Wesbanco Inc 8-K/A, filed Mar 28, 2025
Wesbanco Inc (WSBC)
About this 8-K/A
Wesbanco Inc filed this 8-K/A on March 28, 2025, reporting on events of February 28, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
Former Name or Former Address, if Changed Since Last Report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
As previously disclosed in the Current Report on Form 8-K filed by Wesbanco, Inc., a West Virginia corporation (“Wesbanco”) on March 3, 2025 (the “Initial Form 8-K”), on February 28, 2025, Wesbanco completed its previously announced merger (the “Merger”) with Premier Financial Corp., an Ohio corporation (“Premier Financial”), pursuant to the Agreement and Plan of Merger, dated as of July 25, 2024, by and among Wesbanco, Wesbanco Bank, Inc., a West Virginia corporation and a wholly-owned subsidiary of Wesbanco, Premier Financial and Premier Bank, an Ohio corporation and a wholly-owned subsidiary of Premier Financial.
This Current Report on Form 8-K/A amends the Initial Form 8-K to include the historical financial statements of Premier Financial and the pro forma financial information required to be filed under Item 9.01 of Form 8-K. The disclosure included in the Initial Form 8-K otherwise remains unchanged.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
The audited financial statements of Premier Financial as of December 31, 2024 and December 31, 2023 and for each of the years in the three-year period ended December 31, 2024 are filed as Exhibit 99.2 and incorporated herein by reference.
| (b) | Pro Forma Financial Information. |
The unaudited pro forma condensed combined financial statements of Wesbanco as of December 31, 2024 and for the year ended December 31, 2024 are filed as Exhibit 99.3 hereto and incorporated herein by reference.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Wesbanco, Inc. | ||||||
| (Registrant) | ||||||
| Date: March 28, 2025 | /s/ Daniel K. Weiss, Jr. | |||||
| Daniel K. Weiss, Jr. | ||||||
Senior Executive Vice President and Chief Financial Officer | ||||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement No. 333-270051 and No. 333-282111 on Form S-3 and Registration Statements No. 333-107736, No. 333-158749, No. 333-166541, No. 333-214620, No. 333-217398, No. 333-236741, No. 333-255443, No. 333-278833 and No. 333-280596 on Form S-8 of Wesbanco, Inc of our report dated February 28, 2025, on the consolidated statements of financial condition of Premier Financial Corp. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, which is incorporated by reference in Exhibit 99.2 of this Current Report on Form 8-K/A.
/s/ Crowe LLP
Crowe LLP
Cleveland, Ohio
March 28, 2025
EXHIBIT 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Wesbanco, Inc. and Premier Financial Corp. (“Premier Financial”), and has been prepared to illustrate the financial effect of the merger of Premier Financial with and into Wesbanco, which became effective on February 28, 2025 (the “Merger”). The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Wesbanco and its subsidiaries and of Premier Financial and its subsidiaries, as an acquisition by Wesbanco of Premier Financial using the acquisition method of accounting (Accounting Standards Codification (ASC) 805 “Business Combinations”) and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Premier Financial will be recorded by Wesbanco at their respective fair values as of the date the Merger is completed. The pro forma financial information should be read in conjunction with Wesbanco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Premier Financial’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which are incorporated by reference herein.
The unaudited pro forma condensed combined financial information set forth below assumes that the Merger was consummated on January 1, 2024 for purposes of the unaudited pro forma condensed combined statements of income and December 31, 2024 for purposes of the unaudited pro forma condensed combined balance sheet and gives effect to the Merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period presented.
These unaudited pro forma condensed combined financial statements reflect the Merger based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the Merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial statements included herein are presented for informational purposes only and do not necessarily reflect the financial results of the combined company had the companies actually been combined at the beginning of each period presented. This information has been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisition of Premier Financial, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results. The adjustments included in these unaudited pro forma condensed financial statements are preliminary and may be revised. This information also does not reflect the benefits of the expected cost savings, expense efficiencies or any potential balance sheet restructuring, opportunities to earn additional revenue, potential impacts of current market conditions on revenues, or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the Merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future. The unaudited pro forma condensed combined financial statements and accompanying notes should be read in conjunction with and are qualified in their entirety by reference to the historical consolidated financial statements and related notes thereto of Wesbanco and its subsidiaries and of Premier Financial and its subsidiaries. Such information and notes thereto are incorporated by reference herein.
Wesbanco, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2024
| Wesbanco, Inc. | Premier Financial Corp. |
Transaction Adjustments(1) |
Pro Forma Combined Wesbanco, Inc. |
|||||||||||||||||
| Assets |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 568,137 | $ | 121,489 | $ | (138 | ) | (a | ) | $ | 689,488 | |||||||||
| Equity securities |
13,427 | 4,037 | — | 17,464 | ||||||||||||||||
| Available for sale securities |
2,246,072 | 1,156,568 | — | 3,402,640 | ||||||||||||||||
| Held to maturity securities |
1,152,760 | — | — | 1,152,760 | ||||||||||||||||
| Gross loans |
12,675,124 | 6,594,591 | (395,160 | ) | (b | ) | 18,874,555 | |||||||||||||
| Allowance for credit losses |
(138,766 | ) | (75,688 | ) | (43,251 | ) | (c | ) | (257,705 | ) | ||||||||||
| Goodwill and other intangibles |
1,124,016 | 304,089 | 338,257 | (d | ) | 1,766,362 | ||||||||||||||
| Other assets |
1,043,528 | 476,489 | 42,520 | (e | ) | 1,562,537 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Assets |
$ | 18,684,298 | $ | 8,581,575 | $ | (57,772 | ) | $ | 27,208,101 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Liabilities and Shareholders’ Equity |
||||||||||||||||||||
| Deposits |
$ | 14,133,717 | $ | 6,849,799 | $ | — | $ | 20,983,516 | ||||||||||||
| Other borrowings |
1,192,073 | 507,000 | (354 | ) | (f | ) | 1,698,719 | |||||||||||||
| Subordinated and junior subordinated debt |
279,308 | 85,356 | (4,902 | ) | (g | ) | 359,762 | |||||||||||||
| Other liabilities |
288,919 | 137,607 | 57,699 | (h | ) | 484,225 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Liabilities |
15,894,017 | 7,579,762 | 52,443 | 23,526,222 | ||||||||||||||||
| Preferred stock |
144,484 | — | — | 144,484 | ||||||||||||||||
| Common stock |
156,985 | 306 | 59,564 | (i | ) | 216,855 | ||||||||||||||
| Capital surplus |
1,809,679 | 690,946 | 257,029 | (j | ) | 2,757,654 | ||||||||||||||
| Retained earnings |
1,192,091 | 596,932 | (713,179 | ) | (k | ) | 1,075,844 | |||||||||||||
| Treasury stock |
(292,244 | ) | (129,553 | ) | 129,553 | (l | ) | (292,244 | ) | |||||||||||
| Accumulated other comprehensive loss |
(220,714 | ) | (156,818 | ) | 156,818 | (m | ) | (220,714 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Shareholders’ Equity |
2,790,281 | 1,001,813 | (110,215 | ) | 3,681,879 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Liabilities and Shareholders’ Equity |
$ | 18,684,298 | $ | 8,581,575 | $ | (57,772 | ) | $ | 27,208,101 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | See Note B to the notes to the unaudited pro forma condensed combined financial information, Purchase Accounting Adjustments, for additional information and cross-references to the pro forma adjustments. |
See notes to the unaudited pro forma condensed combined financial information.
Wesbanco, Inc.
Unaudited Pro Forma Condensed Combined Statement of Income
For the Year Ended December 31, 2024
| Wesbanco, Inc. |
Premier Financial Corp. |
Transaction Adjustments(1) |
Financing Adjustments(1) |
Pro Forma Combined Wesbanco, Inc. |
||||||||||||||||||||||
| (Dollars in thousands, except per share amounts) | ||||||||||||||||||||||||||
| Interest Income |
||||||||||||||||||||||||||
| Loans, including fees |
$ | 709,802 | $ | 351,182 | $ | 91,083 | (n) | — | $ | 1,152,067 | ||||||||||||||||
| Securities and other |
115,839 | 41,486 | 30,023 | (o) | — | 187,348 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total Interest Income |
825,641 | 392,668 | 121,106 | — | 1,339,415 | |||||||||||||||||||||
| Interest Expense |
||||||||||||||||||||||||||
| Deposits |
264,901 | 171,111 | — | — | 436,012 | |||||||||||||||||||||
| Other borrowings |
82,532 | 20,288 | 821 | (p) | (11,000 | ) | (t | ) | 92,641 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total Interest Expense |
347,433 | 191,399 | 821 | (11,000 | ) | 528,653 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net Interest Income |
478,208 | 201,269 | 120,285 | 11,000 | 810,762 | |||||||||||||||||||||
| Provision for credit losses |
19,206 | 2,489 | 70,665 | (v) | — | 92,360 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net Interest Income After |
||||||||||||||||||||||||||
| Provision for Credit Losses |
459,002 | 198,780 | 49,620 | 11,000 | 718,402 | |||||||||||||||||||||
| Other Income |
127,983 | 50,211 | (5,100 | ) | (u) | — | 173,094 | |||||||||||||||||||
| Other Expense |
401,871 | 159,314 | 81,152 | (q) | — | 642,337 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Income Before Income Taxes |
185,114 | 89,677 | (36,632 | ) | 11,000 | 249,159 | ||||||||||||||||||||
| Provision for income taxes |
33,604 | 18,273 | (7,693 | ) | (r) | 2,310 | (r | ) | 46,494 | |||||||||||||||||
| Preferred stock dividends |
10,125 | — | — | — | 10,125 | |||||||||||||||||||||
| Net Income Available to Common Shareholders |
$ | 141,385 | $ | 71,404 | $ | (28,939 | ) | $ | 8,690 | $ | 192,540 | |||||||||||||||
| Earnings Per Share |
||||||||||||||||||||||||||
| Basic |
$ | 2.26 | $ | 1.99 | — | — | $ | 2.11 | ||||||||||||||||||
| Diluted |
$ | 2.26 | $ | 1.98 | — | — | $ | 2.11 | ||||||||||||||||||
| Average Shares Outstanding |
||||||||||||||||||||||||||
| Basic |
62,589,406 | 35,679,000 | (6,940,896 | ) | (s) | — | 91,327,510 | |||||||||||||||||||
| Diluted |
62,653,557 | 35,846,000 | (7,107,896 | ) | (s) | — | 91,391,661 | |||||||||||||||||||
| (1) | See Note B to the notes to the unaudited pro forma condensed combined financial information, Purchase Accounting Adjustments, for additional information and cross-references to the pro forma adjustments. |
See notes to the unaudited pro forma condensed combined financial information.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note A — Basis of Pro Forma Presentation
On July 25, 2024, Wesbanco entered into an agreement and plan of merger (the “Merger Agreement”) with Premier Financial. Under the terms of the Merger Agreement, each share of Premier Financial common stock that was outstanding immediately prior to the effectiveness of the Merger converted into the right to receive 0.80 shares of Wesbanco’s common stock upon effectiveness of the Merger. The receipt by Premier Financial shareholders of shares of Wesbanco common stock in exchange for their shares of Premier Financial common stock is anticipated to qualify as a tax-free exchange. The transaction, which was consummated on February 28, 2025, is valued at approximately $1.0 billion. This value is based on Wesbanco’s closing stock price on February 28, 2025 of $35.07.
The unaudited pro forma condensed combined financial information of Wesbanco’s financial condition and results of operations, including per share data, are presented after giving effect to the Merger. The pro forma financial information assumes that the Merger was consummated on January 1, 2024 for purposes of the unaudited pro forma condensed combined statements of income and on December 31, 2024 for purposes of the pro forma balance sheet and gives effect to the Merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period presented.
The Merger will be accounted for using the acquisition method of accounting; accordingly, the difference between the purchase price over the estimated fair value of the assets acquired (including identifiable intangible assets) and liabilities assumed will be recorded as goodwill.
The pro forma financial information includes estimated adjustments to record the assets and liabilities of Premier Financial at their respective fair values and represents management’s estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analysis is performed. The final allocation of the purchase price will be determined after completion of a final analysis to determine the fair values of Premier Financial’s tangible, and identifiable intangible assets and liabilities as of the closing date.
Funding for the Merger is included in the pro forma adjustments as follows (in thousands):
| Fair value of Wesbanco shares issued, net of equity issuance costs |
$ | 1,001,462 | ||
| Stock based compensation to be converted to Wesbanco stock |
6,384 | |||
| Fractional shares paid out in cash |
113 | |||
| Stock options paid out in cash |
25 | |||
|
|
|
|||
| Total purchase price |
$ | 1,007,984 | ||
|
|
|
Note B — Purchase Accounting Adjustments
The pro forma adjustments include the purchase accounting entries to record the Merger. The excess of the purchase price over the fair value of the net assets acquired, net of deferred taxes, is allocated to goodwill. Estimated fair value adjustments included in the pro forma financial statements are based upon available information, and certain assumptions considered reasonable, and may be revised as additional information becomes available. For purposes of this pro forma analysis, fair value adjustments, other than goodwill, are amortized/accreted on either a straight-line basis or under the sum-of-the-years’ digits method over their estimated average remaining lives. Estimated accretion and amortization on borrowings are based on estimated maturity by type of borrowing. When the actual amortization/accretion is recorded for periods following the closing of the Merger, the effective yield method will be used where appropriate. Tax expense related to the net fair value adjustments is calculated at the statutory 21% tax rate for federal income tax purposes.
Included in the pro forma adjustments are estimated core deposit intangibles of $147.9 million. The core deposit intangibles are separate from goodwill and amortized under the sum-of-the-years’ digits method over an estimated average remaining life of ten (10) years. When the actual amount of core deposit intangibles is determined as of the date of acquisition, which may be more or less than the estimated amount, the sum-of-the-years’ digits method will be used to record amortization over the intangibles’ actual lives. Estimated goodwill totaling $494.5 million is included in the pro forma adjustments, and is not subject to amortization, but will be tested for impairment at least annually, or when impairment indicators are identified.
The allocation of the purchase price is as follows (in thousands):
| Purchase Price: |
Proforma Balance Sheet Cross Reference | |||||
| Fair value of Wesbanco shares issued net of equity issuance costs |
$ | 1,001,462 | (i),(j) | |||
| Stock based compensation to be converted to Wesbanco stock |
6,384 | (i),(j) | ||||
| Fractional shares paid out in cash |
113 | (a) | ||||
| Stock options paid out in cash |
25 | (a) | ||||
|
|
|
|||||
| Total purchase price |
1,007,984 | |||||
| Net tangible assets acquired: |
||||||
| Premier Financial’s shareholders’ equity |
1,001,813 | (i), (j), (k), (l), (m) | ||||
| Premier Financial’s pre-Merger goodwill and other intangibles |
(304,089 | ) | (d) | |||
|
|
|
|||||
| Total net tangible assets acquired |
697,724 | |||||
| Excess of net purchase price over carrying value of net tangible assets acquired |
310,260 | |||||
| Estimated adjustments to reflect fair values of acquired assets and liabilities: |
||||||
| Reduction on loans, net of elimination of Premier Financial’s allowance for credit losses (ACL) |
367,746 | (b),(c) | ||||
| Estimated core deposit intangible |
(147,852 | ) | (d) | |||
| Decrease to bank premises and equipment |
2,300 | (e) | ||||
| Other acquired assets |
15,795 | (e) | ||||
| Decrease in FHLB borrowings |
(354 | ) | (f) | |||
| Decrease in junior subordinated debt |
(4,902 | ) | (g) | |||
| Deferred taxes related to fair value adjustments |
(48,498 | ) | (e) | |||
|
|
|
|||||
| Preliminary proforma goodwill resulting from the Merger |
$ | 494,495 | (d) | |||
|
|
|
|||||
The following provides additional details about the methods and assumptions used to determine the pro forma adjustments in the unaudited proforma condensed combined balance sheet and the unaudited proforma condensed combined statements of income. All adjustments are based on current assumptions and/or valuations, which are subject to change.
| (a) | Adjustment to record the cash paid for Premier Financial’s fractional shares and stock options. |
| (b) | Adjustment to loans reflects the estimated interest rate fair value mark on the portfolio of $324.5 million and credit fair value mark related to non-purchased credit-deteriorated (“PCD”) loans of $70.7 million, based on estimates of expected cash flows, resulting in a discount on Premier Financial’s portfolio. |
| (c) | Adjustment to reflect the elimination of Premier Financial’s ACL totaling $77.2 million, the $49.8 million addition to the ACL for the credit mark for the PCD loans and the day 1 recognition of the ACL related to non-PCD loans of $70.7 million which approximates the credit fair value mark related to non-PCD loans. |
| (d) | Goodwill and other intangible assets were adjusted to remove Premier Financial’s goodwill and core deposit intangible assets totaling $304.1 million and to record the estimated goodwill and core deposit intangible asset resulting from the Merger of $494.5 million and $147.9 million, respectively. |
| (e) | Adjustments to other assets represents mortgage servicing rights adjusted to fair value, bank premises and equipment adjusted to appraisals and the recording of the estimated net deferred tax asset resulting from the transaction. |
| (f) | Adjustment to FHLB borrowings to reflect liquidity and interest rate estimates resulting in a discount. |
| (g) | Adjustment to subordinated and junior subordinated debt to reflect liquidity and interest rate estimates resulting in a discount on Premier Financial’s debt. |
| (h) | Adjustment to accrue estimated merger-related expenses expected to be incurred by Wesbanco. |
| (i) | Adjustment to eliminate Premier Financial’s common stock, and to record the issuance at $2.0833 par value to Premier Financial’s shareholders of 28,738,104 shares of Wesbanco common stock. |
| (j) | Adjustment to eliminate Premier Financial’s capital surplus, and to record the issuance of 28,738,104 shares of Wesbanco common stock for the purchase of Premier Financial. |
| (k) | Adjustment to eliminate Premier Financial’s retained earnings, to record the after tax merger costs incurred by Wesbanco and to record the after-tax provision for credit losses of $70.7 million resulting from the non-PCD loan provision for credit losses recorded immediately following the consummation of the merger. |
| (l) | Adjustment to eliminate Premier Financial’s treasury stock. |
| (m) | Adjustment to eliminate Premier Financial’s accumulated other comprehensive loss. |
| (n) | Adjustment to record loan discount accretion of the estimated fair value mark, based on the expected average life of the portfolio. |
| (o) | Adjustment to record investment securities discount accretion of the estimated fair value mark, based on the expected average life of the portfolio. |
| (p) | Adjustment to record discount accretion of the estimated fair value mark over the remaining contractual maturity of the underlying instruments stated term. |
| (q) | Adjustment to record estimated merger related expenses expected to be incurred by Wesbanco and to record amortization of the estimated core deposit intangible (CDI) over its average life of 10 years and remove Premier Financial’s existing amortization of CDI. |
| (r) | Adjustment to recognize the tax impact of pro forma transaction related adjustments at 21%. |
| (s) | Adjustment to Premier Financial common shares reflecting the conversion ratio of 0.80 at closing. |
| (t) | Adjustment to reverse interest expense on borrowings not incurred due to the pro forma payoffs of certain FHLB borrowings at closing. |
| (u) | Reduction in income due to the impact of lower interchange income on Premier Financial. |
| (v) | To record the provision for credit losses of $70.7 million resulting from the non-PCD loan provision for credit losses recorded immediately following consummation of the Merger. |
Note C — Cost Savings and Merger-Related Costs
Estimated cost savings, expected to approximate 25.6% of Premier Financial’s annualized pre-tax operating expenses, are excluded from this pro forma analysis. Cost savings are estimated to be realized at 75% in the first full year after the acquisition with the remainder expected to be recognized in subsequent years. In addition, certain estimated merger-related costs are not included in the pro forma combined statements of income as they will be recorded in the combined results of income after completion of the Merger and are not indicative of what the historical results of the combined company would have been had the companies been actually combined during the periods presented. Pre-tax merger-related expenses are estimated to total $71.6 million, of which $13.9 million is estimated to be related to Premier Financial pre-acquisition expenses. The merger-related expenses estimated to be incurred by Wesbanco, totaling $57.7 million, are reflected in the proforma financial statements as an acquired liability. See Note B, Purchase Accounting Adjustments, for additional information.