Old National Bancorp · NASDAQ:ONB
Old National Bancorp — Merger or Acquisition (August 2017)
19 slides from Old National Bancorp's merger presentation, Aug 28, 2017
Slide 1: Investment Thesis
Investment Thesis Financial Data as of June 30, 2017 Dated: August 28, 2017 Filed by Old National Bancorp Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Anchor Bancorp, Inc. On August 28, 2017, Old National Bancorp filed a Current Report on Form 8-K with the Securities and Ex
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 slides contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of the registrant's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adj
Slide 5: ONB to Partner with Anchor Bank in Minnesota
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 position1 Market leading C&I lending team (34% of 6-3
Slide 6: Expanding Big Presence in Growth Markets
Expanding Big 10 Presence in Growth Markets ONB Anchor Pro Forma Branch Footprint Minneapolis MSA Deposit Market Share 1 1 Source: SNL Financial; based on Summary of Deposits as of 6/30/16 Consistent with our strategy of expansion into metropolitan markets with attractive growth prospects and compet
Slide 7: Transaction Consideration & Multiples
~89% ONB / ~11% Anchor Customary regulatory approvals – Shareholder approval of Anchor Expected to close early first quarter 2018 with conversion in the second quarter Transaction Consideration & Multiples Consideration Valuation Multiples Pro Forma Ownership Required Approvals Expected Closing/Conv
Slide 8: Financial Impact & Assumptions
Financial Impact & Assumptions Estimated $15 million in 2018 Estimated $20 million thereafter; ~36% of Anchor’s total noninterest expense base Gross credit mark on Anchor’s loan portfolio of 1.23% or $19.4 million Comprehensive review process; credit quality strong with NPAs 0.45% of assets Credit r
Slide 9: ONB's Transformational Journey
ONB’s Transformational Journey Since 2011, Old National has transformed its franchise by reducing low-return businesses and low-growth markets and investing in higher-growth markets Acquisitions 7 whole-bank, 1 FDIC and 1 branch purchase Pending acquisition of Minnesota’s Anchor Bank Divestitures In
Slide 10: Our Transformational Journey
Our Transformational Journey 2011 Monroe Bancorp $771M 15 Branches 2012 Indiana Community $818M 17 Branches 2014 Tower Financial $618M 7 Branches 2014 United Bancorp $851M 18 Branches 2013 24 Branches (Bank of America) 2011 Integra Bank (FDIC) $1.8B 52 Branches 2014 LSB Financial $337M 5 Branches 20
Slide 11: Old National's Pro Forma Footprint
Old National’s Pro Forma Footprint Kentucky $0.8 billion deposits 6% of total franchise Michigan $1.3 billion deposits 11% of total franchise Wisconsin $1.8 billion deposits 15% of total franchise Indiana $6.5 billion deposits 53% of total franchise Based on FDIC Summary of Deposits as of June 30, 2
Slide 12: Growth Opportunities in the Midwest
Growth Opportunities in the Midwest Louisville, Kentucky Highest population MSA and highest median household income MSA in Kentucky Grand Rapids, Michigan 2nd best large city to start a business – Wallet Hub, 2016 7th “Best Places to Live” – U.S. News and World Report, 2016 Ann Arbor, Michigan Highe
Slide 13: Attractive Midwest Markets
Attractive Midwest Markets 1 Assuming closure of announced partnership with Minnesota’s Anchor Bancorp Source: SNL Financial, based on MSAs $ in thousands Average of ONB Footprint Average of ONB Footprint 1 1
Slide 14: Attractive Midwest Markets
Attractive Midwest Markets Minneapolis, MN1 Indianapolis, IN Milwaukee, WI Louisville, KY Grand Rapids, MI MSA Population: 3.6 million MSA Population: 2.0 million MSA Population: 1.6 million MSA Population: 1.3 million MSA Population: 1.1 million Major industries include: Manufacturing, applied rese
Slide 15: 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 14% Increase Deposits Per Branch 1 Excludes
Slide 16: Projected Purchase Accounting Impact
Projected Purchase Accounting Impact Actual Accretion Projected Accretion1 Actual Discount Projected Discount1 $ in millions 1 Updated quarterly – subject to change IA = Indemnification Asset Manageable declines in purchase accounting impact expected in future periods Actual IA Amortization Net Inco
Slide 17: Transforming Old National's Landscape
2011 2012 2013 Acquired Monroe Bancorp – Enhanced Bloomington, IN presence January, 2011 Acquired Indiana Community – Entry into Columbus, IN September, 2012 FDIC-assisted acquisition of Integra Bank July, 2011 Sold non-strategic market – Chicago-area - 4 branches Consolidation of 21 branches Acquir
Slide 18: Non-GAAP Reconciliations-Anchor MN
Non-GAAP Reconciliations-Anchor MN Note: Model assumes a 12/31/17 closing date 1 Simple earnback is calculated as tangible book value per share dilution at closing, inclusive of restructuring charges incurred in 2018, implying tangible book value per share dilution of approximately $0.37, divided by
Slide 19: Non-GAAP Reconciliations-Anchor MN
Non-GAAP Reconciliations-Anchor MN Note: Model assumes a 12/31/17 closing date. 1 $20 million of pre-tax cost savings in 2018 and $20.8 million in 2019; phased 75% in 2018, 100% thereafter 2 Based on the redemption of all outstanding preferred equity, $4.7M of TruPs (8.25% fixed), $5.0M of TruPs (8.
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