Old National Bancorp · NASDAQ:ONB
Old National Bancorp — Merger or Acquisition (October 2023)
16 slides from Old National Bancorp's merger presentation, Oct 26, 2023
Slide 1: Expanding Nashville Presence; Positioned for Growth in Attractive Markets
To Partner With OCTOBER 26, 2023 Expanding Nashville Presence; Positioned for Growth in Attractive Markets
Slide 2: Forward Looking Statements
Forward Looking Statements This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
Slide 3: Transaction Highlights
Transaction Highlights Expanding Nashville Presence; Positioned for Growth in Highly Attractive Markets MN CapStar is a dynamic $3 billion asset bank with top 10 deposit market share in Nashville WI Meaningful expansion in growth markets MI Leverages ONB Capabilities in ONB brings a larger bal
Slide 4: Overview of CapStar Financial Holdings, Inc.
Overview of CapStar Financial Holdings, Inc. A Top 10 Nashville Franchise CSTR (23) Key Franchise & Financial Highlights TN Nashville President and Chief Executive Officer Timothy K. Schools Knoxville Headquarters Nashville, TN Branches 23 Ticker CSTR Asheville Profitability YTD (6/30) Return on Ave
Slide 5: A Platform for Growth in Highly Attractive Markets
A Platform for Growth in Highly Attractive Markets Nashville, TN Best State Rankings States Americans Headed to Most $1.6B • Tennessee ranked #2 and North Carolina #7 • Tennessee ranked #6 and North Carolina #4 CSTR Deposits nationally for Long-Term Fiscal Stability #10 nationally for relocations in
Slide 6: Appendix
Appendix 6
Slide 7: Demographically Accretive Markets
Demographically Accretive Markets Projected ’23-’28E Population Δ 6.1% 4.1% 3.8% 3.7% 3.7% 3.2% 2.1% TN NC Nashville Chattanooga Knoxville Asheville Nationwide MSA MSA MSA MSA Median HHI Projected ’23-’28E HHI Δ $78K 13.4% $74K 12.4% 11.8% 11.6% 11.6% 11.4% $65K $64K $64K $63K $62K 9.8% TN NC Nashvi
Slide 8: Deposits by Market
Deposits by Market Deposits and Key Demographics by County 1 Deposits In '23 - '28 2023 '23 - '28 Market Market Population Proj. Pop. Median HHI Proj. HHI County MSA Branches ($M) Rank (000s) Δ ($000s) Δ Metro Markets Davidson Nashville 2 $1,102 10 714 2.8% $71.4 12.1% McMinn Athens 3 $449 1 54 2.7%
Slide 9: Pro Forma Bank-Level Deposit Composition
Pro Forma Bank-Level Deposit Composition Pro Forma Jumbo Time Jumbo Time Jumbo Time Retail Noninterest- 4% 4% 4% Time Bearing Retail Time 10% 16% 11% Noninterest- Noninterest- Bearing Bearing 29% 30% Retail Time 26% $36.2B $2.7B $38.9B Interest- Interest- Interest- Bearing 56% Bearing Bearing 54% 56
Slide 10: Pro Forma Bank-Level Loan Composition
Pro Forma Bank-Level Loan Composition Pro Forma Consumer Consumer Consumer 4% Other 3% 2% Other 3% 4% Other 3% CLD CLD CLD C&I 10% C&I C&I 7% 7% 25% Multi. 22% 25% 7% Multi. Multi. 11% 10% $32.4B $2.4B CRE-OO $34.8B CRE-OO 1-4 Fam. CRE-OO 11% 19% 11% 1-4 Fam. 11% 1-4 Fam. 24% 24% Non-OO CRE Non-OO C
Slide 11: Key Transaction Assumptions
Key Transaction Assumptions 100% Stock 1.155 shares of Old National common stock to be issued for each share of CapStar common stock Consideration $15.41 per share based on Old National closing price of $13.34 as of 10/25/23 Aggregate transaction value of $320 million Cost Savings / Cost saves equal
Slide 12: Pro Forma 2025E Earnings Buildup
Pro Forma 2025E Earnings Buildup Bridge to 2025E Pro Forma Earnings ($mm) Overview of Earnings Adjustments A B C A Reset Earnings / Fair Value Marks $25 $624 $26 ‒ Represents durable earnings $29 $6 ‒ Fair value mark resets balance sheet to current rates $551 B Cost Savings ‒ 40% of CSTR’s 2025E e
Slide 13: Pro Forma Earnings Per Share Reconciliation
Pro Forma Earnings Per Share Reconciliation 2025E EPS Reconciliation Build $ millions ONB 2025 net income consensus mean estimate $550.9 CSTR 2025 net income consensus mean estimate $28.8 After-tax transaction adjustments Cost Savings 1 $24.7 Cost of Transaction Financing (1.3) CSTR Interchange Reve
Slide 14: 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 1 ONB tangible book value per share as of 9/30/23 2,889 293 $9.87 Merger consideration to common 320 (+) three quarters of
Slide 15: Important Information And Where You Can Find It
Important Information And Where You Can Find It In connection with the proposed Merger, Old National will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of CapStar and a Prospectus of Old National, as well as other relevant documents concerning the propose
Slide 16: Old National Bancorp / CapStar Financial Holdings, Inc.
Bl OLD NATIONAL BANCORP’ CAPSTAR FINANGIAL HOLDINGS, ING.
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