Old National Bancorp · NASDAQ:ONB
Old National Bancorp — Merger or Acquisition (June 2021)
26 slides from Old National Bancorp's merger presentation, Jun 1, 2021
Slide 1: Merger of Equals
Merger of Equals CREATING THE PREMIER MIDWEST BANKING FRANCHISE JUNE 1, 2021
Slide 2: Disclaimer
Disclaimer Forward-Looking Statements This communication includes “f orward-looking statements” within the meaning of the Priv ate Securities Litigation Ref orm Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, wit
Slide 3: Non-GAAP Financial Measures
Non-GAAP Financial Measures Non-GAAP Financial Measures In addition to results presented in accordance with GAAP, this presentation contains certain non-GAAP financial measures. A reconciliation of tangible book value and other ratios is included on page 25. Old National and First Midwest believe th
Slide 4: Creating the Premier Midwest Banking Franchise
Creating the Premier Midwest Banking Franchise MN SHARED CULTURE. Partners two highly compatible franchises with a shared relationship banking focus, consistent business models, credit culture and WI commitment to community MI GROWTH. Powerful market share position throughout vibrant Midwest markets
Slide 5: A Merger of Equals: Key Transaction Terms
A Merger of Equals: Key Transaction Terms • Merger of Equals Merger • 56% Old National • First Midwest merges into Old National Ownership Structure • 44% First Midwest • 100% stock consideration • Fixed exchange ratio • FMBI shareholders will receive 1.1336 shares • Old National Bancorp Consideratio
Slide 6: Balanced Board and Experienced Executive Leadership
Balanced Board and Experienced Executive Leadership One Team, One Culture Select Executive Leadership Team Board of Directors Jim Ryan Mike Scudder Select Members Select Members Chief Executive Executive Officer Chairman Jim Ryan Evansville Chicago Mike Scudder Chief Executive Executive Officer Chai
Slide 7: Complementary Footprints Connecting Key Midwestern States
Complementary Footprints Connecting Key Midwestern States… Anchoring the Footprint in the Midwest… …With Enhanced Scale Top Midwest Banks by Assets Deposits by State (162 Branches) (1 LPO) Assets ($B) (108 Branches) (1 LPO) 1 U.S. Bancorp $553.4B Minnesota 2 Fifth Third Bancorp $206.9B 3 KeyCorp $17
Slide 8: Operating in Dynamic Markets
…Operating in Dynamic Markets Chicago, IL Indianapolis, IN Grand Rapids, MI ($13.9B Dep. / #10 Rank) ($1.4B Dep. / #13 Rank) ($367M Dep. / #14 Rank) MSA by pop. and annual visitors from emerging cities by 9.4M #1 GDP in the Midw est 2.1M 28M conferences and 1.1M Top 10 Global Trade (#3 in USA by GDP
Slide 9: Relationship Focused Bank Positioned to Compete with Money Center and Super-Regionals
Relationship Focused Bank Positioned to Compete with Money Center and Super-Regionals Together Old National Advantages Broader footprint, larger balance sheet First Midwest Advantages Deeper bench and talent development Local expertise within key Strong corporate banking Midwestern markets
Slide 10: Complementary Business & Product Mix
Complementary Business & Product Mix Old National First Midwest Pro Forma Other 2% 73% Commercial Other Other 2% 71% Commercial Other 2% 72% Commercial Consumer Other Other 3% Consumer PPP PPP Consumer Home 5% PPP 7% Loan HFI Composition 8% Commercial Commercial 8% Commercial 7% Equity 30% Home 20%
Slide 11: Outstanding, Best-in-Class Core Deposit Bases
Outstanding, Best-in-Class Core Deposit Bases Cost of Deposits (%) Q1 ‘21 Cost of Deposits (%) Combination of two low-cost deposit bases 0.81% Q4 ’16 – Q4 ’18 Deposit Beta 2 provides funding for 44.0% Pro Forma 0.08% future growth 27.0% 18.3% 0.60% ONB FMBI $30B - $60B 95% core funded1 Asset Banks 0
Slide 12: Well-Diversified Revenue Streams
Well-Diversified Revenue Streams $33 billion1 in assets under Pro Forma Operating Revenue 2 Pro Forma Non-Interest Income 2 management with $87 million in wealth management revenue in 2020 Mortgage Banking 22% Capital Markets Debt / ATM Income Fees 8% Further diversifies 9% combined revenue streams
Slide 13: Partnership Will Accelerate Technology Goals
Partnership Will Accelerate Technology Goals Combination of existing technology roadmaps of both parties enhances capabilities to deliver unparalleled Best-of-Breed Leverage Exceed Customer client service Technology Scale Expectations Transform the Create capacity for Strengthen digital combined tec
Slide 14: Thorough and Collaborative Due Diligence Process
Thorough and Collaborative Due Diligence Process Old National First Midwest Diligence Focus Areas 50+ ~50 50+ ~50 Credit Technology and Operations ONB internal External participants, FMBI internal External participants, participants including consultants participants including consultants By The and
Slide 15: Key Financial Assumptions
Key Financial Assumptions Earnings Projections based on Wall Street consensus net income estimates1 Expense Identified ~$109 million of full run-rate savings, representing 11% of combined noninterest expense Synergies Realized 75% in 2022E and 100% thereafter Revenue Expected but not included Synerg
Slide 16: Attractive Scale, Profitability & Shareholder Value Creation
Attractive Scale, Profitability & Shareholder Value Creation Market Cap Gross Loans Deposits AUM $6.5B1 $29B $34B $33B 22%2 35%2 3.2 Yrs3 ~15%4 ~10.5% ~$920M5 ROATCE CET1 Crossover EPS Accretion EPS Accretion Top Quartile Robust NPV of TBVPS To ONB To FMBI Profitability Capital Synergies Earnback Fi
Slide 17: A Premier Regional Bank…With Community Bank DNA
A Premier Regional Bank…With Community Bank DNA Each Bank Has A Strong Dedication to its Communities – 2020 Highlights: • $6.8 million invested in our communities through • 25+ consecutive years Outstanding CRA rating sponsorships and foundation grants • $5.0 million invested in our communities thro
Slide 18: Old National + First Midwest: Benefitting All Constituents
Old National + First Midwest: Benefitting All Constituents Creates a community bank with the scale to compete with money center and super-regional banks Clients Communities Associates Shareholders Greater capabilities and Continued commitment to Strong cultural Significant earnings expanded
Slide 19: Appendix
Appendix 19
Slide 20: Top Pro Forma Geographies
Top Pro Forma Geographies Pro Forma – Top States1 Pro Forma – Top 10 MSAs1 Pro Forma Dep. Deposit % of Pro Forma Dep. Deposit No. Top States Rank Branches in Mkt. ($M) Share (%) Franchise No. Top MSAs Rank Branches in Mkt. ($M) Share (%) 1 Chicago, IL 10 94 $13,931 2.7% 1 Illinois 11 92 $13,569 2.2%
Slide 21: A Bigger Player in the Fragmented Chicago Market
A Bigger Player in the Fragmented Chicago Market Chicago MSA Historical Deposit Market Share 2010 2015 Today Total Dep. Dep. In % of Total Dep. Dep. In % of Total Dep. Dep. In % of Assets Share Chicago Franchise Assets Share Chicago Franchise Assets Share Chicago Franchise Rank Institution ($B) (%)
Slide 22: Pro Forma Earnings Per Share Reconciliation
Pro Forma Earnings Per Share Reconciliation $M Old National 2022 net income consensus mean estimate1 $229 First Midwest 2022 net income consensus mean estimate1 $162 After-tax transaction adjustments Fully phased-in cost savings2 $82 Cost of financing (1) Add-back of First Midwest standalone intangi
Slide 23: Purchase Accounting Summary
Purchase Accounting Summary Millions of $M) Basic Shares $ per share $M Old National tangible book value as of March 31, 20211 $1,900 166 $11.47 Merger consideration to common $2,484 (+) Three quarters of consensus earnings prior to close2 193 (-) Three quarters of consensus common dividends (70) St
Slide 24: Capital & Reserve Coverage – Holding Company
Capital & Reserve Coverage – Holding Company CET1 Ratio (%) TCE / TA (%)1 12.0% 8.4% 7.9% 10.2% 10.5% 7.4% ONB FMBI Pro Forma ONB FMBI Pro Forma at Close at Close 3/31/21 3/31/21 Tier 1 Ratio (%) Total RBC Ratio (%) ALL / Loans HFI (%) ALL + Credit Mark 12.0% 11.7% 14.3% 11.3% 1.55% 1.94% 12.8% 12.7
Slide 25: Reconciliations to GAAP Financial Measures
Reconciliations to GAAP Financial Measures ($ in thousands, except per share data) ONB FMBI Tangible Common Equity: Common Shareholders' Equity (GAAP) $2,979,447 $2,422,815 A Less: Goodwill (GAAP) 1,036,994 861,414 B Less: Other Intangibles (GAAP) 42,939 67,560 C Tangible Common Shareholders' Equity
Slide 26: Old National Bancorp / First Midwest Bancorp, Inc.
MH OLD NATIONAL BANCORP _— 4 First Midwest Bancorp, Inc.
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