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EX-99.2 - EX-99.2 - FIRST MIDWEST BANCORP INCa17-4698_1ex99d2.htm
EX-23.1 - EX-23.1 - FIRST MIDWEST BANCORP INCa17-4698_1ex23d1.htm
8-K/A - 8-K/A - FIRST MIDWEST BANCORP INCa17-4698_18ka.htm

Exhibit 99.3

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined financial information and explanatory notes show the historical financial positions and results of operations of First Midwest Bancorp, Inc. (“First Midwest”) and Standard Bancshares, Inc. (“Standard”), and have been prepared to illustrate the effects of the merger involving First Midwest and Standard under the acquisition method of accounting with First Midwest treated as the acquirer. Under the acquisition method of accounting, the assets and liabilities of Standard, as of the effective date of the merger, are recorded by First Midwest at their respective fair values along with identifiable intangible assets and the excess of the merger consideration over the fair value of Standard’s net assets is allocated to goodwill.

 

On January 6, 2017, Benjamin Acquisition Corporation, a wholly owned subsidiary of First Midwest, merged with and into Standard, with Standard as the surviving entity, pursuant to the Agreement and Plan of Merger (the “merger agreement”), dated June 28, 2016, by and among First Midwest, Standard and Benjamin Acquisition Corporation.  Pursuant to the terms of the merger agreement, on January 6, 2017, each outstanding share of Standard voting common stock, par value $0.01 per share, and Standard non-voting common stock, par value $0.01 per share (collectively, the “Standard common stock”), was cancelled and converted into the right to receive 0.435 of a share of First Midwest common stock, par value $0.01 per share. On January 9, 2017, Standard merged with and into First Midwest, with First Midwest as the surviving entity.

 

The unaudited pro forma condensed combined income statements for the fiscal year ended December 31, 2015 and the nine months ended September 30, 2016 are presented as if the merger had occurred on January 1, 2015, the first day of the First Midwest 2015 fiscal year. The unaudited pro forma condensed combined balance sheet as of September 30, 2016 is presented as if the merger with Standard had occurred on September 30, 2016. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the income statements only, expected to have a continuing impact on consolidated results of operations.

 

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The unaudited pro forma condensed combined financial information also does not consider any potential impacts of potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors.

 

As explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the pro forma allocation of purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded in First Midwest’s financial statements that reflect the completion of the merger. Adjustments may include, but not be limited to, changes in (i) Standard’s balance sheet through the effective time of the merger; (ii) total merger-related expenses if completion and/or implementation costs vary from currently estimated amounts; and (iii) the underlying values of assets and liabilities if market conditions differ from current assumptions.

 

The unaudited pro forma condensed combined financial information is provided for informational purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed combined financial information and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma condensed combined financial statements should be read together with:

 

·                  The accompanying notes to the unaudited pro forma condensed combined financial information;

·                  First Midwest’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2015, included in First Midwest’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2016;

·                  Standard’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2015, included in the Registration Statement on Form S-4 (File No. 333-

 

1



 

213532) filed by First Midwest with the SEC on September 8, 2016, as amended on October 18, 2016 and October 25, 2016,and by the post-effective amendment filed on October 27, 2016;

·                  First Midwest’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2016 included in First Midwest’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 4, 2016; and

·                  Standard’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2016, filed as Exhibit 99.2 to the Current Report on Form 8-K with which this unaudited pro forma condensed combined financial information is filed as an exhibit.

 

First Midwest Bancorp, Inc.
Pro Forma Condensed Combined Balance Sheet
(Amounts in thousands)
(Unaudited)

 

 

 

As of September 30, 2016

 

 

 

First Midwest
Bancorp, Inc.

 

Standard
Bancshares, Inc.

 

Pro Forma
Adjustments

 

 

 

Pro Forma
Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

501,691

 

$

217,071

 

$

(47,125

)

(A)

 

$

671,637

 

Securities

 

2,002,718

 

219,157

 

 

 

 

2,221,875

 

Loans

 

8,171,782

 

1,816,634

 

(59,557

)

(B)

 

9,928,859

 

Allowance for loan losses

 

(85,308

)

(19,508

)

19,508

 

(C)

 

(85,308

)

Other real estate owned

 

28,049

 

13,727

 

(2,900

)

(D)

 

38,876

 

Goodwill

 

340,757

 

 

328,904

 

(E)

 

669,661

 

All other intangible assets

 

27,204

 

362

 

25,593

 

(F)

 

53,159

 

Premises, furniture, and equipment, net

 

82,443

 

58,245

 

(300

)

(G)

 

140,388

 

Accrued interest receivable and other assets

 

508,861

 

111,714

 

8,294

 

(H)

 

628,869

 

Total assets

 

$

11,578,197

 

$

2,417,402

 

$

272,417

 

 

 

$

14,268,016

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Demand and interest-bearing demand deposits

 

$

7,872,364

 

$

1,735,913

 

$

 

 

 

$

9,608,277

 

Time deposits

 

1,233,740

 

397,754

 

 

 

 

1,631,494

 

Total deposits

 

9,106,104

 

2,133,667

 

 

 

 

11,239,771

 

Borrowed funds

 

639,539

 

 

 

 

 

639,539

 

Senior and subordinated debt

 

309,444

 

 

 

 

 

309,444

 

Accrued interest payable and other liabilities

 

253,846

 

28,486

 

(5,924

)

(I)

 

276,408

 

Total liabilities

 

10,308,933

 

2,162,153

 

(5,924

)

 

 

12,465,162

 

Common stock

 

913

 

486

 

(276

)

(J)

 

1,123

 

Additional paid-in capital

 

496,918

 

177,530

 

355,850

 

(J)

 

1,030,298

 

Retained earnings

 

1,003,271

 

77,170

 

(77,170

)

(J)

 

1,003,271

 

Accumulated other comprehensive (loss) income, net of tax

 

(13,402

)

1,189

 

(1,189

)

(J)

 

(13,402

)

Treasury stock, at cost

 

(218,436

)

(1,126

)

1,126

 

(J)

 

(218,436

)

Total stockholders’ equity

 

1,269,264

 

255,249

 

278,341

 

 

 

1,802,854

 

Total liabilities and stockholders’ equity          

 

$

11,578,197

 

$

2,417,402

 

$

272,417

 

 

 

$

14,268,016

 

 

2



 

First Midwest Bancorp, Inc.
Pro Forma Condensed Combined Income Statement
(Amounts in thousands, except per share data)
(Unaudited)

 

 

 

Nine Months Ended September 30, 2016

 

 

 

First Midwest
Bancorp, Inc.

 

Standard
Bancshares, Inc.

 

Pro Forma
Adjustments

 

 

 

Pro Forma
Consolidated

 

Interest Income

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

252,486

 

$

60,148

 

$

2,592

 

(K)

 

$

315,226

 

Investment securities

 

27,550

 

2,298

 

 

 

 

29,848

 

Other short-term investments

 

1,968

 

860

 

 

 

 

2,828

 

Total interest income

 

282,004

 

63,306

 

2,592

 

 

 

347,902

 

Interest Expense

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

7,387

 

3,297

 

 

 

 

10,684

 

Borrowed funds

 

4,597

 

42

 

 

 

 

4,639

 

Senior and subordinated debt

 

8,353

 

 

 

 

 

8,353

 

Total interest expense

 

20,337

 

3,339

 

 

 

 

23,676

 

Net interest income

 

261,667

 

59,967

 

2,592

 

 

 

324,226

 

Provision for loan losses

 

25,676

 

5,050

 

 

 

 

30,726

 

Net interest income after provision for loan losses

 

235,991

 

54,917

 

2,592

 

 

 

293,500

 

Noninterest Income

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

30,350

 

3,628

 

 

 

 

33,978

 

Wealth management fees

 

24,696

 

1,741

 

 

 

 

26,437

 

Card-based fees

 

21,642

 

2,194

 

 

 

 

23,836

 

Merchant servicing fees

 

9,517

 

 

 

 

 

9,517

 

Mortgage banking income

 

6,625

 

3,306

 

 

 

 

9,931

 

Other service charges, commissions, and fees

 

15,164

 

3,899

 

 

 

 

19,063

 

BOLI income

 

2,676

 

1,230

 

 

 

 

3,906

 

Other income

 

7,834

 

2,473

 

 

 

 

10,307

 

Net securities gains

 

1,097

 

 

 

 

 

1,097

 

Total noninterest income

 

119,601

 

18,471

 

 

 

 

138,072

 

Noninterest Expense

 

 

 

 

 

 

 

 

 

 

 

Salaries and wages

 

112,084

 

23,405

 

 

 

 

135,489

 

Retirement and other employee benefits

 

25,149

 

5,009

 

 

 

 

30,158

 

Net occupancy and equipment expense

 

30,380

 

8,608

 

 

 

 

38,988

 

Professional services

 

17,984

 

3,956

 

 

 

 

21,940

 

Technology and related costs

 

11,251

 

2,284

 

 

 

 

13,535

 

Merchant card expense

 

8,179

 

 

 

 

 

8,179

 

Advertising and promotions

 

5,457

 

856

 

 

 

 

6,313

 

FDIC premiums

 

4,803

 

1,494

 

 

 

 

6,297

 

Net OREO expense

 

2,099

 

538

 

 

 

 

2,637

 

Cardholder expense

 

4,386

 

1,027

 

 

 

 

5,413

 

Other expenses

 

18,249

 

6,266

 

1,919

 

(L)

 

26,434

 

Acquisition and integration related expenses

 

6,810

 

 

 

 

 

6,810

 

Total noninterest expense

 

246,831

 

53,443

 

1,919

 

 

 

302,193

 

Income before income tax expense

 

108,761

 

19,945

 

673

 

 

 

129,379

 

Income tax expense

 

37,130

 

7,377

 

236

 

 

 

44,743

 

Net Income

 

$

71,631

 

$

12,568

 

$

437

 

 

 

$

84,636

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.89

 

$

0.26

 

 

 

 

 

$

0.83

 

Diluted

 

 

0.89

 

 

0.25

 

 

 

 

 

 

0.83

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

79,589

 

48,416

 

21,057

 

(M)

 

100,646

 

Diluted

 

79,602

 

49,322

 

21,057

 

(M)

 

100,659

 

 

3



 

First Midwest Bancorp, Inc.
Pro Forma Condensed Combined Income Statement
(Amounts in thousands, except per share data)
(Unaudited)

 

 

 

Year Ended December 31, 2015

 

 

 

First Midwest
Bancorp, Inc.

 

Standard
Bancshares, Inc.

 

Pro Forma
Adjustments

 

 

 

Pro Forma
Consolidated

 

Interest Income

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

300,303

 

$

80,186

 

$

4,320

 

(K)

 

$

384,809

 

Investment securities

 

31,943

 

2,560

 

 

 

 

34,503

 

Other short-term investments

 

3,738

 

602

 

 

 

 

4,340

 

Total interest income

 

335,984

 

83,348

 

4,320

 

 

 

423,652

 

Interest Expense

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

9,527

 

4,166

 

 

 

 

13,693

 

Borrowed funds

 

2,314

 

87

 

 

 

 

2,401

 

Senior and subordinated debt

 

12,545

 

 

 

 

 

12,545

 

Total interest expense

 

24,386

 

4,253

 

 

 

 

28,639

 

Net interest income

 

311,598

 

79,095

 

4,320

 

 

 

395,013

 

Provision for loan losses

 

21,152

 

4,600

 

 

 

 

25,752

 

Net interest income after provision for loan losses

 

290,446

 

74,495

 

4,320

 

 

 

369,261

 

Noninterest Income

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

39,979

 

4,216

 

 

 

 

44,195

 

Wealth management fees

 

29,162

 

2,437

 

 

 

 

31,599

 

Card-based fees

 

26,984

 

2,968

 

 

 

 

29,952

 

Merchant servicing fees

 

11,739

 

 

 

 

 

11,739

 

Mortgage banking income

 

5,741

 

4,407

 

 

 

 

10,148

 

Other service charges, commissions, and fees

 

13,654

 

6,444

 

 

 

 

20,098

 

BOLI income

 

4,185

 

1,471

 

 

 

 

5,656

 

Other income

 

2,764

 

3,983

 

 

 

 

6,747

 

Net securities gains

 

2,373

 

 

 

 

 

2,373

 

Total noninterest income

 

136,581

 

25,926

 

 

 

 

162,507

 

Noninterest Expense

 

 

 

 

 

 

 

 

 

 

 

Salaries and wages

 

133,739

 

31,619

 

 

 

 

165,358

 

Retirement and other employee benefits

 

31,852

 

6,405

 

 

 

 

38,257

 

Net occupancy and equipment expense

 

38,720

 

11,708

 

 

 

 

50,428

 

Professional services

 

22,720

 

1,933

 

 

 

 

24,653

 

Technology and related costs

 

14,581

 

2,775

 

 

 

 

17,356

 

Merchant card expense

 

9,886

 

 

 

 

 

9,886

 

Advertising and promotions

 

7,606

 

1,020

 

 

 

 

8,626

 

FDIC premiums

 

6,017

 

1,982

 

 

 

 

7,999

 

Net OREO expense

 

5,281

 

827

 

 

 

 

6,108

 

Cardholder expense

 

5,243

 

1,335

 

 

 

 

6,578

 

Other expenses

 

21,601

 

8,900

 

2,559

 

(L)

 

33,060

 

Property valuation adjustments

 

8,581

 

 

 

 

 

8,581

 

Acquisition and integration related expenses

 

1,389

 

 

 

 

 

1,389

 

Total noninterest expense

 

307,216

 

68,504

 

2,559

 

 

 

378,279

 

Income before income tax expense

 

119,811

 

31,917

 

1,761

 

 

 

153,489

 

Income tax expense

 

37,747

 

11,463

 

616

 

 

 

49,826

 

Net Income

 

$

82,064

 

$

20,454

 

$

1,145

 

 

 

$

103,663

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.05

 

$

0.42

 

 

 

 

 

$

1.05

 

Diluted

 

 

1.05

 

 

0.42

 

 

 

 

 

 

1.05

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

77,059

 

48,482

 

21,057

 

(M)

 

98,116

 

Diluted

 

77,072

 

48,482

 

21,057

 

(M)

 

98,129

 

 

4



 

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

Note 1—Basis of Presentation

 

The unaudited pro forma condensed combined financial information has been prepared under the acquisition method of accounting for business combinations. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2015 and nine months ended September 30, 2016 are presented as if the acquisition occurred on January 1, 2015. The unaudited pro forma condensed combined balance sheet as of September 30, 2016 is presented as if the acquisition occurred as of that date. This information is not intended to reflect the actual results that would have been achieved had the acquisition actually occurred on those dates. The pro forma adjustments are preliminary, based on estimates, and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed. Accordingly, the final fair value adjustments may be materially different from those presented in this document.

 

Note 2—Purchase Price

 

On January 6, 2017, First Midwest completed the acquisition of Standard. Pursuant to the terms of the merger agreement, on that date, each outstanding share of Standard common stock was cancelled and converted into the right to receive 0.435 of a share of First Midwest common stock. Based on the closing trading price of shares of First Midwest common stock on the NASDAQ on January 6, 2017, of $25.34, the value of the merger consideration per share of Standard common stock was $11.02. Each outstanding Standard stock settled right was redeemed for cash, and each outstanding Standard stock option and each share of Standard phantom stock was cancelled and terminated in exchange for the right to receive cash, in each case, pursuant to the terms of the merger agreement.

 

Note 3—Allocation of Purchase Price

 

Under the acquisition method of accounting, Standard’s assets acquired and liabilities assumed and any identifiable intangible assets are required to be adjusted to their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of the net assets acquired, net of deferred taxes, is allocated to goodwill. Estimated fair value adjustments included in the pro forma financial statements are based upon available information, and certain assumptions considered reasonable, and may be revised as additional information becomes available. The following are the pro forma adjustments made to record the acquisition and to adjust Standard’s assets and liabilities to their estimated fair values at September 30, 2016.

 

(Unaudited—dollars in thousands)

 

 

 

Purchase Price of Standard Bancshares, Inc.:

 

 

 

First Midwest common stock paid at market value of $25.34 as of January 6, 2017

 

$

533,590

 

Cash to be paid for Standard stock options, Standard phantom stock and Standard stock settled rights

 

47,125

 

Purchase price of Standard Bancshares, Inc. 

 

$

580,715

 

Historical net assets of Standard as of September 30, 2016

 

$

255,249

 

Fair value adjustments as of September 30, 2016:

 

 

 

Loans

 

$

(59,557

)

Allowance for loan losses

 

19,508

 

Other real estate owned

 

(2,900

)

Goodwill

 

328,904

 

All other intangible assets

 

25,593

 

Premises, furniture, and equipment

 

(300

)

Deferred taxes on purchase accounting adjustments

 

8,294

 

Accrued expenses and other liabilities

 

5,924

 

Purchase Price

 

$

580,715

 

 

5



 

The following pro forma adjustments are reflected in the unaudited pro forma condensed combined financial information:

 

(A)       Cash paid for Standard stock options and Standard phantom stock and to redeem Standard stock settled rights.

(B)       Fair value adjustment on loans of $59.6 million, which includes $9.6 million to be accreted into interest income on a level-yield basis over the weighted average life of approximately 3 years of the respective loans. The interest rate fair value adjustment was determined based on the present value of estimated future cash flows of the loans to be acquired, discounted using a weighted average market rate. The credit fair value adjustment was determined based on assigned risk ratings and the present value of estimated expected cash flows (including the estimated fair value of loan collateral).

(C)       Elimination of Standard’s allowance for loan losses.

(D)       Fair value adjustment on other real estate owned.

(E)        Estimate of goodwill that will be recognized as part of the transaction. See the allocation of purchase price in Note 3 for calculation.

(F)         Adjustments to other intangible assets to eliminate Standard’s other intangible assets of $362,000 and record estimate of core deposit intangible asset that will be recognized as part of the purchase accounting transaction. The core deposit intangible is assumed to be amortized straight-line over 10 years.

(G)       Fair value adjustment on premises, furniture, and equipment.

(H)      Net deferred tax asset related to the loan, allowance for loan losses, other real estate owned, core deposit intangible and premises, furniture, and equipment fair value adjustments using a tax rate of 35%.

(I)           Elimination of Standard’s remaining deferred gain associated with a sale leaseback transaction previously completed.

(J)           Elimination of Standard’s shareholders’ equity and the issuance of First Midwest shares in the merger. Standard shareholders received 0.435 of a share of First Midwest common stock for each share of Standard common stock held by them. The fair value of First Midwest common stock was based on the January 6, 2017 closing price of $25.34 per share.

(K)       Accretion estimate of interest income portion of the fair value adjustment on loans.  No estimate of accretion on the credit fair value adjustment was assumed for pro forma purposes.

(L)        Amortization estimate of core deposit intangible fair value adjustment.

(M)    Shares of First Midwest common stock assumed to be issued by First Midwest in the merger.

 

Note 4—Estimated Acquisition and Integration Related Expenses

 

The table below reflects First Midwest’s current estimate of the aggregate acquisition and integration related expenses of $28.5 million (net of $14.0 million of taxes, computed using a 35% tax rate) expected to be incurred by First Midwest and Standard in connection with the merger.These expenses are excluded from the pro forma financial statements. The current estimates of these expenses are as follows:

 

(Unaudited—dollars in thousands)

 

First Midwest

 

Standard

 

Total

 

Change of control, severance and retention plan payments

 

$

6,708

 

$

1,945

 

$

8,653

 

Professional fees(1)

 

9,047

 

10,211

 

19,258

 

Data processing, termination and conversion

 

6,184

 

120

 

6,304

 

Other expense

 

5,016

 

3,206

 

8,222

 

Pre-tax acquisition and integration related expenses

 

26,955

 

15,482

 

42,437

 

Income tax benefit

 

(8,869

)

(5,093

)

(13,962

)

Total acquisition and integration related expenses

 

$

18,086

 

$

10,389

 

$

28,475

 

 


(1) A portion of this amount is not tax deductible.

 

The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs.

 

6