Old National Bancorp · NASDAQ:ONB
Old National Bancorp — Merger or Acquisition (June 2018)
18 slides from Old National Bancorp's merger presentation, Jun 21, 2018
Slide 1: Old National Bancorp to Partner with Klein Financial, Inc.
Old National Bancorp to Partner with Klein Financial, Inc. June 21, 2018 Filed by Old National Bancorp Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Klein Financial, Inc.
Slide 2: Additional Information for Shareholders of Klein Financial, Inc.
Additional Information for Shareholders of Klein Financial, 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”) wi
Slide 3: Forward-Looking Statements; Use of Non-GAAP Financial Measures
Forward-Looking Statements; Use of Non-GAAP Financial Measures Forward Looking Information: 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, descriptions of Old
Slide 4: Klein doubles Old National's presence in Twin Cities
Klein doubles Old National’s presence in Twin Cities – a commercially dense MSA with attractive growth demographics and unique competitive dynamics that favor our basic bank strategy Complements the current Old National franchise and provides breadth of market coverage for MSP; #5 (tied) deposit mar
Slide 5: Creating Minnesota's Preeminent Community Bank
Creating Minnesota’s Preeminent Community Bank Source: S&P Global Market Intelligence and FDIC Summary of Deposits as of June 30, 2017 “Out-product Small Banks, Out-service Large Regionals” Highly complementary footprint and business mix that creates a $3B+ Minneapolis franchise #5 deposit market sh
Slide 6: High Quality, Low Cost Deposit Franchise
High Quality, Low Cost Deposit Franchise Source: S&P Global Market Intelligence and Company documents. Rank based on most recent quarter data per S&P Global Market Intelligence for banks and savings banks headquartered in the Midwest, excluding merger targets. Deposit beta calculated as change in co
Slide 7: Highly Complementary Product Mix
Highly Complementary Product Mix Old National (MN only) Klein Pro Forma (MN Only) Loans Deposits Total: $1.7B Total: $1.1B Total: $2.8B Total: $1.8B Total: $1.7B Total: $3.5B Source: S&P Global Market Intelligence and Company documents. Pro Forma Minnesota Franchise - Loan & Deposit Composition MN G
Slide 8: Demographically Accretive with Commercial Density
Demographically Accretive with Commercial Density Source: S&P Global Market Intelligence WI Extension includes the Madison and Milwaukee, Wisconsin MSAs Proj. 5-Year Population Growth Median HHI Proj. 5-Year Median HHI Growth Minneapolis is home to 16 Fortune 500 companies Minneapolis is the 16th la
Slide 9: Transaction Consideration & Multiples
~87% ONB / ~13% Klein Customary regulatory approvals; Shareholder approval of Klein Expected to close fourth quarter of 2018 (subject to regulatory and shareholder approvals and other customary closing conditions) with conversion in the second quarter of 2019 Transaction Consideration & Multiples Co
Slide 10: Financial Impact & Assumptions
Financial Impact & Assumptions Estimated $15.3 million in 2019 (~70% phased-in) Estimated $22.5 million thereafter; 40% of Klein’s total noninterest expense base Gross credit mark on Klein’s loan portfolio of 1.41% or ~1.2x LLR ($15.3 million pre-tax) Comprehensive review process; credit quality str
Slide 11: Twin Cities Becomes Old National's Largest Market
Twin Cities Becomes Old National’s Largest Market Source: S&P Global Market Intelligence as of June 30, 2017 and pro-forma for pending Klein partnership and branch sale Highlighted MSAs represent newly entered or enhanced markets as part of ONB’s transformational strategy Market Deposit % of Rank Br
Slide 12: Summary
Summary In-market partnership that enhances product capabilities, market coverage, and doubles presence in the economically vibrant and demographically attractive Twin Cities MSA – competitive dynamics favor our basic bank model Creates a #5 deposit market share position in the Twin Cities MSA – whi
Slide 13: Appendix
Appendix Hi OLD NATIONAL BANCORP’
Slide 14: Klein Financial, Inc. Overview
Klein Financial, Inc. Overview Financial Highlights 1 18 full-service banking centers 2 NPAs include nonaccrual loans, TDRs and OREO Source: S&P Global Market Intelligence $ in $000s Klein (18)
Slide 15: Pro Forma Loan & Deposit Compositions
Pro Forma Loan & Deposit Compositions Old National Klein Pro Forma 1 Loans Deposits Total: $11.3B MRQ Yield: 4.42% Total: $1.1B MRQ Yield: 4.45% Total: $12.3B MRQ Yield: 4.42% Total: $12.8B MRQ Cost:2 0.23% Total: $1.7B MRQ Cost:2 0.14% Total: $14.5B MRQ Cost:2 0.22% Source: S&P Global Market Intell
Slide 16: Several Key Products From Partnerships
Several Key Products From Partnerships Areas enhanced through our partnerships: Commercial real estate lending SBA lending Mortgage lending BSA/AML operations, systems and high risk customer analysis Source: S&P Global Market Intelligence as of June 30, 2017 and pro-forma for pending Klein partnersh
Slide 17: Non-GAAP Reconciliation
Non-GAAP Reconciliation Note: Model assumes a 12/31/18 closing date 1 Simple earnback is calculated as tangible book value per share dilution at closing, inclusive of approximately $10 million in after-tax restructuring charges incurred in 2019, implying tangible book value per share dilution of app
Slide 18: Old National Investor Relations Contact
Old National Investor Relations 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
OLD National Bancorp — Merger or Acquisition (June 2018) on 6ix