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Acquisition
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisition Acquisitions
2019 Completed Acquisitions:
Huntington Wisconsin Branch Acquisition
On June 14, 2019, the Corporation completed its acquisition of the Wisconsin branches of Huntington. The Corporation paid a 4% premium on acquired deposits. The conversion of the branches happened simultaneously with the close of the transaction and the acquisition expanded the Bank's presence into 13 new Wisconsin communities. As a result of the acquisition and other consolidations, a net of 14 branch locations were added.
The Huntington branch acquisition constituted a business combination. The acquisition has been 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. The determination of estimated fair values required management to make certain estimates that are subjective in nature and may require adjustments upon the availability of new information regarding facts and circumstances which existed at the date of acquisition (i.e., appraisals) for up to a year following the acquisition.
The Corporation recorded approximately $7 million in goodwill related to the Huntington branch acquisition during the second quarter of 2019 and approximately $210,000 during the third quarter of 2019. Upon review of information relating to events
and circumstances existing at the acquisition date, and in accordance with applicable accounting guidance, the Corporation remeasured select previously reported fair value amounts. The adjustment to goodwill was driven by an update that decreased the fair value of furniture acquired. Goodwill created by the acquisition is tax deductible. See Note 5 for additional information on goodwill, as well as the carrying amount and amortization of core deposit intangible assets related to the Huntington branch acquisition.
The following table presents the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date related to Huntington branch acquisition:
 ($ in Thousands)Purchase Accounting AdjustmentsJune 14, 2019
Assets
Cash and cash equivalents$—  $551,250  
Loans(1,552) 116,346  
Premises and equipment, net4,800  22,430  
Goodwill7,286  
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheets)22,630  22,630  
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)(2,561) 5,263  
Others assets$—  559  
Total assets$725,764  
Liabilities
Deposits$156  $725,173  
Other liabilities$70  590  
Total liabilities$725,764  
For a description of the methods used to determine the fair value of significant assets and liabilities presented on the balance sheet above see Assumptions section of this Note.
2019 Pending Acquisitions:
On July 25, 2019, the Corporation entered into an agreement to acquire Illinois-based First Staunton for cash consideration of approximately $76 million. Regulatory approval for the transaction was received from the OCC on October 10, 2019. The transaction is subject to customary closing conditions, and is expected to close in February 2020.
2018 Completed Acquisitions:
Bank Mutual Acquisition
On February 1, 2018, the Corporation completed its acquisition of Bank Mutual in a stock transaction valued at approximately $482 million. Bank Mutual was a diversified financial services company headquartered in Milwaukee, Wisconsin. The merger resulted in a combined company with a larger market presence in markets the Corporation currently operates in, as well as expansion into nearly a dozen new markets.
Under the terms of the Agreement and Plan of Merger dated July 20, 2017 (the "Merger Agreement"), Bank Mutual’s shareholders received 0.422 shares of the Corporation's common stock for each share of Bank Mutual common stock. The Corporation issued approximately 19.5 million shares for a total deal value of approximately $482 million based on the closing sale price of a share of common stock of the Corporation on January 31, 2018. The banking subsidiary of Bank Mutual merged with and into Associated Bank, N.A. on June 24, 2018.
Goodwill related to the Bank Mutual acquisition increased $6 million during the second quarter of 2018 and an additional $2 million during the third quarter of 2018 to $175 million. Goodwill created by the acquisition of Bank Mutual is not tax deductible.
The following table presents the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date related to Bank Mutual:
($ in Thousands)Purchase Accounting AdjustmentsFebruary 1, 2018
Assets
Cash and cash equivalents$—  $78,052  
Investment securities(6,238) 452,867  
Federal Home Loan Bank stock, at cost—  20,026  
Loans(48,043) 1,875,877  
Premises and equipment, net2,930  42,689  
Bank owned life insurance(24) 65,390  
Goodwill175,499  
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheets)58,100  58,100  
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)199  4,848  
Others assets$7,054  47,158  
Total assets$2,820,506  
Liabilities
Deposits$2,498  $1,840,950  
Other borrowings1,875  431,886  
Other liabilities$4,487  65,982  
Total liabilities$2,338,818  
Total consideration paid$481,688  
For a description of the methods used to determine the fair value of significant assets and liabilities presented on the balance sheet above see Assumptions section of this Note.
For loans acquired, the contractual amounts due, expected cash flows to be collected, interest component, and fair value as of the respective acquisition dates were as follows:
February 1, 2018
($ in Thousands)Acquired Performing LoansAcquired Impaired LoansTotal
Contractual required principal and interest at acquisition$1,899,932  $23,988  $1,923,920  
Contractual cash flows not expected to be collected (nonaccretable discount)—  (1,866) (1,866) 
Expected cash flows at acquisition1,899,932  22,122  1,922,054  
Interest component of expected cash flows (accretable discount)(41,324) (4,853) (46,177) 
Fair value of acquired loans$1,858,608  $17,269  $1,875,877  
Assumptions:
Loans: Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, amortization status, and current discount rates. Loans were grouped together according to similar characteristics when applying various valuation techniques.
CDIs: This intangible asset represents the value of the relationships with deposit customers. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds, and the interest costs associated with customer deposits. The CDIs are being amortized on a straight-line basis over 10 years.
Time deposits: The fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.
FHLB borrowings: The fair values of FHLB advances are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.