ACQUISITIONS

12 Months Ended

Dec. 31, 2021

Meridian Bancorp, Inc.

On November 12, 2021, the Company completed the acquisition of Meridian Bancorp, Inc., parent of East Boston Savings Bank (collectively "Meridian"). The transaction qualified as a tax-free reorganization for federal income tax purposes and provided a tax-free exchange to Meridian Bancorp, Inc. stockholders with respect to the common stock received in the merger. For each share of Meridian Bancorp, Inc. common stock, stockholders received 0.2750 shares of the Company's stock, with cash paid in lieu of fractional shares. Total consideration of $1.3 billion consisted of 14.3 million shares of the Company's common stock issued, as well as $11.2 million in cash paid for stock option cancellations and in lieu of fractional shares. In addition to increasing its loan and deposit base, the acquisition enabled the Company to provide a deeper product set to Meridian's customers, as well as benefit from increased operating synergies, which are expected to improve the long-term operating and financial results of the Company.

The Company accounted for the Meridian acquisition using the acquisition method pursuant to the Business Combinations Topic of the FASB ASC. Accordingly, the Company recorded pre-tax merger and acquisition expenses of $40.8 million during the twelve months ended December 31, 2021 related to the Meridian acquisition. Additionally, the acquisition method requires the acquirer to recognize the assets acquired and the liabilities assumed at their fair values as of the acquisition date. The Company used third party valuation specialists to assist in the determination of the fair value of certain assets and liabilities at the acquisition date, including loans, core deposit intangibles and time deposits. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the date of the acquisition:


	Net Assets Acquired at Fair Value
	(Dollars in thousands)
Assets
Cash	$	798,470
Investments	266
Loans (including loans held for sale)	4,908,949
Allowance for credit losses on PCD loans	(16,540)
Bank Premises and equipment	66,825
Goodwill	478,866
Core deposit and other intangibles	10,300
Other assets	125,543
Total assets acquired	6,372,679
Liabilities
Deposits	4,440,432
Borrowings	576,088
Other liabilities	46,432
Total liabilities assumed	5,062,952
Purchase price	$	1,309,727

Fair value adjustments to assets acquired and liabilities assumed are generally amortized using either an effective yield or straight-line basis over periods consistent with the average life, useful life and/or contractual term of the related assets and liabilities.

Fair values of the major categories of assets acquired and liabilities assumed were determined as follows:

Cash and Cash Equivalents

The fair values of cash and cash equivalents approximate the respective carrying amounts because the instruments are payable on demand or have short-term maturities.

Loans

The loans acquired were recorded at fair value without a carryover of the allowance for credit losses. Fair value of the loans is determined using market participant assumptions in estimating the amount and timing of both principal and interest cash flows expected to be collected, as adjusted for an estimate of future credit losses and prepayments, and then applying a market-based discount rate to those cash flows.

Acquired loans were reviewed to determine if any had experienced a more-than-insignificant deterioration in credit quality since origination. Loans meeting established criteria to indicate more-than-insignificant deterioration were identified as PCD loans, and an allowance for credit losses was calculated using management's best estimate of projected losses over the remaining life of the loan in accordance with CECL methodology. In connection with the Meridian acquisition, the Company recorded an allowance for credit losses on PCD loans of approximately $16.5 million, which was added to the amortized cost of the loans.

For PCD loans acquired from Meridian, a reconciliation of the difference between the purchase price and par value of the assets acquired is presented below:


	As of November 12, 2021
	(Dollars in thousands)
Gross amortized cost basis at November 12, 2021	$	768,018
Allowance for credit losses on PCD loans	(16,540)
Interest and liquidity premium	8,560

Purchase price of PCD loans (at fair value)	$	760,038

For loans acquired without evidence of more-than-insignificant deterioration in credit quality since origination, also referred to as non-PCD loans, the Company estimated an allowance for credit losses based on the Company's methodology for determining the allowance under CECL. The resulting allowance on non-PCD loans was $50.7 million, which was recorded through a charge to provision for credit losses on the date of acquisition.

Premises and Equipment

The fair value of the premises, including land, buildings and improvements, was determined based upon appraisals by licensed real estate appraisers. The appraisals were based upon the best and highest use of the property with final values determined based upon an analysis of the cost, sales comparison and income capitalization approaches for each property appraised.

Lease Assets and Lease Liabilities

Lease assets and liabilities were measured using a methodology to estimate the future rental payments over the remaining lease term with discounting using the Company’s incremental borrowing rate. The lease term was determined for individual leases based on the Company’s assessment of the probability of exercising renewal options. The net effect of any off-market terms in a lease were also discounted and applied to the balance of the lease asset.

Core Deposit Intangible

The fair value of the core deposit intangible is derived by comparing the interest rate and servicing costs that the financial institution pays on the core deposit liability versus the current market rate for alternative sources of financing, while factoring in estimates over the remaining life and attrition rate of the deposit accounts. The intangible asset represents the stable and relatively low cost source of funds that the deposits and accompanying relationships provide the Company, when compared to alternative funding sources.

Deposits

The fair value of acquired savings and transaction deposit accounts was assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. The fair value of time deposits was determined based on the present value of the contractual cash flows over the remaining period to maturity using a market interest rate.

Borrowings

The fair values of borrowings were derived based upon the present value of the principal and interest payments using a current market discount rate. Immediately after the closing, the Company paid off the acquired borrowings of $576.1 million in full.

Selected Pro Forma Results

The following summarizes the unaudited pro forma results of operations as if the Company acquired Meridian on January 1, 2021 (2020 amounts represent combined results for the Company and Meridian). The selected pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial results of the combined companies had the acquisition actually been completed at the beginning of the period presented, nor does it indicate future results for any other interim or full-year period.


	Year Ended
	December 31
	2021		2020
	(Dollars in thousands)
Net interest income after provision for credit losses	$	565,360	$	560,461
Net income	$	178,936	$	186,218

Included in the pro forma net income for the twelve months ended December 31, 2021 are merger-related costs of $42.2 million, net of tax, recognized by the Company and Meridian, in the aggregate. These costs were primarily made up of severance, contract terminations due to the change in control, professional and legal fees, facilities conversion and termination costs and other integration costs.