Mergers and Acquisitions (Tables)

12 Months Ended

Dec. 31, 2016

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the allocation of purchase price to assets and liabilities acquired in connection with the Company’s acquisition of Heritage based on their fair values on July 1, 2015.



Purchase Price:
Shares issued to common shareholders	8,635,879
Fair value of common stock on date of issuance	$	32.60
Value of stock paid				$	281,530
Cash paid for fractional shares				26
Cash settlement for stock options				5,915
Deal charges paid on behalf of Heritage				7,973
Total Purchase Price				$	295,444
Net Assets Acquired:
Stockholders’ equity at acquisition date	$	160,652
Increase (decrease) to net assets as a result of fair value adjustments to assets acquired and liabilities assumed:
Securities	(1,401		)
Mortgage loans held for sale	(3,158		)
Loans, net of Heritage’s allowance for loan losses	(16,837		)
Fixed assets	(6,419		)
Intangible assets, net of Heritage’s existing core deposit intangible	18,193
Other real estate owned	1,390
FDIC loss share indemnification asset	(15,507		)
Other assets	3,045
Deposits	(3,776		)
Other liabilities	(7,873		)
Deferred income taxes	(8,077		)
Total Net Assets Acquired				120,232
Goodwill resulting from merger⁽¹⁾				$	175,212

⁽¹⁾The goodwill resulting from the merger has been assigned to the Community Banks operating segment.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value of assets acquired and liabilities assumed at acquisition date in connection with the merger with Heritage.



Cash and cash equivalents	$	38,626
Securities	177,849
Loans, including mortgage loans held for sale, net of unearned income	1,458,411
Premises and equipment	42,914
Other real estate owned	9,972
Intangible assets	187,468
Other assets	104,737
Total assets	2,019,977

Deposits	1,375,354
Borrowings	314,656
Other liabilities	34,523
Total liabilities	1,724,533

Business Acquisition, Pro Forma Information

The following unaudited pro forma combined condensed consolidated financial information presents the results of operations for the twelve months ended December 31, 2016 and 2015 of the Company as though the merger with Heritage had been completed as of January 1, 2014. The unaudited estimated pro forma information combines the historical consolidated results of Heritage with the Company’s historical consolidated results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the periods presented. The pro forma information is not indicative of what would have occurred had the acquisition taken place on January 1, 2014. The pro forma information does not include the effect of any cost-saving or revenue-enhancing strategies. Merger expenses are reflected in the period in which they were incurred.



	Twelve Months Ended
	December 31,
	2016		2015
Interest income	$	329,138	$	301,226
Interest expense	28,147		21,858
Net interest income	300,991		279,368
Provision for loan and lease losses	7,530		5,050
Noninterest income	137,231		135,379
Noninterest expense	294,915		309,803
Income before income taxes	135,777		99,894
Income taxes	44,847		31,772
Net income	$	90,930	$	68,122

Earnings per share:
Basic	$	2.18	$	1.69
Diluted	$	2.17	$	1.68