Business Combinations and Asset Acquisitions (Tables)
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6 Months Ended |
Jun. 30, 2023 |
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| Business Combination and Asset Acquisition [Abstract] |
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| Schedule of Columbia and UHC common stock |
The table below summarizes the ownership of the combined company, Columbia, following the Merger, as well as the market capitalization of the combined company using shares of Columbia and UHC common stock outstanding at February 28, 2023 and Columbia’s closing price on February 28, 2023. | | | | | | | | | | | | | | | | | | | Columbia Ownership and Market Value Table
(Pro Forma) | | (in thousands) | Number of UHC Outstanding Shares | | Percentage Ownership | | Market Value at $29.73 Columbia Share Price | | Columbia shareholders | 78,863 | | | 37.9 | % | | $ | 2,344,600 | | | UHC shareholders | 129,378 | | | 62.1 | % | | 3,846,408 | | | Total | 208,241 | | | 100.0 | % | | $ | 6,191,008 | |
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| Schedule of hypothetical number of shares |
Next, the hypothetical number of shares UHC would have to issue to give Columbia shareholders the same percentage ownership in the combined company is calculated in the table below (based on shares of UHC common stock outstanding at February 28, 2023): | | | | | | | | | | | | | Hypothetical UHC Ownership | | (in thousands) | Number of UHC Outstanding Shares | | Percentage Ownership | | Columbia shareholders | 132,365 | | | 37.9 | % | | UHC shareholders | 217,150 | | | 62.1 | % | | Total | 349,515 | | | 100.0 | % |
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| Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable |
Finally, the purchase price for purposes of the transaction accounting adjustments is calculated based on the number of hypothetical shares of UHC common stock issued to Columbia shareholders, multiplied by the share price as demonstrated in the table below (amounts in thousands except per share data): | | | | | | | Number of hypothetical UHC common shares issued to Columbia shareholders | 132,365 | | UHC market price per share as of February 28, 2023 | $ | 17.66 | | | Purchase price determination of hypothetical UHC shares issued to Columbia shareholders | $ | 2,337,567 | | | Value of Columbia RSUs hypothetically converted to shares | 1,646 | | | Cash in lieu of fractional shares | 65 | | | Purchase price consideration | $ | 2,339,278 | |
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| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
| | | | | | | | | | | | | | | | (in thousands) | February 28, 2023 | | Purchase price consideration | | | | | | | | | | | | | | | Total merger consideration | | | $ | 2,339,278 | | | Fair value of assets acquired: | | | | | Cash and due from banks | $ | 274,587 | | | | | | | | | | Investment securities | 6,226,102 | | | | | Loans held for sale | 2,358 | | | | | Loans and leases, net of allowance for loan and lease losses | 10,884,218 | | | | | Restricted equity securities | 101,760 | | | | | Premises and equipment | 203,270 | | | | | | | | | | Other intangible assets | 710,230 | | | | | | | | | | Deferred tax asset, net | 256,288 | | | | | Other assets | 571,773 | | | | | Total assets acquired | $ | 19,230,586 | | | | | Fair value of liabilities assumed: | | | | | Deposits | $ | 15,193,474 | | | | | Securities sold under agreements to repurchase | 70,025 | | | | | Borrowings | 2,294,360 | | | | | Junior and other subordinated debentures | 20,310 | | | | | | | | | | Other liabilities | 342,373 | | | | | Total liabilities assumed | $ | 17,920,542 | | | | | Net assets acquired | | | $ | 1,310,044 | | | Goodwill | | | $ | 1,029,234 | | | | | | |
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| Disclosure detail of reconciliation of difference between purchase price and par |
The following table provides a summary of these PCD loans at acquisition: | | | | | | | (in thousands) | February 28, 2023 | | Principal of PCD loans acquired | $ | 478,648 | | | PCD ACL at acquisition | (26,492) | | | Non-credit discount on PCD loans | (49,337) | | | Fair value of PCD loans | $ | 402,819 | |
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| Business acquisition, merger related expense |
The following table shows the impact of the merger-related expenses for the periods indicated: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended | | Six Months Ended | | (in thousands) | | June 30, 2023 | | June 30, 2022 | | June 30, 2023 | | June 30, 2022 | | Legal and professional | | $ | 5,108 | | | $ | 2,531 | | | $ | 54,527 | | | $ | 3,530 | | | Personnel | | 8,761 | | | 38 | | | 30,215 | | | 1,310 | | | | | | | | | | | | Premises and equipment | | 14,010 | | | 57 | | | 35,275 | | | 57 | | | Charitable contributions | | — | | | — | | | 20,000 | | | — | | | | | | | | | | | | | | | | | | | | | Other | | 1,770 | | | 46 | | | 5,530 | | | 53 | | | Total merger-related expenses | | $ | 29,649 | | | $ | 2,672 | | | $ | 145,547 | | | $ | 4,950 | |
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| Business Acquisition, Pro Forma Information |
| | | | | | | | | | | | | Unaudited Pro Forma for the | | Six Months Ended | | (in thousands) | June 30, 2023 | | June 30, 2022 | | Net interest income | $ | 1,014,447 | | | $ | 959,039 | | | Non-interest income | $ | 128,250 | | | $ | 179,091 | | Net income (1) | $ | 381,212 | | | $ | 185,660 | | | | | | | | | |
(1) The 2023 pro forma net income was adjusted to exclude $173.5 million of merger-related costs, inclusive of historical Columbia merger related costs, incurred in 2023 and the 2022 pro forma net income was adjusted to include these costs.
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