Item 1.01 Entry Into a Material Definitive Agreement.
Effective September 14, 2012, the Bank purchased a significant portion of the assets and assumed substantially all of the deposits and other liabilities of Truman from the FDIC, as receiver for Truman (the “Acquisition”), pursuant to the terms of the Agreements.
Under the terms of the Agreements, the Bank acquired approximately $269.4 million in assets, including approximately $208.1 million in loans and other real estate, approximately $34.8 million cash and cash equivalents and approximately $23.5 million in investment securities. The Bank also assumed approximately $250.4 million in liabilities, including approximately $230.0 million in deposits. In connection with the Acquisition, the FDIC made a payment to the Bank in the amount of approximately $10.5 million. This amount is subject to customary post-closing adjustments based upon the final closing date balance sheet for Truman. The terms of the Agreements provide for the FDIC to indemnify the Bank against certain claims, including claims with respect to liabilities of Truman not assumed or otherwise purchased by the Bank, claims made by shareholders of Truman, and claims based on any prior action or inaction by Truman’s directors, officers and other employees.
Pursuant to the terms of the purchase and assumption agreement’s loss sharing arrangements, the FDIC will cover 80% of the Bank’s losses on the disposition of approximately $117.8 million of loans and foreclosed real estate attributable to the Acquisition. The deposits were acquired with no deposit premium, and assets were acquired at a discount to Truman’s historic book value as of September 14, 2012, of $20.9 million, subject to customary adjustments. The Bank will reimburse the FDIC for 80% of its recoveries with respect to losses for which the FDIC paid the Bank 80% reimbursement under the loss sharing agreements. Pursuant to the terms of the loan sale agreement, the Bank acquired $60.6 million in additional loans with no loss sharing arrangements, at a 12% discount.
In addition, on October 14, 2020 (the “True-Up Measurement Date”), the Bank has agreed to pay to the FDIC 50% of the excess, if any, of (A) 25% of the product of (i) a fraction, the numerator which is the total shared loss recoveries, and the denominator is the net loss amount (the sum of all losses less the sum of all recoveries on the covered assets) plus (ii) a fraction, the numerator which is the total shared loss assets as of closing date, and the denominator is the total loans and other real estate acquired as of closing date, times (B) (i) the intrinsic loss estimate of $29.9 million minus the net loss amount less (ii) the asset discount bid of $20.9 million times a fraction, the numerator which is the intrinsic shared loss estimate of $29.9 million, and the denominator is the intrinsic loss estimate of $23.7 million, less (C) 2.5% of the total shared loss assets as of the bank closing date, as specific in the Agreement.
The Bank acquired approximately $1.4 million of real estate, furniture and equipment of Truman as part of the Acquisition from the FDIC. The Bank may exercise its option under the Agreement within 90 days after the Acquisition to be assigned any or all leases for leased banking facilities.
The forgoing summary of the Agreements is not complete and is qualified in its entirety by reference to the full text of the Agreements and certain exhibits attached thereto, a copy of which are attached hereto as Exhibit 2.1 and Exhibit 2.2 and incorporated by reference herein.
