Business Combinations and Asset Acquisitions (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

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

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	%

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

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

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

Business acquisition, merger related expense

The following table shows the impact of the merger-related expenses for the periods indicated:

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Legal and professional	$	6,038	$	607	$	60,565	$	4,137
Personnel	3,575		(158)		33,790		1,151
Premises and equipment	8,706		56		43,981		113
Charitable contributions	—		—		20,000		—
Other	619		264		6,149		318
Total merger-related expenses	$	18,938	$	769	$	164,485	$	5,719

Business Acquisition, Pro Forma Information

	Unaudited Pro Forma for the
	Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022
Net interest income	$	1,494,339	$	1,498,444
Non-interest income	$	172,231	$	232,658
Net income (1)	$	530,049	$	363,786

(1) The 2023 pro forma net income was adjusted to exclude $192.5 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.