OLD NATIONAL BANCORP Files 8-K for 'Other Event'

TL;DR

**OLD NATIONAL BANCORP filed a routine 8-K on Feb 16, 2024, for an 'Other Event', mostly confirming corporate details.**

AI Summary

OLD NATIONAL BANCORP /IN/ filed an 8-K on February 16, 2024, reporting an 'Other Event'. The filing confirms the company's details, including its incorporation in Indiana, SEC File Number 001-15817, and its principal executive offices at One Main Street, Evansville, Indiana 47708. This 8-K primarily serves to update or confirm general corporate information rather than announcing a specific material event.

Why It Matters

This filing provides updated corporate information for investors, ensuring transparency and compliance with SEC regulations, even without a specific major event.

Risk Assessment

Risk Level: low — The filing is for an 'Other Event' and does not disclose any specific material adverse changes or risks.

Key Players & Entities

• OLD NATIONAL BANCORP /IN/ (company) — Registrant
• February 16, 2024 (date) — Date of earliest event reported and filing date
• Indiana (location) — State of incorporation
• 001-15817 (string) — Commission File Number
• One Main Street, Evansville, Indiana 47708 (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $11 million — stimated, based on the foregoing, to be $11 million as of June 30, 2023, $16 million as of
• $16 million — to be $11 million as of June 30, 2023, $16 million as of December 31, 2023, $15 million as
• $15 million — 3, $16 million as of December 31, 2023, $15 million as of December 31, 2024, $9 million as
• $9 million — 3, $15 million as of December 31, 2024, $9 million as of December 31, 2025, $19 million as
• $19 million — 24, $9 million as of December 31, 2025, $19 million as of December 31, 2026, $20 million as
• $20 million — 5, $19 million as of December 31, 2026, $20 million as of December 31, 2027 and $20 million
• $12.05 — re of CapStar common stock ranging from $12.05 to $14.90 using the CapStar Street Fore
• $14.90 — tar common stock ranging from $12.05 to $14.90 using the CapStar Street Forecasts. W
• $51 million — stimated, based on the foregoing, to be $51 million as of June 30, 2023, $273 million as of
• $273 million — to be $51 million as of June 30, 2023, $273 million as of December 31, 2023, $326 million a
• $326 million — , $273 million as of December 31, 2023, $326 million as of December 31, 2024, $520 million a
• $520 million — , $326 million as of December 31, 2024, $520 million as of December 31, 2025, $450 million a
• $450 million — , $520 million as of December 31, 2025, $450 million as of December 31, 2026, $464 million a
• $464 million — , $450 million as of December 31, 2026, $464 million as of December 31, 2027 and $478 millio
• $478 million — 464 million as of December 31, 2027 and $478 million as of December 31, 2028. Morgan Stanley

Filing Documents

• onb-20240216.htm (8-K) — 90KB
• 0001628280-24-005390.txt ( ) — 265KB
• onb-20240216.xsd (EX-101.SCH) — 2KB
• onb-20240216_def.xml (EX-101.DEF) — 8KB
• onb-20240216_lab.xml (EX-101.LAB) — 30KB
• onb-20240216_pre.xml (EX-101.PRE) — 19KB
• onb-20240216_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events. As previously announced, on October 26, 2023, Old National Bancorp, an Indiana corporation (" Old National "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with CapStar Financial Holdings, Inc., a Tennessee corporation (" CapStar "). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, CapStar will merge with and into Old National (the " Merger "), with Old National as the surviving corporation in the Merger (the " Surviving Corporation "). Immediately following the Merger, or at such later time as Old National may determine, CapStar's wholly-owned subsidiary, CapStar Bank, a state bank chartered under the laws of the State of Tennessee, will merge with and into Old National's wholly-owned subsidiary, Old National Bank, a national banking association (the " Bank Merger "), with Old National Bank as the surviving bank in the Bank Merger. The Merger Agreement was unanimously approved and adopted by the board of directors of each of Old National and CapStar. In connection with the Merger Agreement, Old National filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the " SEC ") on January 3, 2024 (as amended on Form S-4/A on January 23, 2024, the " Registration Statement "), which contained a preliminary prospectus of Old National and a preliminary proxy statement of CapStar, and filed a definitive prospectus with the SEC on January 25, 2024 (the " Definitive Prospectus "). In addition, CapStar filed a definitive proxy statement with the SEC on January 25, 2024 (the " Definitive Proxy Statement "). Litigation Relating to the Merger Following the announcement of the Merger Agreement, as of February 15, 2024, one lawsuit challenging the Merger has been filed (the " Lawsuit "). The Lawsuit is captioned Stephen Bushansky v. CapStar Financial Holdings, Inc. et al. (Case No. 24-0025-I ) and was filed in the Chancery Court for the Sta

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K may contain "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 1934, as amended. In general, forward-looking statements can be identified through use of words such as "may," "believe," "expect," "anticipate," "intend," "will," "should," "plan," "estimate," "predict," "continue" and "potential" or the negative of these terms or other comparable terminology, and include statements related to the expected timing, completion, financial benefits, and other effects of the Merger. Forward-looking statements are not historical facts and represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial conditions to differ materially from those expressed in or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to, (1) expected cost savings, synergies and other financial benefits from the Merger not being realized within the expected time frames and costs or difficulties relating to integration matters being greater than expected, (2) the ability of CapStar to obtain the necessary approval by its shareholders, (3) the ability of Old National and CapStar to obtain required governmental approvals of the Merger, and (4) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the Merger. Further information regar

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