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Merger, Acquisition, and Divestiture Activity | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Merger, Acquisition, and Divestiture Activity | MERGER, ACQUISITION, AND DIVESTITURE ACTIVITY Mergers CapStar Financial Holdings, Inc. On April 1, 2024, Old National completed its acquisition of CapStar Financial Holdings, Inc. (“CapStar”) and its wholly owned subsidiary, CapStar Bank, in an all-stock transaction. This partnership strengthens Old National’s Nashville, Tennessee presence and adds several new high-growth markets. The assets acquired and liabilities assumed, both intangible and tangible, were recorded at their estimated fair values as of the merger date and have been accounted for under the acquisition method of accounting. The following table presents the preliminary valuation of the assets acquired and liabilities assumed and the fair value of consideration as of the merger date:
(dollars and shares in thousands) | April 1, 2024
Assets |
Cash and cash equivalents | $ | 177,791 |
Investment securities | 342,490 |
FHLB/Federal Reserve Bank stock | 14,426 |
Loans held-for-sale | 21,159 |
Loans, net of allowance for credit losses | 2,120,627 |
Premises and equipment | 22,481 |
Goodwill | 176,535 |
Other intangible assets | 46,125 |
Company-owned life insurance | 91,475 |
Other assets | 95,922 |
Total assets | $ | 3,109,031 |
Liabilities |
Deposits | $ | 2,560,124 |
FHLB advances | 75,000 |
Other borrowings | 30,000 |
Accrued expenses and other liabilities | 26,309 |
Total liabilities | $ | 2,691,433 |
Fair value of consideration |
Common stock (24,014 shares issued at $17.41 per share) | $ | 417,598 |
Total consideration | $ | 417,598 |
Goodwill related to this merger will not be deductible for tax purposes. Other intangible assets acquired included core deposit intangibles. The estimated fair value of the core deposit intangible was $46.1 million and is being amortized over an estimated useful life of 10 years. The fair value of PCD assets was $610.7 million on the date of merger. The gross contractual amounts receivable relating to the PCD assets was $679.3 million. Old National estimates, on the date of the merger, that $26.7 million of the contractual cash flows specific to the PCD assets will not be collected. Transaction and integration costs associated with the CapStar merger have been expensed in 2024 totaling $26.3 million and additional transaction and integration costs will be expensed in future periods as incurred. First Midwest Bancorp, Inc. On February 15, 2022, Old National completed its merger of equals transaction with First Midwest Bancorp, Inc. (“First Midwest”) pursuant to an agreement and plan of merger, dated as of May 30, 2021, to combine in an all-stock transaction. The combined organization has a presence in additional Midwestern markets, strong commercial banking capabilities, a robust retail footprint, a significant wealth management platform, and an enhanced ability to attract talent. The combined organization also creates the scale and profitability to accelerate digital and technology capabilities to drive future investments in consumer and commercial banking, as well as wealth management services. As of December 31, 2022, Old National finalized its valuation of all assets acquired and liabilities assumed. The following table presents a summary of the assets acquired and liabilities assumed, net of the fair value adjustments and the fair value of consideration as of the merger date:
(dollars and shares in thousands) | February 15, 2022
Assets |
Cash and cash equivalents | $ | 1,912,629 |
Investment securities | 3,526,278 |
FHLB/Federal Reserve Bank stock | 106,097 |
Loans held-for-sale | 13,809 |
Loans, net of allowance for credit losses | 14,298,873 |
Premises and equipment | 111,867 |
Operating lease right-of-use assets | 129,698 |
Accrued interest receivable | 53,502 |
Goodwill | 961,722 |
Other intangible assets | 117,584 |
Company-owned life insurance | 301,025 |
Other assets | 317,258 |
Total assets | $ | 21,850,342 |
Liabilities |
Deposits | $ | 17,249,404 |
Securities sold under agreements to repurchase | 135,194 |
FHLB advances | 1,158,623 |
Other borrowings | 274,569 |
Accrued expenses and other liabilities | 342,369 |
Total liabilities | $ | 19,160,159 |
Fair value of consideration |
Preferred stock | $ | 243,870 |
Common stock (129,365 shares issued at $18.92 per share) | 2,446,312 |
Total consideration | $ | 2,690,182 |
Transaction and integrations costs totaling $8.5 million primarily associated with the merger have been expensed in 2024, compared to $28.7 million in 2023, and $120.9 million in 2022. As a result of the merger, Old National assumed sponsorship of First Midwest’s defined benefit pension plan (the “Pension Plan”) under which both plan participation and benefit accruals had been previously frozen. The Pension Plan was terminated in November 2022, which included the settlement of benefit obligations associated with the Pension Plan. At December 31, 2024 and December 31, 2023, there were no remaining Pension Plan assets. Pension costs were not material in 2024 or 2023. Pending Acquisition Bremer Financial Corporation On November 25, 2024, Old National entered into a definitive agreement and plan of merger pursuant to which Old National will acquire Bremer Financial Corporation (“Bremer”) and its wholly owned subsidiary, Bremer Bank, National Association. As of December 31, 2024, Bremer had $16.5 billion in total assets, $11.8 billion in total loans, and $13.2 billion in deposits. Under the terms of the definitive merger agreement, each outstanding share of Bremer common stock will be converted into the right to receive 4.182 shares of Old National common stock plus $26.22 in cash, valuing the transaction at approximately $1.4 billion, or $116.76 per share, based on Old National’s closing stock price on November 22, 2024. The transaction value is likely to change until closing due to fluctuations in the price of Old National common stock. The definitive merger agreement has been unanimously approved by the Boards of Directors of Bremer and Old National. The transaction is subject to customary closing conditions and regulatory approvals, including the approval of Bremer shareholders. The transaction is anticipated to close in the middle of 2025. In addition, on November 25, 2024, Old National announced that it entered into a forward sale agreement with Citibank, N.A. (the “Forward Purchaser”) to issue 19,047,619 shares of Old National common stock for an aggregate offering amount of $400.0 million and entered into an 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”). The Underwriters were also granted a 30-day option to purchase up to an additional 2,857,143 shares of Old National common stock. On November 25, 2024, the Underwriters exercised this option in full, upon which Old National entered into an additional forward sale agreement to issue 2,857,143 shares of Old National common stock. The Company did not initially receive any proceeds from the sale of the Company’s common stock sold by the Forward Seller to the Underwriters. Old National expects to physically settle the forward sale agreements (by the delivery of shares of Old National common stock) and receive proceeds from the sale of those shares of Old National common stock upon one or more forward settlement dates within approximately 12 months from the date of the forward sale agreements at the then applicable forward sale price. The forward sale agreements are classified as equity instruments under ASC 815-40 Contracts in Entity’s Own Equity. Transaction costs totaling $2.5 million associated with the merger have been expensed in 2024 and additional transaction and integration costs will be expensed in future periods as incurred. Divestitures On November 18, 2022, Old National sold its business of acting as a qualified custodian for, and administering, health savings accounts. Old National served as custodian for health savings accounts comprised of both investment accounts and deposit accounts. At closing, the health savings accounts held in deposit accounts that were transferred totaled approximately $382 million and resulted in a $90.7 million pre-tax gain. During the fourth quarter of 2022, Old National initiated certain property optimization actions that included the closure and consolidation of certain branches as well as other real estate repositioning across our footprint. These actions resulted in pre-tax charges associated with valuation adjustments related to these locations totaling $26.8 million and $1.6 million for the years ended December 31, 2022 and 2023, respectively, and were recorded in noninterest expense.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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