Note 2—Mergers and Acquisitions
Generally, acquisitions are accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. Both the purchased assets and liabilities assumed are recorded at their respective acquisition date fair values. Acquisition-related costs are expensed separately from the acquisition. Restructuring costs that the acquirer expected but was not obligated to incur are expensed separately from the business combination. Determining the fair value of assets and liabilities, especially the loan portfolio and foreclosed real estate, is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available.
Peoples Bancorporation Acquisition
On December 19, 2011, the Company entered into an Agreement and Plan of Merger (the "Agreement") with Peoples Bancorporation, Inc. ("Peoples"), of Easley, South Carolina, the bank holding company for The Peoples National Bank ("PNB"), Bank of Anderson ("BOA"), and Seneca National Bank ("SNB"). At December 31, 2011, Peoples reported $545.9 million in total assets, $304.6 million in loans and $472.3 million in deposits. PNB has five banking offices in the upstate of South Carolina; BOA has two banking offices in Anderson, South Carolina; and SNB has one banking office in Seneca, South Carolina. The three subsidiary banks will initially become subsidiaries of the Company, but will ultimately be merged into the Bank.
Under the terms of the Agreement, Peoples' shareholders will receive aggregate consideration of approximately 1,004,000 shares of SCBT common stock, including Peoples' unvested restricted stock. The stock consideration is based upon a fixed exchange ratio of 0.1413 shares of SCBT common stock for each of the outstanding shares of Peoples' common stock, which as of December 31, 2011 totaled 7,021,563 shares of common stock and 84,000 shares of restricted stock that will immediately vest on the last trading date prior to the date of acquisition. The transaction will be valued at closing based upon SCBT's closing stock price on the last trading date prior to the date of acquisition. Based on the Company's closing stock price of $32.95, as of February 9, 2012, the transaction was valued at approximately $33.1 million in the aggregate or $4.66 per fully diluted Peoples share.
The transaction is subject to, among other things, required regulatory approvals and the affirmative vote of the holders of two-thirds of the outstanding shares of Peoples. The transaction is expected to close during the second quarter of 2012.
BankMeridian Acquisition
On July 29, 2011, the Bank entered into a purchase and assumption ("P&A") agreement with loss share arrangements with the FDIC to purchase certain assets and assume substantially all of the deposits and certain liabilities of BankMeridian, N.A., a full service community bank headquartered in Columbia, South Carolina. BankMeridian operated 3 branches in total in Columbia, Spartanburg, and Hilton Head, South Carolina.
Pursuant to the P&A agreement, the Bank received a discount of $30.8 million on the assets acquired and did not pay the FDIC a premium to assume all customer deposits. Most of the loans and foreclosed real estate purchased are covered by a loss share agreement between the FDIC and the Bank. Under this loss share agreement, the FDIC has agreed to cover 80% of loan and foreclosed real estate losses. Gains and recoveries on covered assets will offset losses, or be paid to the FDIC, at the applicable loss share percentage at the time of recovery. The loss sharing agreement applicable to single family assets (loans and OREO) provides for FDIC loss sharing and Bank reimbursement to the FDIC for ten years. The loss share agreement applicable to commercial assets (loans and OREO) provides for FDIC loss sharing for five years and Bank reimbursement to the FDIC for eight years. As of the date of acquisition, we calculated the amount of such reimbursements that we expect to receive from the FDIC using the present value of anticipated cash flows from the covered assets based on the credit adjustments estimated for each pool of loans and the estimated losses on foreclosed assets. In accordance with FASB ASC Topic 805, the FDIC indemnification asset was initially recorded at its fair value, and is measured separately from the loan assets and foreclosed assets because the loss sharing agreements are not contractually embedded in them or transferable with them in the event of disposal. The balance of the FDIC indemnification asset increases and decreases as the expected and actual cash flows from the covered assets fluctuate, as loans are paid off or impaired and as loans and foreclosed assets are sold. There are no contractual interest rates on this contractual receivable from the FDIC; however, a discount was recorded against the initial balance of the FDIC indemnification asset in conjunction with the fair value measurement as this receivable will be collected over the term of the loss sharing agreement. This discount will be accreted to non-interest income over future periods.
The Bank did not immediately acquire the real estate, banking facilities, furniture or equipment of BankMeridian as a part of the P&A agreement. However, the Bank had the option to purchase the real estate and furniture and equipment from the FDIC. The term of this option expired approximately 90 days from the date of the acquisition. In September of 2011, the Bank consolidated the main BankMeridian location in Columbia into the Bank's main Columbia location, and opted not to acquire this facility. The Bank also consolidated its Spartanburg and Hilton Head locations into the locations assumed in the BankMeridian transaction during the fourth quarter of 2011. The result of these actions was no additional branch locations for the Bank.
As of December 31, 2011, there have been no adjustments or changes to the initial fair values related to the BankMeridian acquisition. The purchase accounting adjustments and the loss sharing arrangement with the FDIC significantly impact the effects of the acquired entity on the ongoing operations of the Company. Additionally, disclosure of pro forma financial information is made difficult by the troubled nature of BankMeridian prior to the date of the combination. Accordingly, no pro forma financial information has been presented.
During the year ended December 31, 2011, noninterest income included a pre-tax gain of $11.0 million which resulted from the acquisition of BankMeridian. The amount of the gain was equal to the amount by which the fair value of assets acquired exceeded the fair value of liabilities assumed, and resulted from the discount bid on the assets acquired and the impact of the FDIC loss share agreement, both of which are attributable to the troubled nature of BankMeridian prior to the acquisition. The Company recognized $776,000 in merger-related expense from the BankMeridian acquisition during the year ended December 31, 2011.
Included in the initial fair value of the FDIC indemnification asset recognized below is an expected "true up" with the FDIC, where there is an estimated payment to the FDIC of approximately $1.0 million at the end of the loss share agreement (in 10 years). The actual payment will be determined at the end of the loss sharing agreement term and is based on the negative bid, expected losses, intrinsic loss estimate, and assets covered under loss share. This "true up" estimate will be eliminated if the actual losses were to exceed management's current estimate by an additional $10.0 million.
The following table presents the assets acquired and liabilities assumed as of July 29, 2011, as recorded by BankMeridian on the acquisition date and as adjusted for purchase accounting adjustments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
As Recorded by
BankMeridian |
|
Balances
Kept by
FDIC |
|
Balances
Acquired
from FDIC |
|
Fair Value
Adjustments |
|
As Recorded
by SCBT |
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
28,363 |
|
$ |
23 |
|
$ |
28,386 |
|
$ |
— |
|
$ |
28,386 |
|
Investment securities |
|
|
35,671 |
|
|
(77 |
) |
|
35,594 |
|
|
(242 |
)(a) |
|
35,352 |
|
Loans |
|
|
145,290 |
|
|
9,021 |
|
|
154,311 |
|
|
(59,330 |
)(b) |
|
94,981 |
|
Premises and equipment |
|
|
1,320 |
|
|
(1,316 |
) |
|
4 |
|
|
15 |
(c) |
|
19 |
|
Intangible assets |
|
|
— |
|
|
— |
|
|
— |
|
|
551 |
(d) |
|
551 |
|
FDIC receivable for loss sharing agreement |
|
|
— |
|
|
— |
|
|
— |
|
|
50,753 |
(e) |
|
50,753 |
|
Other real estate owned and repossessed assets |
|
|
13,932 |
|
|
669 |
|
|
14,601 |
|
|
(9,775 |
)(f) |
|
4,826 |
|
Other assets |
|
|
1,126 |
|
|
492 |
|
|
1,618 |
|
|
(761 |
)(g) |
|
857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
225,702 |
|
$ |
8,812 |
|
$ |
234,514 |
|
$ |
(18,789 |
) |
$ |
215,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing |
|
$ |
12,431 |
|
$ |
(12 |
) |
$ |
12,419 |
|
$ |
— |
|
$ |
12,419 |
|
Interest-bearing |
|
|
192,551 |
|
|
(4,609 |
) |
|
187,942 |
|
|
220 |
(h) |
|
188,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
|
204,982 |
|
|
(4,621 |
) |
|
200,361 |
|
|
220 |
|
|
200,581 |
|
Other borrowings |
|
|
20,000 |
|
|
— |
|
|
20,000 |
|
|
790 |
(i) |
|
20,790 |
|
Other liabilities |
|
|
1,016 |
|
|
(142 |
) |
|
874 |
|
|
— |
|
|
874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
225,998 |
|
|
(4,763 |
) |
|
221,235 |
|
|
1,010 |
|
|
222,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired over (under) liabilities assumed |
|
$ |
(296 |
) |
$ |
13,575 |
|
$ |
13,279 |
|
$ |
(19,799 |
) |
$ |
(6,520 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Excess of assets acquired over (under) liabilities assumed |
|
$ |
(296 |
) |
$ |
13,575 |
|
$ |
13,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate fair value adjustments |
|
|
|
|
|
|
|
|
|
|
$ |
(19,799 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash received from the FDIC |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,050 |
|
Cash due from FDIC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on acquisition (noninterest income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Explanation of fair value adjustments
Adjustment reflects:
- (a)
- Adjustment reflects marking the available-for-sale portfolio to fair value as of the acquisition date.
- (b)
- Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired loan portfolio.
- (c)
- Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired premises and equipment.
- (d)
- Adjustment reflects the recording of the core deposit intangible on the acquired deposit accounts.
- (e)
- Adjustment reflects the estimated fair value of payments the Company will receive from the FDIC under the loss share agreements.
- (f)
- Adjustment reflects the fair value adjustments to OREO based on the Company's evaluation of the acquired OREO portfolio.
- (g)
- Adjustment reflects uncollectible portion of accrued interest receivable.
- (h)
- Adjustment arises since the rates on interest-bearing deposits are higher than rates available on similar deposits as of the acquisition date.
- (i)
- Adjustment reflects the prepayment fee paid when FHLB advances were completely paid off in August 2011.
Habersham Bank Acquisition
On February 18, 2011, the Bank entered into a P&A agreement with loss share arrangements with the FDIC to purchase certain assets and assume substantially all of the deposits and certain liabilities of Habersham Bank ("Habersham"), a full service Georgia state-chartered community bank headquartered in Clarkesville, Georgia. Habersham operated eight branches in the northeast region of Georgia.
Pursuant to the P&A agreement, the Bank received a discount of $38.3 million on the assets acquired and did not pay the FDIC a premium to assume all customer deposits. Most of the loans and foreclosed real estate purchased are covered by a loss share agreement between the FDIC and the Bank. Under this loss share agreement, the FDIC has agreed to cover 80% of loan and foreclosed real estate losses. Gains and recoveries on covered assets will offset losses, or be paid to the FDIC, at the applicable loss share percentage at the time of recovery. The loss sharing agreement applicable to single family assets (loans and OREO) provides for FDIC loss sharing and Bank reimbursement to the FDIC for ten years. The loss share agreement applicable to commercial assets (loans and OREO) provides for FDIC loss sharing for five years and Bank reimbursement to the FDIC for eight years. As of the date of acquisition, we calculated the amount of such reimbursements that we expect to receive from the FDIC using the present value of anticipated cash flows from the covered assets based on the credit adjustments estimated for each pool of loans and the estimated losses on foreclosed assets. In accordance with FASB ASC Topic 805, the FDIC indemnification asset was initially recorded at its fair value, and is measured separately from the loan assets and foreclosed assets because the loss sharing agreements are not contractually embedded in them or transferable with them in the event of disposal. The balance of the FDIC indemnification asset increases and decreases as the expected and actual cash flows from the covered assets fluctuate, as loans are paid off or impaired and as loans and foreclosed assets are sold. There are no contractual interest rates on this contractual receivable from the FDIC; however, a discount was recorded against the initial balance of the FDIC indemnification asset in conjunction with the fair value measurement as this receivable will be collected over the term of the loss sharing agreement. This discount will be accreted to non-interest income over future periods.
The Bank did not immediately acquire the real estate, banking facilities, furniture or equipment of Habersham as a part of the P&A agreement. However, the Bank had the option to purchase the real estate and furniture and equipment from the FDIC. The term of this option expired on May 19, 2011. On May 19, 2011, the Bank notified the FDIC that it planned to acquire four bank facilities with an appraised value of approximately $6.7 million. In addition, the Bank notified the FDIC that it planned to purchase approximately $362,000 of furniture or equipment related to five locations being retained by the Bank. The Bank settled this purchase along with other settlement items on February 15, 2012 for approximately $7.2 million. These five banking facilities include both leased and owned locations. In June of 2011, the Bank closed three branches and converted the operating system of the acquired Georgia franchise.
As of December 31, 2011, there have been no adjustments or changes to the initial fair values related to the Habersham acquisition. The purchase accounting adjustments and the loss sharing arrangement with the FDIC significantly impact the effects of the acquired entity on the ongoing operations of the Company. Additionally, disclosure of pro forma financial information is made difficult by the troubled nature of Habersham prior to the date of the combination. Accordingly, no pro forma financial information has been presented.
For the year ended December 31, 2011, noninterest income included a pre-tax gain of $5.5 million which resulted from the acquisition of Habersham. The amount of the gain was equal to the amount by which the fair value of assets acquired exceeded the fair value of liabilities assumed, and resulted from the discount bid on the assets acquired and the impact of the FDIC loss share agreement, both of which are attributable to the troubled nature of Habersham prior to the acquisition. The Company recognized $2.6 million in merger-related expense related to the Habersham acquisition, including lease termination payments related to branch consolidations, during the year ended December 31, 2011.
There is no expected "true up" included in the initial fair value of the FDIC indemnification asset recognized for this acquisition. This is the result of the amount of the negative bid, the expected losses, intrinsic loss estimate, and the assets covered under loss share. This "true up" estimate could result in a needed payment obligation to the FDIC if the expected losses were to decline by more than $21.9 million.
The following table presents the assets acquired and liabilities assumed as of February 18, 2011, as recorded by Habersham on the acquisition date and as adjusted for purchase accounting adjustments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
As Recorded
by Habersham |
|
Balances
Kept by
FDIC |
|
Balances
Acquired
from FDIC |
|
Fair Value
Adjustments |
|
As Recorded
by SCBT |
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
31,924 |
|
$ |
(4 |
) |
$ |
31,920 |
|
$ |
— |
|
$ |
31,920 |
|
Investment securities |
|
|
65,018 |
|
|
(3,582 |
) |
|
61,436 |
|
|
(566 |
)(a) |
|
60,870 |
|
Loans |
|
|
212,828 |
|
|
9,039 |
|
|
221,867 |
|
|
(94,414 |
)(b) |
|
127,453 |
|
Premises and equipment |
|
|
16,915 |
|
|
(16,915 |
) |
|
— |
|
|
— |
|
|
— |
|
Intangible assets |
|
|
— |
|
|
— |
|
|
— |
|
|
3,262 |
(c) |
|
3,262 |
|
FDIC receivable for loss sharing agreement |
|
|
— |
|
|
— |
|
|
— |
|
|
87,418 |
(d) |
|
87,418 |
|
Other real estate owned and repossessed assets |
|
|
42,024 |
|
|
(616 |
) |
|
41,408 |
|
|
(26,915 |
)(e) |
|
14,493 |
|
Other assets |
|
|
14,446 |
|
|
(11,227 |
) |
|
3,219 |
|
|
— |
|
|
3,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
383,155 |
|
$ |
(23,305 |
) |
$ |
359,850 |
|
$ |
(31,215 |
) |
$ |
328,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing |
|
$ |
76,205 |
|
$ |
(5 |
) |
$ |
76,200 |
|
$ |
— |
|
$ |
76,200 |
|
Interest-bearing |
|
|
263,246 |
|
|
— |
|
|
263,246 |
|
|
1,203 |
(f) |
|
264,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
|
339,451 |
|
|
(5 |
) |
|
339,446 |
|
|
1,203 |
|
|
340,649 |
|
Other borrowings |
|
|
39,433 |
|
|
(6 |
) |
|
39,427 |
|
|
344 |
(g) |
|
39,771 |
|
Other liabilities |
|
|
2,819 |
|
|
(1,710 |
) |
|
1,109 |
|
|
— |
|
|
1,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
381,703 |
|
|
(1,721 |
) |
|
379,982 |
|
|
1,547 |
|
|
381,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired over (under) liabilities assumed |
|
$ |
1,452 |
|
$ |
(21,584 |
) |
$ |
(20,132 |
) |
$ |
(32,762 |
) |
$ |
(52,894 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Excess of assets acquired over (under) liabilities assumed |
|
$ |
1,452 |
|
$ |
(21,584 |
) |
$ |
(20,132 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate fair value adjustments |
|
|
|
|
|
|
|
|
|
|
$ |
(32,762 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash received from the FDIC |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
59,360 |
|
Cash due to FDIC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(938 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on acquisition (noninterest income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Explanation of fair value adjustments
Adjustment reflects:
- (a)
- Adjustment reflects marking the available-for-sale portfolio to fair value as of the acquisition date.
- (b)
- Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired loan portfolio.
- (c)
- Adjustment reflects the recording of the core deposit intangible on the acquired deposit accounts.
- (d)
- Adjustment reflects the estimated fair value of payments the Company will receive from the FDIC under the loss share agreements.
- (e)
- Adjustment reflects the fair value adjustments to OREO based on the Company's evaluation of the acquired OREO portfolio.
- (f)
- Adjustment arises since the rates on interest-bearing deposits are higher than rates available on similar deposits as of the acquisition date.
- (g)
- Adjustment reflects the prepayment fee paid when FHLB advances were completely paid off in February 2011.
Community Bank and Trust Acquisition
On January 29, 2010, the Bank entered into a P&A agreement, including loss share arrangements, with the FDIC to purchase certain assets and assume substantially all of the deposits and certain liabilities of CBT, a full service Georgia state-chartered community bank headquartered in Cornelia, Georgia. CBT operated 38 locations, including 36 branches, one loan production office and one trust office in the northeast region of Georgia.
Pursuant to the P&A agreement, the Bank received a discount of $158.0 million on the assets acquired and did not pay the FDIC a premium to assume all customer deposits. The loans and foreclosed real estate purchased are covered by a loss share agreement between the FDIC and the Bank. Under this loss share agreement, the FDIC has agreed to cover 80% of loan and foreclosed real estate losses up to $233.0 million and 95% of losses that exceed that amount. Gains and recoveries on covered assets will offset losses, or be paid to the FDIC, at the applicable loss share percentage at the time of recovery. The loss sharing agreement applicable to single family assets (loans and OREO) provides for FDIC loss sharing and Bank reimbursement to the FDIC for ten years. The loss share agreement applicable to commercial assets (loans and OREO) provides for FDIC loss sharing for five years and Bank reimbursement to the FDIC for eight years. The loss share agreement applicable to single family loans provides for FDIC loss sharing for ten years and Bank reimbursement to the FDIC for ten years. As of the date of acquisition, we calculated the amount of such reimbursements that we expect to receive from the FDIC using the present value of anticipated cash flows from the covered assets based on the credit adjustments estimated for each pool of loans and the estimated losses on foreclosed assets. In accordance with FASB ASC Topic 805, the FDIC indemnification asset was initially recorded at its fair value, and is measured separately from the loan assets and foreclosed assets because the loss sharing agreements are not contractually embedded in them or transferable with them in the event of disposal. The balance of the FDIC indemnification asset increases and decreases as the expected and actual cash flows from the covered assets fluctuate, as loans are paid off or impaired and as loans and foreclosed assets are sold. There are no contractual interest rates on this contractual receivable from the FDIC; however, a discount was recorded against the initial balance of the FDIC indemnification asset in conjunction with the fair value measurement as this receivable will be collected over the term of the loss sharing agreements. This discount will be accreted to non-interest income over future periods.
The Bank did not immediately acquire the real estate, banking facilities, furniture or equipment of CBT as a part of the P&A agreement. However, on October 27, 2010, the Bank acquired seven bank facilities with an appraised value of approximately $10.9 million. In addition, the Bank purchased approximately $700,000 of furniture or equipment related to 27 locations retained by the Bank. In late May and early June of 2010, the Bank closed 10 bank branches, one trust office, and converted the operating system of the acquired Georgia franchise.
There were no adjustments or changes to the initial fair values related to the CBT acquisition within the one year time frame from the date of acquisition. The purchase accounting adjustments and the loss sharing arrangement with the FDIC will significantly impact the effects of the acquired entity on the ongoing operations of the Company.
For the year ended December 31, 2010, noninterest income included a pre-tax gain of $98.1 million as a result of the acquisition of CBT. The amount of the gain was equal to the amount by which the fair value of assets acquired exceeded the fair value of liabilities assumed, and resulted from the discount bid on the assets acquired and the impact of the FDIC loss share agreement, both of which are attributable to the troubled nature of CBT prior to the acquisition. The Company recognized $5.5 million in merger-related expense during the twelve months ended December 31, 2010.
Currently, there is no "true up" expected with the CBT loss share agreement, given the level of expected losses. These expected losses would need to improve by approximately $19.0 million to result in a needed "true-up" payment to the FDIC. |