Attached files
file | filename |
---|---|
EX-99.2 - EX-99.2 - FIRST MIDWEST BANCORP INC | a17-4698_1ex99d2.htm |
EX-23.1 - EX-23.1 - FIRST MIDWEST BANCORP INC | a17-4698_1ex23d1.htm |
8-K/A - 8-K/A - FIRST MIDWEST BANCORP INC | a17-4698_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 Standards 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 Midwests financial statements that reflect the completion of the merger. Adjustments may include, but not be limited to, changes in (i) Standards 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 Midwests separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2015, included in First Midwests 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;
· Standards 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-
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 Midwests separate unaudited historical consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2016 included in First Midwests Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 4, 2016; and
· Standards 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 |
|
Standard |
|
Pro Forma |
|
|
|
Pro Forma |
| ||||
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 |
|
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 |
|
Standard |
|
Pro Forma |
|
|
|
Pro Forma |
| ||||
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 |
|
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 |
|
Standard |
|
Pro Forma |
|
|
|
Pro Forma |
| ||||
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 |
|
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1Basis 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 2Purchase 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 3Allocation of Purchase Price
Under the acquisition method of accounting, Standards 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 Standards assets and liabilities to their estimated fair values at September 30, 2016.
(Unauditeddollars 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 |
|
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 Standards 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 Standards 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 Standards remaining deferred gain associated with a sale leaseback transaction previously completed.
(J) Elimination of Standards 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 4Estimated Acquisition and Integration Related Expenses
The table below reflects First Midwests 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:
(Unauditeddollars 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.