair value, and is measured separately from the loan assets and foreclosed assets because the loss sharing agreements are not contractually embedded in them or transferable with them in the event of disposal. The balance of the FDIC indemnification asset increases and decreases as the expected and actual cash flows from the covered assets fluctuate, as loans are paid off or impaired and as loans and foreclosed assets are sold. There are no contractual interest rates on this contractual receivable from the FDIC; however, a discount was recorded against the initial balance of the FDIC indemnification asset in conjunction with the fair value measurement as this receivable will be collected over the term of the loss sharing agreement. This discount will be accreted to non-interest income over future periods.

The Bank did not immediately acquire the real estate, banking facilities, furniture or equipment of BankMeridian as a part of the P&A agreement. However, the Bank had the option to purchase the real estate and furniture and equipment from the FDIC. The term of this option expired approximately 90 days from the date of the acquisition. In September of 2011, the Bank consolidated the main BankMeridian location in Columbia into the Bank's main Columbia location, and opted not to acquire this facility. The Bank also consolidated its Spartanburg and Hilton Head locations into the locations assumed in the BankMeridian transaction during the fourth quarter of 2011. The result of these actions was no additional branch locations for the Bank.

There were no adjustments or changes to the initial fair values related to the BankMeridian acquisition within the one year time frame from the date of acquisition. The purchase accounting adjustments and the loss sharing arrangement with the FDIC significantly impact the effects of the acquired entity on the ongoing operations of the Company.

During the year ended December 31, 2011, noninterest income included a pre-tax gain of $11.0 million which resulted from the acquisition of BankMeridian. The amount of the gain was equal to the amount by which the fair value of assets acquired exceeded the fair value of liabilities assumed, and resulted from the discount bid on the assets acquired and the impact of the FDIC loss share agreement, both of which are attributable to the troubled nature of BankMeridian prior to the acquisition. The Company recognized $776,000 in merger-related expense from the BankMeridian acquisition during 2011.

Included in the FDIC indemnification asset is an expected "true up" with the FDIC related to the BankMeridian acquisition. This amount is determined each reporting period and at December 31, 2013, was estimated to be approximately $3.7 million at the end of the loss share agreement (in ten years). The actual payment will be determined at the end of the loss sharing agreement term and is based on the negative bid, expected losses, intrinsic loss estimate, and assets covered under loss share.

Habersham Bank Acquisition

On February 18, 2011, the Bank entered into a P&A agreement with loss share arrangements with the FDIC to purchase certain assets and assume substantially all of the deposits and certain liabilities of Habersham Bank ("Habersham"). A full service Georgia state-chartered community bank headquartered in Clarkesville, Georgia, Habersham operated eight branches in the northeast region of Georgia.

Pursuant to the P&A agreement, the Bank received a discount of $38.3 million on the assets acquired and did not pay the FDIC a premium to assume all customer deposits. Most of the loans and foreclosed real estate purchased are covered by a loss share agreement between the FDIC and the Bank. Under this loss share agreement, the FDIC has agreed to cover 80% of loan and foreclosed real estate losses. Gains and recoveries on covered assets will offset losses, or be paid to the FDIC, at the applicable loss share percentage at the time of recovery. The loss sharing agreement applicable to single family assets (loans and OREO) provides for FDIC loss sharing and Bank reimbursement to the FDIC for ten years. The loss share agreement applicable to commercial assets (loans and OREO) provides for FDIC loss sharing for five years and Bank reimbursement to the FDIC for eight years. As of the date of acquisition, we calculated the amount of such reimbursements that we expect to receive from the FDIC using the present value of anticipated cash flows from the covered assets based on the credit adjustments estimated for each pool of loans and the estimated losses on foreclosed assets. In accordance with FASB ASC Topic 805, the FDIC indemnification asset was initially recorded at its fair value, and is measured separately from the loan assets and foreclosed assets because the loss sharing agreements are not contractually embedded in them or transferable with them in the event of disposal. The balance of the FDIC indemnification asset increases and decreases as the expected and actual cash flows from the covered assets fluctuate, as loans are paid off or impaired and as loans and foreclosed assets are sold. There are no contractual interest rates on this contractual receivable from the FDIC; however, a discount was recorded against the initial balance of the FDIC indemnification asset in conjunction with the fair value measurement as this receivable will be collected over the term of the loss sharing agreement. This discount will be accreted to non-interest income over future periods.

The Bank did not immediately acquire the real estate, banking facilities, furniture or equipment of Habersham as a part of the P&A agreement. However, the Bank had the option to purchase the real estate and furniture and equipment from the FDIC. The term of this option expired on May 19, 2011. On May 19, 2011, the Bank notified the FDIC that it planned to acquire four bank facilities with an appraised value of approximately $6.7 million. In addition, the Bank notified the FDIC that it planned to purchase approximately $362,000 of furniture or equipment related to five locations being retained by the Bank. The Bank settled this purchase along with other settlement items on February 15, 2012 for approximately $7.2 million. These five banking facilities include both leased and owned locations. In June of 2011, the Bank closed three branches and converted the operating system of Habersham.

There were no adjustments or changes to the initial fair values related to the Habersham acquisition within the one year time frame from the date of acquisition. The purchase accounting adjustments and the loss sharing arrangement with the FDIC significantly impact the effects of the acquired entity on the ongoing operations of the Company.

For the year ended December 31, 2011, noninterest income included a pre-tax gain of $5.5 million which resulted from the acquisition of Habersham. The amount of the gain was equal to the amount by which the fair value of assets acquired exceeded the fair value of liabilities assumed, and resulted from the discount bid on the assets acquired and the impact of the FDIC loss share agreement, both of which are attributable to the troubled nature of Habersham prior to the acquisition. The Company recognized $2.6 million in merger-related expense related to the Habersham acquisition, including lease termination payments related to branch consolidations, during the year ended December 31, 2011.

There is no expected "true up" included in the FDIC indemnification asset related to this acquisition. Any potential "true up" is evaluated and reviewed each reporting period. The actual payment, if any, will be determined at the end of the loss sharing agreement term and is based on the negative bid, expected losses, intrinsic loss estimate, and assets covered under loss share.