Old National Bancorp Files 8-K: Material Agreement

Ticker: ONBPP · Form: 8-K · Filed: Nov 25, 2024 · CIK: 707179

Old National Bancorp /In/ 8-K Filing Summary
FieldDetail
CompanyOld National Bancorp /In/ (ONBPP)
Form Type8-K
Filed DateNov 25, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$26.22, $1,300,000,000, $20.16
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, 8-k

TL;DR

ONB signed a big deal, filing an 8-K on Nov 25. Details to follow.

AI Summary

Old National Bancorp entered into a material definitive agreement on November 25, 2024. The filing also includes Regulation FD disclosures and other events, along with financial statements and exhibits. The company is incorporated in Indiana and its fiscal year ends on December 31.

Why It Matters

This filing indicates a significant new agreement for Old National Bancorp, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

  • OLD NATIONAL BANCORP (company) — Registrant
  • November 25, 2024 (date) — Date of earliest event reported
  • Indiana (location) — State of incorporation

FAQ

What is the nature of the material definitive agreement entered into by Old National Bancorp?

The filing does not specify the exact nature of the material definitive agreement, only that one was entered into on November 25, 2024.

What other information is included in this 8-K filing?

This 8-K filing includes Regulation FD disclosures, other events, and financial statements and exhibits.

When is Old National Bancorp's fiscal year end?

Old National Bancorp's fiscal year ends on December 31.

Where is Old National Bancorp incorporated?

Old National Bancorp is incorporated in Indiana.

What is the accession number for this filing?

The accession number for this filing is 0001104659-24-122326.

Filing Stats: 4,691 words · 19 min read · ~16 pages · Grade level 17.2 · Accepted 2024-11-25 06:17:41

Key Financial Figures

  • $26.22 — converted into the right to receive (i) $26.22 in cash without interest, (ii) 4.182 sh
  • $1,300,000,000 — Agreement) of greater than or equal to $1,300,000,000. Termination; Termination Fee The Me
  • $20.16 — he forward sale price will initially be $20.16 per share, which is the price at which

Filing Documents

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger Overview On November 25, 2024 (the "Signing Date"), Old National Bancorp (the "Company" or "Old National") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bremer Financial Corporation, a Minnesota corporation ("Bremer"), and ONB Merger Sub, Inc., an Indiana corporation and wholly owned subsidiary of the Company ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Merger Sub will merge with and into Bremer (the "First Step Merger"), with Bremer surviving the First Step Merger as a wholly owned subsidiary of the Company (the "Surviving Corporation"), and (ii) immediately following the First Step Merger, and as part of a single, integrated transaction, the Surviving Corporation will merge with and into the Company (the "Second Step Merger" and together with the First Step Merger, the "Mergers"), with the Company continuing as the surviving corporation in the Second Step Merger (the "Surviving Entity"). Immediately following the Second Step Merger, or at such later time as the Company may determine in its sole discretion, the Company will cause Bremer's wholly owned banking subsidiary, Bremer Bank, National Association, a national banking association duly organized and existing under the laws of the United States, to merge with and into the Company's wholly owned banking subsidiary, Old National Bank, a national banking association duly organized and existing under the laws of the United States (the "Bank Merger"), with Old National Bank continuing as the surviving bank in the Bank Merger. The Merger Agreement was unanimously approved by the Board of Directors of each of the Company and Bremer. Merger Consideration Upon the terms and Time"), each share of Class A c

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 25, 2024, the Company and Bremer issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. In connection with the announcement of the Merger Agreement, the Company and Bremer intend to provide supplemental information regarding the proposed transaction in presentations to analysts and investors. The slides that will be available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein. The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and is not deemed to be "filed" with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. The Company does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits attached hereto.

01. Other Events

Item 8.01. Other Events. Underwriting Agreement On November 25, 2024, the Company priced the public offering of shares of Company Common Stock in connection with the Forward Sale Agreement and entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., as representative for the underwriters named therein (collectively, the "Underwriters"), the Forward Purchaser and Citigroup Global Markets Inc., as forward seller (the "Forward Seller"), relating to the registered public offering and sale of 19,047,619 shares of Company Common Stock. The Underwriters have been granted a 30-day option to purchase up to an additional 2,857,143 shares of Company Common Stock. If such option is exercised, then the Company plans to enter into an additional forward sale agreement with the Forward Purchaser in respect of the number of shares of Company Common Stock that is subject to the exercise of such option. Pursuant to the Underwriting Agreement, the Forward Seller will sell to the Underwriters at the closing on November 26, 2024, an aggregate of 19,047,619 shares of Company Common Stock, subject to the conditions set forth in the Underwriting Agreement, which shares are expected to be borrowed by the Forward Purchaser or its affiliate from third parties. 6 The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference. A copy of a press release related to the offering is filed as Exhibit 99.3 hereto and incorporated herein by reference. In connection with the offering, Company Common Stock was registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No. 333-272312) (the "Registration Statement"), and a prospectus supplement, dated November 25, 2024, which will be filed with the SEC pu

Financial Statements

Financial Statements of Bremer The audited consolidated financial statements of Bremer dated as of December 31, 2023 and 2022, and for each of the years in the two-year period ended December 31, 2023, together with the report of the independent auditors, are filed as Exhibit 99.5 hereto and incorporated herein by reference. The audited consolidated financial statements of Bremer are included in the Registration Statement and related prospectus supplement, and the Company is therefore also filing a consent from Ernst & Young LLP as Exhibit 23.2 for the purpose of incorporating such consent into the Registration Statement. The interim unaudited balance sheet as of September 30, 2024 and 2023, and interim unaudited income statement for the three months and nine months ended September 30, 2024 and 2023, of Bremer are filed as Exhibit 99.6 hereto and incorporated herein by reference. The interim unaudited financial statements of Bremer set forth in Exhibit 99.6 were obtained from Bremer management and have not been prepared in accordance with Regulation S-X of the Securities Act or under Public Company Accounting Oversight Board guidelines or been subject to a SAS 100 review by Bremer's auditors in accordance with Statement of Auditing Standards No. 100, "Interim Financial Information." 7

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as of November 25, 2024, among Old National Bancorp, Citigroup Global Markets Inc., as representative of the underwriters named therein, Citigroup Global Markets Inc., as forward seller, and Citibank, N.A., as forward purchaser. 2.1 Agreement and Plan of Merger, dated as of November 25, 2024, among Old National Bancorp, Bremer Financial Corporation, and ONB Merger Sub, Inc.* 5.1 Opinion of Nicholas J. Chulos, Executive Vice President, Chief Legal Officer and Corporate Secretary, Old National Bancorp. 10.1 Trustee Voting Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the trustees of Otto Bremer Trust listed on the signature pages therein.* 10.2 Form of Director Voting Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the directors of Bremer Financial Corporation listed on the signature pages therein. 10.3 Investor Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the trustees of Otto Bremer Trust listed on the signature pages therein. 10.4 Forward Sale Agreement, dated as of November 25, 2024, between Old National Bancorp and Citibank, N.A. 23.1 Consent of Nicholas J. Chulos (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 99.1 Joint press release announcing the execution of the Merger Agreement, dated November 25, 2024. 99.2 Investor Presentation Mate

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