ACQUISITIONS

Pending Acquisitions

Bridgeview Bancorp, Inc.

On December 6, 2018, the Company entered into a merger agreement to acquire Bridgeview Bancorp, Inc. ("Bridgeview"), the holding company for Bridgeview Bank Group. As of September 30, 2018, Bridgeview had approximately $1.2 billion of assets, $1.1 billion of deposits, and $800 million of loans, excluding Bridgeview's mortgage division, which the Company is not acquiring. The merger agreement provides for a fixed exchange ratio of 0.2767 shares of Company common stock, plus $1.79 in cash, for each share of Bridgeview common stock, subject to certain adjustments. As of the date of announcement, the overall transaction was valued at approximately $145 million. The acquisition is subject to customary regulatory approvals, the approval of Bridgeview's stockholders, and the completion of various closing conditions, and is expected to close in the second quarter of 2019.

Completed Acquisitions

Northern Oak Wealth Management, Inc.

On January 16, 2019, the Company completed its acquisition of Northern Oak Wealth Management, Inc. ("Northern Oak"), a registered investment adviser based in Milwaukee, Wisconsin with approximately $800.0 million of assets under management at closing.

Northern States Financial Corporation

On October 12, 2018, the Company completed its acquisition of Northern States Financial Corporation, ("Northern States"), the holding company for NorStates Bank, based in Waukegan, Illinois. At closing, the Company acquired $578.7 million of total assets, $463.2 million of deposits, and $284.9 million of loans. Under the terms of the merger agreement, on October 12, 2018, each outstanding share of Northern States common stock, excluding shares held in treasury or otherwise owned by the Company or Northern States, was canceled and converted into the right to receive 0.0363 of a share of Company common stock. The merger consideration totaled $83.3 million and resulted in the Company issuing 3,310,912 shares of Company common stock. Goodwill of $29.3 million associated with the acquisition was recorded by the Company. All Northern States operating systems were converted during the fourth quarter of 2018. The fair value adjustments, including goodwill, associated with this transaction remain preliminary and may change as the Company continues to finalize the fair value of the assets and liabilities acquired.

Premier Asset Management LLC

On February 28, 2017, the Company completed its acquisition of Premier, a registered investment adviser based in Chicago, Illinois with approximately $550.0 million of assets under management at closing. During 2018, the Company finalized the fair value adjustments associated with the Premier transaction, which required a measurement period adjustment of $1.9 million to increase goodwill. This adjustment was recognized in the current period in accordance with accounting guidance applicable to business combinations.

Standard Bancshares, Inc.

On January 6, 2017, the Company completed its acquisition of Standard Bancshares, Inc. ("Standard") the holding company for Standard Bank and Trust Company. At closing, the Company acquired $2.6 billion of total assets, $2.0 billion of deposits, and $1.8 billion of loans. Under the terms of the merger agreement, each outstanding share of Standard common stock was canceled and converted into the right to receive 0.4350 of a share of Company common stock. The merger consideration totaled $580.7 million, which consisted of 21,057,085 shares of Company common stock and $47.1 million of cash. Goodwill of $345.3 million associated with the acquisition was recorded by the Company. All operating systems were converted during the first quarter of 2017. During 2017, the Company finalized the fair value adjustments associated with the Standard transaction.

The following table presents the assets acquired and liabilities assumed, net of the fair value adjustments, in the Northern States and Standard transactions as of the acquisition date. The assets acquired and liabilities assumed, both intangible and tangible, were recorded at their estimated fair values as of the acquisition date and have been accounted for under the acquisition method of accounting.

Acquisition Activity

(Dollar amounts in thousands, except share and per share data)



	Northern States		Standard
	October 12, 2018		January 6, 2017
Assets
Cash and due from banks and interest-bearing deposits in other banks	$	160,145	$	102,149
Equity securities	3,915		—
Securities available-for-sale	47,149		214,107
FHLB and FRB stock	554		3,247
Loans	284,924		1,762,303
OREO	2,549		8,424
Investment in BOLI	11,104		55,629
Goodwill	29,343		345,334
Other intangible assets	12,230		31,072
Premises, furniture, and equipment	7,039		56,517
Accrued interest receivable and other assets	19,717		60,278
Total assets	$	578,669	$	2,639,060
Liabilities
Noninterest-bearing deposits	$	346,714	$	675,354
Interest-bearing deposits	116,446		1,348,520
Total deposits	463,160		2,023,874
Borrowed funds	18,218		—
Senior and subordinated debt	8,038		—
Accrued interest payable and other liabilities	5,950		34,471
Total liabilities	495,366		2,058,345
Consideration Paid
Common stock (2018 - 3,310,912, shares issued at $25.16 per share, 2017 - 21,057,085 share issued at $25.34 per share), net of issuance costs	83,303		533,590
Cash paid	—		47,125
Total consideration paid	83,303		580,715
	$	578,669	$	2,639,060

Expenses related to the acquisition and integration of completed and pending transactions totaled $9.6 million, $20.1 million and $14.4 million during the years ended December 31, 2018, 2017 and 2016, respectively, and are reported as a separate component within noninterest expense in the Consolidated Statements of Income.