Old National Bancorp · NASDAQ:ONB
Old National Bancorp — Merger or Acquisition (August 2017)
22 slides from Old National Bancorp's merger presentation, Aug 8, 2017
Slide 1: Old National Bancorp to Partner with Minnesota's Anchor Bancorp, Inc.
Old National Bancorp to Partner with Minnesota’s Anchor Bancorp, Inc. ANCHOR BANK OLD NATIONAL BANCORP August 8, 2017
Slide 2: Additional Information for Shareholders of Anchor Bancorp, Inc.
Additional Information for Shareholders of Anchor Bancorp, Inc. Communications in this document do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Old National Bancorp (“ONB”) wil
Slide 3: Forward-Looking Statements
Forward-Looking Statements This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the expected timing, completion, financial benefits and other effect
Slide 4: Non-GAAP Financial Measures
Non-GAAP Financial Measures These measure slides is a numerical contain non measure -GAAPoffinancial the registrant’s measures. historical For purposes or future financial of Regulation performance, G, a non financial -GAAP position financial or cash are included flows that in the excludes most dire
Slide 5: Strategic and Financial Rationale
Strategic and Financial Rationale Right market Right price Right people 5
Slide 6: Strategic and Financial Rationale
Strategic and Financial Rationale Right Market • Franchise extends to Twin Cities– a commercially dense MSA with attractive growth demographics and competitive dynamics that favor ONB’s basic bank strategy • ONB enters with immediate scale (over $2 billion in assets) and a #7 deposit market share po
Slide 7: Expanding Big Presence in Growth Markets
Expanding Big 10 Presence in Growth Markets Consistent with our strategy of expansion into metropolitan markets with attractive growth prospects and competitive dynamicsMinneapolis-St. Paul is the third largest MSA in the Midwest and becomes largest MSA in the Old National footprintMinnesota is rank
Slide 8: Attractive Demographics with Commercial Density
Attractive Demographics with Commercial Density Proj. 5-Year Population Growth 2017 Median HHIProj. 5-Year Median HHI Growth 4.4% $72,729 3.9% 3.8%$63,6968.6% $57,4627.3% $52,3296.3%6.7% 2.0% Minneapolis WI OldUnitedMinneapolisWIOldUnitedMinneapolisWIOld NationalUnited Extension National StatesExten
Slide 9: Pro Forma Loan & Deposit Compositions
Pro Forma Loan & Deposit Compositions Old National AnchorPro Forma 1 Total: $9.3B Total: $1.6BTotal: $10.9B MRQ Yield: 4.23% MRQ Yield: 4.27%MRQ Yield: 4.24% Commercial Commercial & IndustrialCommercial & Industrial 34%& Industrial 16% Consumer 18%Consumer 14% Consumer12% 1% Multifamily Multifamily
Slide 10: Transaction Consideration & Multiples
Transaction Consideration & Multiples Consideration Preferred & Debt Redemption Valuation Multiples Pro Forma Ownership Required Approvals Expected Closing/Conversion • 1.350 shares of ONB common stock and $2.625 per share in cash for each share of Anchor common stock • 89.5% stock / 10.5% cash • $3
Slide 11: Financial Impact & Assumptions
Financial Impact & Assumptions EPS Accretion TBV Value Impact Internal Rate of Return Pro Forma Capital Cost Savings One-Time Expenses Credit Mark Other Purchase Accounting Adjustments Regulatory Adjustments • 7.0% in 2018 excluding transaction expenses, 9.2% in 2019 (with fully phased cost savings)
Slide 12: Transforming Old National's Landscape
Transforming Old National’s Landscape Top 10 MSA’s by Deposits Market Deposit % of Rank Branches Deposits Market Share Pro Forma 2017 MSA (#) (#) ($000s) (%) Deposits Population Evansville, IN-KY 1 15 $1,923,959 34.4% 15.8% 316,782 Minneapolis-St. Paul-Bloomington, MN-WI 7 17 $1,568,957 0.9% 12.9% 3
Slide 13: Success With Wisconsin Market Extension
Success With Wisconsin Market Extension Since September, 2016 conversion 7.1% growth in total commercial loans 26% of ONB’s consolidated 2Q17 total commercial production 60% increase in commercial pipeline 31% of ONB’s consolidated 2Q17 total pipeline Deposit attrition lower than modeled Wisconsin M
Slide 14: Additional Branch Rationalization Actions
Additional Branch Rationalization Actions • Continued focus on operating expenses and efficiency 14 ONB banking centers expected to close November, 2017 Cost savings of approximately $4.0 million in 2018?One-time charges of approximately $5.0 million in 2017 IncludingPro Forma ONB ONB Consolidations
Slide 15: Accelerates Strategic Objectives
Accelerates Strategic Objectives Attractive Anchor Partnership 9% EPS accretion with 3 year TBV earn-back Continues ONB’s expansion to higher growth, commercially dense MSA with favorable competitive dynamics Enters MSP with immediate scale (over $2 billion in assets) and a #7 deposit market share A
Slide 16: Appendix
Appendix OLD NATIONAL BANCORP
Slide 17: Anchor Bancorp, Inc. Overview
Anchor Bancorp, Inc. Overview Financial Highlights (dollars in thousands) (6/30/17) Headquarters Saint Paul, MN Branches 18 Total Assets $2,055,961 Total Gross Loans 1,578,719 Total Deposits 1,717,345 Tangible Common Equity 149,185 Preferred Equity 16,746 Total Equity 180,652 LTM Net Income $17,758
Slide 18: Transforming Old National's Landscape
Transforming Old National’s Landscape Acquired United Bancorp — Acquired Monroe Entering Ann Bancorp – Acquired Indiana Arbor, MI July, Enhanced Community – 2014 Bloomington, IN Entry into presence Columbus, IN Sold non- January, 2011 September, 2012 Acquired TowerAcquired LSBstrategicAcquired Ancho
Slide 19: Branch Consolidations
14 Branch Consolidations • Six in Wisconsin • Berlin • Boscobel • Glendale • Menomonee Falls • Plover • Ripon • One in Illinois • Marshall • Five in Indiana • Columbus-Brentwood • Williamsport • Washington-Depot • Farmland • Madison • Two in Michigan • Blissfield • Morenci 19
Slide 20: Non-GAAP Reconciliation
Non-GAAP Reconciliation Tangible Book Value Dilution Shares $ Per ($mm) (mm) Share ONB Standalone ONB Tangible Book Value at 6/30/17 $1,200 136$8.85 (+) Two Quarters of Consensus Mean Earnings Prior to Close 70 (-) Consensus Dividends Remaining of $0.27 Per Share (36) (+) Amortization of Existing Co
Slide 21: Non-GAAP Reconciliation
Non-GAAP Reconciliation (dollars in millions except per share) Estimated Earnings Accretion Standalone Net Income: 2018 2019 ONB Consensus Net Income to Common Estimate $152.9 $160.1 Anchor Net Income to Common Estimate $17.9 $19.8 After-tax Pro Forma Adjustments: Cost Savings 1 $9.7 $13.5 Purchase
Slide 22: Investor Contact
Investor Contact Additional information can be found on the Investor Relations web pages at www.oldnational.com Investor Inquiries: Lynell J. Walton, CPA SVP – Director of Investor Relations 812-464-1366 lynell.walton@oldnational.com 22
OLD National Bancorp — Merger or Acquisition (August 2017) on 6ix