CHFC 2018 Annual Report

Note 2: Mergers and Acquisitions Merger with Talmer Bancorp, Inc. On August 31, 2016, the Corporation completed the merger with Talmer for total consideration of $1.61 billion. As a result of the merger, the Corporation issued 32.1 million shares of its common stock based on an exchange ratio where each Talmer shareholder received 0.4725 shares of the Corporation's common stock, and $1.61 in cash, for each share of Talmer common stock. In conjunction with the merger, the Corporation entered into and drew on a $125.0 million credit facility. The proceeds from the credit facility were used to pay off the Corporation's $25.0 million line-of-credit and a $37.5 million line-of-credit of Talmer, with the remaining proceeds used to partially fund the cash portion of the merger consideration. The credit facility was paid off during the year ended December 31, 2018. The Corporation had no merger and acquisition-related expenses during the year ended December 31, 2018 and incurred $8.5 million and $61.1 million of merger-related expenses during the years ended December 31, 2017 and 2016, respectively.As a result of themerger, Talmer Bank andTrust became awholly-owned subsidiary of the Corporation. Talmer Bank and Trust was consolidated with and into Chemical Bank during the fourth quarter of 2016. The Corporation determined that the merger with Talmer constitutes a business combination as defined by ASC 805. Accordingly, the assets acquired and liabilities assumed were recorded at their fair values on the date of acquisition. Fair values were determined in accordance with the guidance provided in ASC Topic 820, Fair Value Measurements, as of the merger date as presented in the following table. (Dollars in thousands) Consideration paid: Stock $ 1,504,811 Cash 107,638 Total consideration $ 1,612,449 Fair value of identifiable assets acquired: Cash and cash equivalents $ 433,352 Investment securities: Available-for-sale 808,894 Held-to-maturity 1,657 Loans held-for-sale 244,916 Loans 4,882,402 Premises and equipment 38,793 Loan servicing rights 42,462 Other intangible assets 19,088 Interest receivable and other assets 395,539 Total identifiable assets acquired $ 6,867,103 Fair value of liabilities assumed: Noninterest-bearing deposits $ 1,236,902 Interest-bearing deposits 4,057,716 Interest payable and other liabilities 100,936 Securities sold under agreements to repurchase with customers 19,704 Short-term borrowings 387,500 Long-term borrowings 299,597 Total liabilities assumed $ 6,102,355 Fair value of net identifiable assets acquired $ 764,748 Goodwill resulting from acquisition $ 847,701 Chemical Financial Corporation Notes to Consolidated Financial Statements December 31, 2018 103