Old National Bancorp · NASDAQ:ONB
Old National Bancorp — Merger or Acquisition (November 2024)
24 slides from Old National Bancorp's merger presentation, Nov 25, 2024
Slide 1: To Partner With
To Partner With November 25, 2024
Slide 2: Disclaimer and Caution About Forward-Looking Statements
Disclaimer and Caution About Forward-Looking Statements Certain statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereund
Slide 3: Additional Information
Additional Information Important Additional Information and Where to Find It In connection with the proposed transaction, Old National intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of Old National capital stock to be issued in
Slide 4: A Combination Creating the Premier Midwest Regional Bank
A Combination Creating the Premier Midwest Regional Bank Compelling Partnership1 Complementary Pro Forma Footprint4 Pro Forma ND MN Scale Total Assets Gross Loans Deposits Wealth AUM $70B $46B $54B $39B WI SD Disciplined Approach Focused on Maximizing Shareholder Value2 MI ~22% 2.0yrs ~20% 10.2% IA
Slide 5: Transaction Highlights
Transaction Highlights Creates the premier regional bank in the Midwest and enhances all the objectives of our corporate strategy Adds an attractive, granular deposit base with concentration in the Twin Cities and other key upper Midwest markets Delivers significant scale with platform for str
Slide 6: Overview of Bremer Financial Corporation
Overview of Bremer Financial Corporation Company Overview Key Financial Metrics • Established in 1943 and headquartered in St. Paul, MN Total Assets $16.2 Balance Sheet ($B) – 2nd largest traditional bank headquartered in Minnesota Total Loans 11.5 • Private institution, ~86% owned by the Otto Breme
Slide 7: Combined Footprint Enhances Regional Scale & Density in Key Markets
Combined Footprint Enhances Regional Scale & Density in Key Markets Expands Our Midwest Footprint… …With Density in The Twin Cities… …And Stronger Demographics ($B) ($M) Median Household Income All Banks Regional Banks2 Minneapolis-St. Paul Market Dynamics1 MSAs with Bremer Contribution National Ave
Slide 8: Key Transaction Terms
Key Transaction Terms • Bremer shareholders will receive 4.182 ONB shares (fixed exchange ratio) and $26.22 per share in cash for each Bremer share Transaction – Aggregate consideration to Bremer shareholders equates to approximately 50 million shares of ONB and $315 million in cash Structure • Appr
Slide 9: Financially Attractive Transaction Accelerating Top Quartile Returns
Financially Attractive Transaction Accelerating Top Quartile Returns Disciplined M&A Strategy1 Pro Forma Top Quartile Profitability1,4 Announced 2026E ROATCE Deal Metrics 18.4% 14.5% 14.1% 2026E EPS ~22% 12.5% Accretion TBVPS Earnback Period2 2.0yrs Top Quartile Median Pro Forma Standalone 2026E
Slide 10: Rapid Capital Accretion
Rapid Capital Accretion Snapshot of Projected Pro Forma Capital Ratios at Close1 10.2% 8.2% 12.2% CET1 Ratio Leverage Ratio Total RBC Ratio Enhanced Earnings & Accretion of Fair Value Marks1 Key Takeaways1 Pro Forma CET1 Ratio Benefit From Remaining FV Marks Accretion After 2026 Meaningful capital g
Slide 11: Comprehensive Due Diligence
Comprehensive Due Diligence Old National Diligence Summary1 Diligence Focus 75+ 20+ Credit Commercial & ONB internal External participants, including Treasury Management Participants consultants and advisors ~3,400 By The Files posted to virtual data room Numbers and reviewed by Community ~1,200 100
Slide 12: Strengthening and Supporting Our Communities
Strengthening and Supporting Our Communities Old National announced an expanded $9.5 billion 5-year Community Growth Plan in April 2024, underscoring our long-standing commitment to support historically underserved and economically disadvantaged individuals, families and communities throughout our f
Slide 13: Creating Value For All Stakeholders
Creating Value For All Stakeholders1 Attractive Pro Forma Scale and Profitability & Well-Positioned for Continued Outperformance Pro Forma Scale2 Total Assets Gross Loans Deposits Branches AUM $70B $46B3 $54B 359 $39B ~22% 18.4% 2.0yrs 4 ~10.2% ~160bps ROATCE CET1 2026E EPS Crossover Expected CET1 T
Slide 14: Proven Track Record of Enhancing Franchise Value
Proven Track Record of Enhancing Franchise Value Franchise Transformation + 1 Build scale and capabilities to better serve our clients 2013 2024E 2026E and compete with larger competitors Assets ($B) $10 $54 $77 Execute strategic partnerships designed to deliver attractive returns and create sha
Slide 15: Appendix
Appendix
Slide 16: A Long-Term Shareholder & Partnership for Good
A Long-Term Shareholder & Partnership for Good The Otto Bremer Trust will own ~11%1 of Old National and appoint one Trustee to its Board • The Otto Bremer Trust is a private charitable trust based in St. Paul, Minnesota • 501(C)(3) tax-exempt organization that has owned 86% or more of Bremer for 80+
Slide 17: Key Financial Assumptions
Key Financial Assumptions • ONB projections based on Wall Street consensus estimates • Securities mark of $384 million (in addition to AOCI losses); Earnings • Bremer projections based on ONB management’s estimates accreted over 5 years using straight line method Other Fair following extensive due d
Slide 18: Pro Forma Deposit Composition
Pro Forma Deposit Composition Pro Forma Jumbo Time Jumbo Time Jumbo Time Retail Non-Int. Retail Retail Non-Int. Time Non-Int. Time Demand Time 3% 5% Demand 5% Demand 9% 12% 23% 12% 24% 28% $40.8B $13.2B $54.1B 20% 44% 19% 39% NOW & 15% 40% Other Trans. MMDAs NOW & NOW & & Savings MMDAs Other Trans.
Slide 19: Pro Forma Loan Composition
Pro Forma Loan Composition Pro Forma1 Agriculture Other Other 2 CLD Agriculture Other Consumer CLD CLD 1-4 Consumer 1-4 Agriculture 4% 3% 4% Family 1-4 7% Family 8% 6% 3% 7% Family Consumer 10% C&I 18% C&I 23% 24% 23% 23% $36.4B 16% $11.5B $45.6B C&I 10% 11% Multifamily 12% 15% 11% 13% Investor 17%
Slide 20: History of Strong Credit Quality
History of Strong Credit Quality Both franchises have a history of strong credit performance driven by a conservative approach to risk NCOs / Average Loans YTD 2024 5yr Average 15yr Cumulative NCOs 4.68% 0.16% 0.16% 0.11% 0.11% 0.07% 0.06% 1.90% 1.67% ONB Barley Regional RegionalBanks ONB Barley Reg
Slide 21: Pro Forma Earnings Per Share Reconciliation
Pro Forma Earnings Per Share Reconciliation 2026E EPS reconciliation $ millions ONB net income (consensus estimate) 1 $669.0 Bremer net income (ONB management's estimate) 151.6 After-tax transaction adjustments Cost savings $87.7 Rate marks accretion 177.2 Non-PCD credit mark accretion 11.0 Intangib
Slide 22: Purchase Accounting Summary
Purchase Accounting Summary Basic shares Tangible book value per share build to close $ millions (millions) $ Per share Goodwill & other intangible asset recognition $ millions ONB tangible book value as of 9/30/24 1 $3,818 319 $11.97 Merger consideration $1,401 (+) Three quarters of consensus earni
Slide 23: Non-GAAP Reconciliation
Non-GAAP Reconciliation Old National Bremer $M September 30, 2024 $M September 30, 2024 Shareholders' equity $6,367 Shareholders' equity $1,516 Less: Preferred equity (244) Less: Goodwill and other intangible assets (113) Shareholders' common equity 6,124 Tangible shareholders' common equity $1,403
Slide 24: Old National Bremer Bank
Ml OLD NATIONAL BREMER BANK
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