Attached files
file | filename |
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EX-23.1 - CONSENT OF CROWE HORWATH LLP - Midland States Bancorp, Inc. | a17-14721_3ex23d1.htm |
8-K/A - 8-K/A - Midland States Bancorp, Inc. | a17-14721_38ka.htm |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION
The following tables show unaudited pro forma financial information about the financial condition and results of operations of Midland States Bancorp, Inc. (Midland), including per share data, after giving effect to the merger with Centrue Financial Corporation (Centrue) and other pro forma adjustments. The unaudited pro forma financial information assumes that the merger is accounted for under the acquisition method of accounting for business combinations in accordance with GAAP, and that the assets and liabilities of Centrue will be recorded by Midland at their respective fair values as of the date the merger is completed. The unaudited pro forma condensed combined balance sheet as of March 31, 2017 gives effect to the merger as if it had occurred on that date. The unaudited pro forma condensed combined income statements for the three months ended March 31, 2017 and the year ended December 31, 2016 give effect to the merger as if it had become effective on January 1, 2016.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies or other potential financial benefits of the merger. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma 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 Midlands consolidated financial statements upon completion of the merger.
The preparation of the unaudited pro forma condensed combined financial information and related adjustments required management to make certain assumptions and estimates as of the dates hereof actual amounts are in the process of being determined. 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;
· Midlands separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2016 included in Midlands Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (the SEC) on March 10, 2017;
· Centrues separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2016 included in Centrues Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (the SEC) on March 2, 2017;
· Midlands separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2017 included in Midlands Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017;
· Centrues separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2017 included in Centrues Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017.
Unaudited Pro Forma Condensed Combined Balance Sheet
March 31, 2017
(dollars in thousands, except for share and per share data)
|
|
|
|
|
|
Pro Forma |
|
|
|
Pro Forma |
| ||||
|
|
Midland |
|
Centrue |
|
Adjustments |
|
|
|
Combined |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
|
$ |
218,096 |
|
$ |
31,237 |
|
$ |
(22,113 |
) |
A |
|
$ |
227,220 |
|
Investment securities |
|
335,608 |
|
156,302 |
|
(916 |
) |
B |
|
490,994 |
| ||||
Loans |
|
2,454,950 |
|
688,092 |
|
(10,192 |
) |
C |
|
3,132,850 |
| ||||
Allowance for loan losses |
|
(15,805 |
) |
(8,944 |
) |
8,944 |
|
D |
|
(15,805 |
) | ||||
Total loans, net |
|
2,439,145 |
|
679,148 |
|
(1,248 |
) |
|
|
3,117,045 |
| ||||
Loans held for sale |
|
39,900 |
|
|
|
|
|
|
|
39,900 |
| ||||
Premises and equipment, net |
|
66,914 |
|
16,150 |
|
(2,664 |
) |
E |
|
80,400 |
| ||||
Other real estate owned |
|
3,680 |
|
4,911 |
|
(582 |
) |
F |
|
8,009 |
| ||||
Mortgage servicing rights |
|
68,557 |
|
1,993 |
|
(38 |
) |
G |
|
70,512 |
| ||||
Intangible assets |
|
8,633 |
|
|
|
10,376 |
|
H |
|
19,009 |
| ||||
Goodwill |
|
50,807 |
|
|
|
45,918 |
|
I |
|
96,725 |
| ||||
Cash surrender value of life insurance policies |
|
74,806 |
|
36,203 |
|
|
|
|
|
111,009 |
| ||||
Other assets |
|
67,431 |
|
49,807 |
|
(2,192 |
) |
J |
|
115,046 |
| ||||
Total assets |
|
$ |
3,373,577 |
|
$ |
975,751 |
|
$ |
26,541 |
|
|
|
$ |
4,375,869 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
| ||||
Deposits: |
|
|
|
|
|
|
|
|
|
|
| ||||
Noninterest-bearing |
|
$ |
528,021 |
|
$ |
152,196 |
|
$ |
|
|
|
|
$ |
680,217 |
|
Interest-bearing |
|
1,999,455 |
|
576,293 |
|
1,535 |
|
K |
|
2,577,283 |
| ||||
Total deposits |
|
2,527,476 |
|
728,489 |
|
1,535 |
|
|
|
3,257,500 |
| ||||
Short-term borrowings |
|
124,035 |
|
11,303 |
|
|
|
|
|
135,338 |
| ||||
FHLB advances and other borrowings |
|
250,353 |
|
93,209 |
|
40,151 |
|
L |
|
383,713 |
| ||||
Subordinated debt |
|
54,532 |
|
|
|
|
|
|
|
54,532 |
| ||||
Trust preferred debentures |
|
37,496 |
|
10,000 |
|
(2,435 |
) |
M |
|
45,061 |
| ||||
Other liabilities |
|
45,352 |
|
4,347 |
|
47 |
|
N |
|
49,746 |
| ||||
Total liabilities |
|
3,039,244 |
|
847,348 |
|
39,298 |
|
|
|
3,925,890 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
| ||||
Preferred shareholders equity |
|
|
|
2,636 |
|
498 |
|
O |
|
3,134 |
| ||||
Common shareholders equity |
|
334,333 |
|
125,767 |
|
(13,225 |
) |
P |
|
446,845 |
| ||||
Total shareholders equity |
|
334,333 |
|
128,403 |
|
(12,757 |
) |
|
|
449,979 |
| ||||
Total liabilities and shareholders equity |
|
$ |
3,373,577 |
|
$ |
975,751 |
|
$ |
26,541 |
|
|
|
$ |
4,375,869 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Book value per common share |
|
$ |
21.19 |
|
$ |
19.31 |
|
|
|
|
|
$ |
23.52 |
| |
Common shares outstanding |
|
15,780,651 |
|
6,513,694 |
|
(3,294,456 |
) |
Q |
|
18,999,889 |
|
Unaudited Pro Forma Condensed Combined Statement of Income
for the Three Months Ended March 31, 2017
(dollars in thousands, except per share data)
|
|
|
|
|
|
Pro Forma |
|
|
|
Pro Forma |
| ||||
|
|
Midland |
|
Centrue |
|
Adjustments |
|
|
|
Combined |
| ||||
Interest income: |
|
|
|
|
|
|
|
|
|
|
| ||||
Loans |
|
$ |
29,159 |
|
$ |
7,403 |
|
$ |
273 |
|
R |
|
$ |
36,835 |
|
Investment securities |
|
2,369 |
|
699 |
|
45 |
|
S |
|
3,113 |
| ||||
Federal funds sold and cash investments |
|
311 |
|
5 |
|
|
|
|
|
316 |
| ||||
Total interest income |
|
31,839 |
|
8,107 |
|
318 |
|
|
|
40,264 |
| ||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
| ||||
Deposits |
|
2,386 |
|
376 |
|
78 |
|
T |
|
2,840 |
| ||||
Short-term borrowings |
|
80 |
|
7 |
|
|
|
|
|
87 |
| ||||
FHLB advances and other borrowings |
|
566 |
|
230 |
|
331 |
|
U |
|
1,127 |
| ||||
Subordinated debt |
|
873 |
|
|
|
|
|
|
|
873 |
| ||||
Trust preferred debentures |
|
473 |
|
95 |
|
36 |
|
V |
|
604 |
| ||||
Total interest expense |
|
4,378 |
|
708 |
|
445 |
|
|
|
5,531 |
| ||||
Net interest income |
|
27,461 |
|
7,399 |
|
(127 |
) |
|
|
34,733 |
| ||||
Provision for loan losses |
|
1,533 |
|
|
|
|
|
|
|
1,533 |
| ||||
Net interest income after provision for loan losses |
|
25,928 |
|
7,399 |
|
(127 |
) |
|
|
33,200 |
| ||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
| ||||
Commercial FHA revenue |
|
6,695 |
|
|
|
|
|
|
|
6,695 |
| ||||
Residential mortgage banking revenue |
|
2,916 |
|
248 |
|
|
|
|
|
3,164 |
| ||||
Wealth management revenue |
|
2,872 |
|
|
|
|
|
|
|
2,872 |
| ||||
Service charges on deposit accounts |
|
892 |
|
852 |
|
|
|
|
|
1,744 |
| ||||
Interchange revenue |
|
977 |
|
610 |
|
|
|
|
|
1,587 |
| ||||
Gain on sales of investment securities |
|
67 |
|
|
|
|
|
|
|
67 |
| ||||
Other income |
|
1,911 |
|
430 |
|
|
|
|
|
2,341 |
| ||||
Total noninterest income |
|
16,330 |
|
2,140 |
|
|
|
|
|
18,470 |
| ||||
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries and employee benefits |
|
17,115 |
|
4,278 |
|
|
|
|
|
21,393 |
| ||||
Occupancy and equipment |
|
3,184 |
|
901 |
|
|
|
|
|
4,085 |
| ||||
Data processing |
|
2,796 |
|
471 |
|
|
|
|
|
3,267 |
| ||||
FDIC insurance |
|
370 |
|
77 |
|
|
|
|
|
447 |
| ||||
Professional |
|
2,992 |
|
293 |
|
|
|
|
|
3,285 |
| ||||
Marketing |
|
642 |
|
37 |
|
|
|
|
|
679 |
| ||||
Communications |
|
546 |
|
192 |
|
|
|
|
|
738 |
| ||||
Loan expense |
|
420 |
|
101 |
|
|
|
|
|
521 |
| ||||
Other real estate owned |
|
412 |
|
103 |
|
|
|
|
|
515 |
| ||||
Intangible assets amortization |
|
525 |
|
|
|
576 |
|
W |
|
1,101 |
| ||||
Other |
|
1,783 |
|
1,358 |
|
|
|
|
|
3,141 |
| ||||
Total noninterest expense |
|
30,785 |
|
7,811 |
|
576 |
|
|
|
39,172 |
| ||||
Income before income taxes |
|
11,473 |
|
1,728 |
|
(703 |
) |
|
|
12,498 |
| ||||
Income taxes |
|
2,983 |
|
669 |
|
(276 |
) |
X |
|
3,376 |
| ||||
Net income |
|
8,490 |
|
1,059 |
|
(427 |
) |
|
|
9,122 |
| ||||
Dividends on preferred shares |
|
|
|
82 |
|
|
|
|
|
82 |
| ||||
Net income available to common shareholders |
|
$ |
8,490 |
|
$ |
977 |
|
$ |
(427 |
) |
|
|
$ |
9,040 |
|
Per Common Share Data: |
|
|
|
|
|
|
|
|
|
|
| ||||
Basic earnings per common share |
|
$ |
0.54 |
|
$ |
0.15 |
|
|
|
|
|
$ |
0.47 |
| |
Diluted earnings per common share |
|
$ |
0.52 |
|
$ |
0.15 |
|
|
|
|
|
$ |
0.46 |
|
Unaudited Pro Forma Condensed Combined Statement of Income
for the Year Ended December 31, 2016
(in thousands, except per share data)
|
|
|
|
|
|
Pro Forma |
|
|
|
Pro Forma |
| ||||
|
|
Midland |
|
Centrue |
|
Adjustments |
|
|
|
Combined |
| ||||
Interest income: |
|
|
|
|
|
|
|
|
|
|
| ||||
Loans |
|
$ |
106,686 |
|
$ |
28,558 |
|
$ |
1,086 |
|
R |
|
$ |
136,330 |
|
Investment securities |
|
13,615 |
|
2,996 |
|
180 |
|
S |
|
16,791 |
| ||||
Federal funds sold and cash investments |
|
948 |
|
134 |
|
|
|
|
|
1,082 |
| ||||
Total interest income |
|
121,249 |
|
31,688 |
|
1,266 |
|
|
|
154,203 |
| ||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
| ||||
Deposits |
|
8,936 |
|
1,357 |
|
314 |
|
T |
|
10,607 |
| ||||
Short-term borrowings |
|
303 |
|
37 |
|
|
|
|
|
340 |
| ||||
FHLB advances and other borrowings |
|
1,057 |
|
760 |
|
1,325 |
|
U |
|
3,142 |
| ||||
Subordinated debt |
|
3,858 |
|
|
|
|
|
|
|
3,858 |
| ||||
Trust preferred debentures |
|
1,841 |
|
548 |
|
144 |
|
V |
|
2,533 |
| ||||
Total interest expense |
|
15,995 |
|
2,702 |
|
1,783 |
|
|
|
20,480 |
| ||||
Net interest income |
|
105,254 |
|
28,986 |
|
(517 |
) |
|
|
133,723 |
| ||||
Provision for loan losses |
|
5,591 |
|
300 |
|
|
|
|
|
5,891 |
| ||||
Net interest income after provision for loan losses |
|
99,663 |
|
28,686 |
|
(517 |
) |
|
|
127,832 |
| ||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
| ||||
Commercial FHA revenue |
|
22,064 |
|
|
|
|
|
|
|
22,064 |
| ||||
Residential mortgage banking revenue |
|
13,389 |
|
1,175 |
|
|
|
|
|
14,564 |
| ||||
Wealth management revenue |
|
8,091 |
|
|
|
|
|
|
|
8,091 |
| ||||
Service charges on deposit accounts |
|
3,904 |
|
3,927 |
|
|
|
|
|
7,831 |
| ||||
Interchange revenue |
|
3,750 |
|
2,536 |
|
|
|
|
|
6,286 |
| ||||
Gain on sales of investment securities |
|
14,702 |
|
142 |
|
|
|
|
|
14,844 |
| ||||
Gain on sale of branches |
|
|
|
1,877 |
|
|
|
|
|
1,877 |
| ||||
Gain on extinguishment of debt |
|
|
|
1,000 |
|
|
|
|
|
1,000 |
| ||||
Other income |
|
6,157 |
|
2,089 |
|
|
|
|
|
8,246 |
| ||||
Total noninterest income |
|
72,057 |
|
12,746 |
|
|
|
|
|
84,803 |
| ||||
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries and employee benefits |
|
66,293 |
|
16,748 |
|
|
|
|
|
83,041 |
| ||||
Occupancy and equipment |
|
13,080 |
|
3,772 |
|
|
|
|
|
16,852 |
| ||||
Data processing |
|
10,658 |
|
1,809 |
|
|
|
|
|
12,467 |
| ||||
FDIC insurance |
|
1,707 |
|
450 |
|
|
|
|
|
2,157 |
| ||||
Professional |
|
8,049 |
|
1,732 |
|
|
|
|
|
9,781 |
| ||||
Marketing |
|
2,733 |
|
244 |
|
|
|
|
|
2,977 |
| ||||
Communications |
|
2,150 |
|
831 |
|
|
|
|
|
2,981 |
| ||||
Loan expense |
|
1,957 |
|
390 |
|
|
|
|
|
2,347 |
| ||||
Other real estate owned |
|
935 |
|
610 |
|
|
|
|
|
1,545 |
| ||||
Intangible assets amortization |
|
2,147 |
|
880 |
|
2,306 |
|
W |
|
5,333 |
| ||||
Other |
|
11,580 |
|
4,048 |
|
|
|
|
|
15,628 |
| ||||
Total noninterest expense |
|
121,289 |
|
31,514 |
|
2,306 |
|
|
|
155,109 |
| ||||
Income before income taxes |
|
50,431 |
|
9,918 |
|
(2,823 |
) |
|
|
57,526 |
| ||||
Income taxes |
|
18,889 |
|
3,602 |
|
(1,108 |
) |
X |
|
21,383 |
| ||||
Net income |
|
31,542 |
|
6,316 |
|
(1,715 |
) |
|
|
36,143 |
| ||||
Dividends on preferred shares |
|
|
|
329 |
|
|
|
|
|
329 |
| ||||
Net income available to common shareholders |
|
$ |
31,542 |
|
$ |
5,987 |
|
$ |
(1,715 |
) |
|
|
$ |
35,814 |
|
Per Common Share Data: |
|
|
|
|
|
|
|
|
|
|
| ||||
Basic earnings per common share |
|
$ |
2.22 |
|
$ |
0.92 |
|
|
|
|
|
$ |
2.06 |
| |
Diluted earnings per common share |
|
$ |
2.17 |
|
$ |
0.92 |
|
|
|
|
|
$ |
2.02 |
|
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 three months ended March 31, 2017 and the year ended December 31, 2016 are presented as if the acquisition occurred on January 1, 2016. The unaudited pro forma condensed combined balance sheet as of March 31, 2017 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
Midland completed the acquisition of Centrue on June 9, 2017. Pursuant to the merger agreement, each issued and outstanding share of Centrue common stock was converted into either $26.75 in cash or 0.7604 shares of Midland common stock. The total number of outstanding shares of Centrue common stock entitled to receive cash consideration did not exceed 35%. Midland also issued 2,636 shares of preferred stock as part of the consideration. The fair value of the preferred stock issued was based on a third-party valuation.
Note 3 Allocation of Purchase Price
Under the acquisition method of accounting, the total purchase price is allocated to the acquired tangible and intangible assets and assumed liabilities of Centrue based on their estimated fair value as of the closing of the transaction. 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 Centrues assets and liabilities to their estimated fair values at March 31, 2017.
(dollars in thousands) |
|
|
| |
Purchase price allocation: |
|
|
| |
Midland common stock paid at June 9, 2017 closing price of $34.95 |
|
$ |
112,512 |
|
Cash paid for Centrue common stock |
|
60,996 |
| |
Midland preferred stock issued at closing |
|
3,134 |
| |
Purchase price |
|
176,642 |
| |
Allocated to: |
|
|
| |
Net historical book value of Centrues assets and liabilities |
|
128,403 |
| |
Less: Seller paid deal expenses (net of taxes) |
|
(1,117 |
) | |
Adjusted net historical book value of Centrues assets and liabilities |
|
127,286 |
| |
Adjustments to record assets and liabilities at fair value: |
|
|
| |
Investment securities |
|
(916 |
) | |
Loans |
|
(10,192 |
) | |
Elimination of Centrues allowance for loan losses |
|
8,944 |
| |
Premises and equipment |
|
(2,664 |
) | |
Other real estate owned |
|
(582 |
) | |
Mortgage servicing rights |
|
(38 |
) | |
Core deposit intangible |
|
10,376 |
| |
Deferred taxes |
|
(907 |
) | |
Other assets |
|
(2,192 |
) | |
Interest-bearing time deposits |
|
(1,535 |
) | |
FHLB advances and other borrowings |
|
(151 |
) | |
Other liabilities |
|
860 |
| |
Trust preferred securities |
|
2,435 |
| |
Preliminary pro forma goodwill |
|
$ |
45,918 |
|
The following pro forma adjustments are reflected in the unaudited pro forma condensed combined financial information. All taxable adjustments were calculated using a 39.25% tax rate to arrive at deferred tax asset or liability adjustments. All adjustments are based on current assumptions and valuations, which are subject to change:
A. Cash paid for Centrue common stock of $61.0 million (of which $40.0 million was borrowed against a note payable with a three-year term, bearing interest at an interest rate of one-month LIBOR plus 225 basis points) and Centrues estimated transaction expenses, net of tax, of $1.1 million.
B. Fair value adjustment on investment securities based on managements estimate, which will be accreted on a level-yield basis over the remaining life of the investment securities.
C. Fair value adjustment on loans based on an $11.3 million discount to adjust for credit deterioration of the acquired portfolio and a $1.1 million premium for the impact of changes in market interest rates. The net fair value adjustment of $10.2 million is expected to be accreted over an estimated 6 year remaining life of the respective loans in a manner that approximates level yield.
D. Elimination of Centrues allowance for loan losses.
E. Fair value adjustment on premises and equipment based on managements estimate.
F. Fair value adjustment on other real estate owned based on managements estimate.
G. Fair value adjustment on mortgage servicing rights based on managements estimate.
H. Adjustment to 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 using the sum of years digits method over an 8 year life.
I. Adjustment to record estimate of goodwill that will be recognized as part of the transaction see the allocation of purchase price calculation above.
J. Fair value adjustment on other assets based on managements estimate.
K. Fair value adjustment on time deposits to reflect estimated current interest rates.
L. Adjustment to record $40.0 million note payable (see A above) and fair value adjustment on FHLB advances to reflect estimated current interest rates.
M. Fair value adjustment on trust preferred securities to reflect estimated current interest rates. Amortization is projected to be on a straight line basis over the remaining life of the trust preferred securities.
N. Fair value adjustment on other liabilities based on management estimate and adjustment of $0.9 million to record the net deferred tax liability related to the fair value adjustments and core deposit intangible resulting from book versus tax timing differences valued at an estimated tax rate of 39.25%.
O. Fair value adjustment on 2,636 shares of preferred stock issued as a component of the consideration paid by Midland.
P. Adjustment to record the elimination of Centrues shareholders equity of $125.8 million and the issuance of $112.5 million in common shares by Midland for the merger.
Q. Adjustment to record the elimination of 6,513,694 shares of Centrue common stock and the issuance of 3,219,238 shares of Midland common stock for the merger.
R. Adjustment to record accretion on the net credit / interest rate adjustment on the loan portfolio.
S. Adjustment to record estimate of yield adjustment for interest income on investment securities.
T. Adjustment to record amortization of interest rate adjustment on time deposits.
U. Adjustment to record estimate of interest expense on the note payable and amortization of interest rate adjustment on FHLB advances.
V. Adjustment to record accretion estimate of interest rate mark on trust preferred securities.
W. Adjustment to record amortization estimate of core deposit intangible.
X. Adjustment to record tax effects at an estimated effective tax rate of 39.25%.
Note 4 Estimated Merger Costs
The table below reflects Midlands current estimate of the aggregated merger costs of $11.1 million (net of $7.2 million of income taxes using a 39.25% tax rate) expected to be incurred in connection with the merger, which are excluded from the pro forma financial statements. The current estimates of these costs are as follow:
(dollars in thousands) |
|
|
| |
Change of control, severance and retention payments |
|
$ |
6,134 |
|
Premises and equipment costs |
|
849 |
| |
Data processing, termination and conversion |
|
5,127 |
| |
Professional fees and other noninterest expenses |
|
6,176 |
| |
Pre-tax merger costs |
|
18,286 |
| |
Income tax benefit |
|
(7,177 |
) | |
Total merger costs |
|
$ |
11,109 |
|