Old National Bancorp (NASDAQ: ONB) (“Old National”) announced the pricing of an underwritten public offering of 19,047,619 shares of its common stock, no par value (the “Common Stock”), at a public offering price of $21.00 per share (before underwriting discounts and commissions), for an aggregate offering amount of $400 million.
The approximate net proceeds of the offering will be $384 million (before offering expenses, assuming the underwriters do not exercise their option to purchase additional shares and assuming full physical settlement of the forward sale agreement at the initial forward price) in connection with the forward sale agreement.
The underwriters have been granted the option to purchase up to an additional 2,857,143 shares of Common Stock. If the option is exercised, then Old National plans to enter into an additional forward sale agreement with the forward purchaser in respect of the number of additional shares of Old National’s Common Stock that is subject to the exercise of such option. The offering is expected to close on November 26th, 2024, subject to the satisfaction of customary conditions.
Citigroup Global Markets Inc. (“Citi”) is acting as the lead joint book-running manager and stabilization agent for the offering. Keefe, Bruyette & Woods, Inc., A Stifel Company (“KBW”) is acting as the joint book-running manager.
In connection with the offering, Old National entered into a forward sale agreement with an affiliate of Citi (the “forward purchaser”), pursuant to which Old National has agreed to sell shares of Common Stock to the forward purchaser at the initial forward sale price, which is equal to the price per share at which the underwriters purchase the shares in the offering, as adjusted over the term of the forward sale agreement. In connection with the forward sale agreement, the forward purchaser or its affiliate is borrowing from third parties an aggregate of 19,047,619 shares of Common Stock. Such borrowed shares of Common Stock will be delivered by Citi (in such capacity, the “forward seller”) for sale to the underwriters in the offering.
Old National expects to physically settle the forward sale agreement (by the delivery of shares of Common Stock) and receive proceeds from the sale of those shares of Common Stock upon one or more forward settlement dates within approximately 12 months from the date hereof. Old National may also elect cash settlement or net share settlement for all or a portion of its obligations under the forward sale agreement.
If the forward purchaser or its affiliate does not borrow and deliver to the forward seller for sale all of the shares of Common Stock to be delivered and sold by it pursuant to the terms of the underwriting agreement, Old National will issue and sell directly to the underwriters the number of shares of Common Stock not borrowed and delivered for sale by the forward purchaser or its affiliate, and under such circumstances the number of shares of Common Stock underlying the forward sale agreement will be decreased by the number of shares of Common Stock that Old National issues and sells.
Old National will not initially receive proceeds from the sale of the shares of Common Stock sold by the forward seller to the underwriters but will have the right to receive proceeds from physical settlement under the forward sale agreement, based on the then-prevailing forward sale price. Old National intends to use any net proceeds that it receives upon settlement of the forward sale agreement and the additional forward sale agreement, if any, for general corporate purposes, which may include, among other uses, contributing Tier 1 capital into Old National Bank. The precise amounts and timing of these uses of proceeds will depend on the funding requirements of Old National and its subsidiaries.
The Common Stock will be issued pursuant to an effective shelf registration statement (File No. 333- 272312) and a preliminary prospectus supplement filed with the Securities and Exchange Commission (the “SEC”), and a final prospectus supplement to be filed with the SEC.
Copies of the registration statement, the preliminary prospectus supplement, and the accompanying base prospectus relating to the Common Stock offering can be obtained without charge by visiting the SEC’s website at www.sec.gov, or by contacting Citi, Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at (800) 831-9146 or KBW by telephone at (800) 966-1559 or by email at USCapitalMarkets@kbw.com.
To read the full press release, visit: ir.oldnational.com/news/press-releases/press-release-details/2024/Old-National-Announces-Pricing-of-Common-Stock-Offering/default.aspx
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