Note 2: Acquisitions

On December 26, 2017, the Company announced the signing of a definitive agreement and plan of merger (the “Merger Agreement”) to acquire Greater Chicago Financial Corp. and its wholly-owned bank subsidiary, ABC Bank, in an all-cash transaction. Under the terms of the Merger Agreement, the Company will acquire all of the outstanding common stock of Greater Chicago Financial Corp. in a transaction valued at approximately $41.1 million. The Company will acquire and simultaneously retire $6.3 million of outstanding subordinated debentures of Greater Chicago Financial Corp. The ultimate per share consideration for shareholders of Greater Chicago Financial Corp. will depend upon the conversion election of holders of approximately $2.0 million of subordinated debentures that are convertible to common stock. The Merger Agreement requires the purchase price to be increased by an amount equal to the aggregate amount of outstanding principal and accrued but unpaid interest of such converted indebtedness actually converted into Greater Chicago Financial Corp. common stock. ABC Bank had total assets of $342.6 million as of December 31, 2017, including $234.4 million of net loans. The boards of the Company and Greater Chicago Financial Corp. unanimously approved the transaction which is subject to regulatory approval and customary closing conditions. Greater Chicago Financial Corp.’s shareholders have approved the transaction, which is expected to close in the second quarter of 2018. Acquisition costs incurred for the year ending December 31, 2017, related to the pending merger with Greater Chicago Financial Corp. were $65,000, and were expensed as incurred.

On October 28, 2016, the Bank completed its previously announced acquisition of the Chicago branch of Talmer Bank and Trust, the banking subsidiary of Talmer Bancorp, Inc. (“Talmer”). As a result of this transaction, the Bank acquired $223.8 million of loans, prior to fair value adjustment, and $48.9 million of deposits. The purchase resulted in the Company establishing a metropolitan Chicago office presence with a strong commercial client focus, and retention of an experienced lending team. The acquisition was funded with security sales and cash on hand, and was recorded applying the acquisition method of accounting. The following table presents the assets acquired and the liabilities assumed, both tangible and intangible, net of fair value adjustments, as of the acquisition date:


Talmer Branch Acquisition Summary
As of Date of Acquisition
		10/28/2016
Assets acquired:
Cash on hand	$	122
Loans, net of purchase accounting adjustments		220,988
Premises and equipment, net		230
Goodwill		8,375
Core deposit intangible		659
Other assets acquired, including accrued interest, prepaids		573
Liabilities assumed:
Deposits - noninterest bearing demand		28,850
Deposits - interest bearing - Savings, NOW and Money market		17,941
Deposits - Time		2,103
Other liabilities assumed, including escrow deposits and payables		574
Net assets acquired, or total cash paid for acquisition	$	181,479

Acquisition expenses incurred in 2016 related to the Talmer branch purchase totaled $269,000 as of December 31, 2016; all material acquisition costs identified were paid or accrued as of year end 2016. As of December 31, 2016, the Company recorded $8.5 million of goodwill and acquisition costs that were tax deductible.