 Old
National Bancorp Acquisition
of
Indiana Community
Bancorp
January 25, 2012
Filed by Old National Bancorp
Pursuant to Rule
425 under the Securities Act of 1933
Subject Company: Indiana Community Bancorp
Commission File No.: 000-18847
Set forth below are slides from an investor presentation given on January 25, 2012
by Old National Bancorp regarding the proposed merger transaction between
Old National Bancorp and Indiana Community Bancorp. |
 Lynell
Walton Senior Vice President
Investor Relations Officer
Old National Bancorp |
 3
Additional Information for Shareholders
In connection with the proposed merger, Old National Bancorp will file with the
Securities and Exchange Commission a Registration Statement on Form S-4 that
will include a Proxy Statement of Indiana Community Bancorp and a Prospectus of
Old National Bancorp, as well as other relevant documents concerning the
proposed transaction. Shareholders are urged to read the Registration Statement and the
Proxy Statement/Prospectus regarding the merger when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments or supplements
to those documents, because they will contain important information. A free copy
of the Proxy Statement/Prospectus, as well as other filings containing
information about Old National Bancorp and Indiana Community Bancorp, may be
obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to
obtain these documents, free
of
charge,
from
Old
National
Bancorp
at
www.oldnational.com
under
the
tab “Investor
Relations”
and
then
under
the
heading
“Financial
Information”
or
from
Indiana
Community
Bancorp
by
accessing
Indiana
Community
Bancorp’s
website
at
www.myindianabank.com
under
the
tab
“Shareholder
Relations”
and
then under the heading “Documents.”
Old National Bancorp and Indiana Community Bancorp and certain of their directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Indiana Community Bancorp in connection with
the proposed merger. Information about the directors and executive officers of
Old National Bancorp is set forth in the proxy statement for Old National’s 2011
annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 25,
2011. Information about the directors and executive officers of Indiana
Community Bancorp is set forth in the proxy statement for Indiana Community
Bancorp’s 2011 annual meeting of shareholders, as filed with the SEC on a
Schedule 14A on March 22, 2011. Additional information regarding the interests of those participants
and other persons who may be deemed participants in the transaction may be obtained by
reading the Proxy
Statement/Prospectus
regarding
the
proposed
merger
when
it
becomes
available.
Free
copies
of
this document may be obtained as described in the preceding paragraph.
|
 4
Forward-Looking Statement
This
presentation
contains
certain
forward-looking
statements
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
These
statements
include,
but
are
not
limited
to,
descriptions
of
Old
National
Bancorp’s
and
Indiana
Community
Bancorp’s
financial
condition,
results
of
operations,
asset
and
credit
quality
trends
and
profitability
and
statements
about
the
expected
timing,
completion,
financial
benefits
and
other
effects
of
the
proposed
merger.
Forward-
looking
statements
can
be
identified
by
the
use
of
the
words
“anticipate,”
“believe,”
“expect,”
“intend,”
“could”
and
“should,”
and
other
words
of
similar
meaning.
These
forward-looking
statements
express
management’s
current
expectations
or
forecasts
of
future
events
and,
by
their
nature,
are
subject
to
risks
and
uncertainties
and
there
are
a
number
of
factors
that
could
cause
actual
results
to
differ
materially
from
those
in
such
statements.
Factors
that
might
cause
such
a
difference
include,
but
are
not
limited
to:
expected
cost
savings,
synergies
and
other
financial
benefits
from
the
proposed
merger
not
be
realized
within
the
expected
time
frames
and
costs
or
difficulties
relating
to
integration
matters
might
be
greater
than
expected;
the
requisite
shareholder
and
regulatory
approvals
for
the
proposed
merger
might
not
be
obtained;
market,
economic,
operational,
liquidity,
credit
and
interest
rate
risks
associated
with
Old
National
Bancorp’s
and
Indiana
Community
Bancorp’s
businesses,
competition,
government
legislation
and
policies
(including
the
impact
of
the
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
and
its
related
regulations);
the
ability
of
Old
National
Bancorp
to
execute
its
business
plan
(including
the
proposed
acquisition
of
Indiana
Community
Bancorp);
changes
in
the
economy
which
could
materially
impact
credit
quality
trends
and
the
ability
to
generate
loans
and
gather
deposits;
failure
or
circumvention
of
either
Old
National
Bancorp’s
or
Indiana
Community
Bancorp’s
internal
controls;
failure
or
disruption
of
our
information
systems;
significant
changes
in
accounting,
tax
or
regulatory
practices
or
requirements;
new
legal
obligations
or
liabilities
or
unfavorable
resolutions
of
litigations;
other
matters
discussed
in
this
presentation
and
other
factors
identified
in
the
Old
National
Bancorp’s
Annual
Report
on
Form
10-K
and
other
periodic
filings
with
the
Securities
and
Exchange
Commission.
These
forward-looking
statements
are
made
only
as
of
the
date
of
this
Report,
and
neither
Old
National
Bancorp
nor
Indiana
Community
Bancorp
undertakes
an
obligation
to
release
revisions
to
these
forward-looking
statements
to
reflect
events
or
conditions
after
the
date
of
this
presentation. |
 5
Non-GAAP Financial Measures
These slides contain non-GAAP financial measures. For purposes of
Regulation G, a non-GAAP financial measure is a numerical measure of the
registrant's historical or future financial performance, financial position or
cash flows that excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most directly
comparable measure calculated and presented in accordance with GAAP in
the statement of income, balance sheet or statement of cash flows (or
equivalent statements) of the issuer; or includes amounts, or is
subject to
adjustments that have the effect of including amounts, that are excluded
from the most directly comparable measure so calculated and presented.
In this regard, GAAP refers to generally accepted accounting principles in
the
United
States.
Pursuant
to
the
requirements
of
Regulation
G,
Old
National Bancorp has provided reconciliations within the slides,
as
necessary, of the non-GAAP financial measure to the most directly
comparable GAAP financial measure. |
 Bob
Jones President &
CEO Old
National Bancorp |
 7
ONB to Acquire Indiana Community Bancorp
Compelling
Strategic
Rationale
•
Advances
objective
of
being
Indiana’s
bank
•
Provides
entry
into
attractive
I-65
corridor
markets
•
Adds
17
full
service
branches
-
$863.3
million
in
deposits
and
$713.8
million
in
loans
Financially
Attractive
•
Effective
deployment
of
capital
•
EPS accretion of $.06 to $.08 per share in first full year
•
Exceeds internal IRR hurdle
•
Significant operating efficiencies
•
Over 35% cost saves expected
Low Risk
•
Comprehensive due diligence completed
•
Core competency in integration/conversion processes
•
Retention of key management members
•
Strong cultural fit
Financial data at December 30, 2011, per Company filings
|
 8
Indiana Community Bancorp
Founded in 1908
State chartered commercial bank
17 full service branches
$985 million total assets
–
$714 million total loans
$896 million total liabilities
–
$863 million total deposits
$273 million trust assets
Financial data at December 30, 2011, per Company filings
|
 9
Why Indiana Community?
Effective deployment of capital
–
Revenue growth opportunities
–
Entry with #2 market share in strong Columbus,
Indiana market
–
Immediately accretive to earnings
Continued expense synergies
Enhances ONB’s strategy of being Indiana’s
bank
–
Fills
strategic
gap
–
I-65
corridor
Intangible benefits
–
Same cultural values
–
Strong management team |
 10
Evansville
Strategic fill-in of attractive I-65 corridor
in South Eastern Indiana
Area is home to Cummins Inc. and
Honda Manufacturing of Indiana
Old National Bancorp
Indiana Community Bancorp
ONB to Acquire Indiana Community Bancorp
Headquartered in
Columbus, Indiana
NASDAQ: INCB |
 11
Attractive Columbus, IN Market (MSA)
INCB corporate headquarters
5 full service branches
Deposits of $322.0 million
–
37.5% of franchise
Market rank of #2 with 27.1% share
Major employer Cummins Inc –
June 2011
announced expansion with new office building
to add 600 new professionals (average
salaries of $80,000) by 2013 and employ nearly
3,000 individuals
Financial data at June 30, 2011, per SNL Financial |
 12
Bartholomew County/Columbus, IN
Bartholomew County population of 75,950
–
Columbus population of 40,730
Median HH Income
$53,356
$53,650
$55,877
$54,442
$53,000
$54,000
$55,000
$56,000
Barth.
Co.
Indiana
National
ONB
Projected HH Income Change
2010-2015
13.3%
13.2%
13.6%
12.4%
11%
12%
13%
14%
Barth. Co.
Indiana
National
ONB
Nov. 2011 Unemployment
9.0%
7.0%
8.6%
6%
7%
8%
9%
10%
Bartholomew
County
Indiana
National
HH income data per SNL Financial
Unemployment data provided by Indiana Department of Workforce Development and Bureau
of Labor Statistics |
 13
Entry Into Seymour, IN (MSA)
3 full service branches
Deposits of $190.6 million
–
22.2% of franchise
Market rank of #2 with 25.5% share
Financial data at June 30, 2011, per SNL Financial |
 14
ONB to Acquire INCB –
Highlights
Transaction
Due Diligence
Financial Impact
Capital
TARP Repayment
Acceptable Risk Profile
Closing
•
Consideration:
100%
stock
transaction
at
an
exchange
ratio
of
1.90,
resulting
in
6.6
million
shares
issued
•
Deal
value
=
$79.2
million
at
ONB
price
of
$12.00
•
Tangible
premium/core
deposits
(deposits
less
jumbo
CDs)
of
1.58%
•
Price
to
tangible
book
of
1.17%
•
Comprehensive
review
of
all
operations
and
business
lines
•
Extensive
credit
review
•
Obtained
in-depth
look
at
culture
•
Expected
to
be
immediately
accretive
to
EPS
in
2012,
excluding
one-time
charges
of
approximately
$19.3
million
•
Expected
EPS
accretion
$.06
to
$.08
per
share
in
first
full
year
•
Expected
cost
saves
of
over
35%,
phased
in
75%
in
2012
and
100%
thereafter
•
Exceeds
internal
IRR
hurdle
•
Loan
credit
mark
estimated
at
$87
million,
or
12%
of
total
loans*
•
Loan
interest
rate
mark
estimated
at
$32
million
•
Create
goodwill
of
approximately
$75
million
•
No
additional
capital
raise
needed
•
INCB to redeem TARP prior to closing, subject to regulatory approval
•
Strong
cultural
fit
•
Transaction
anticipated
to
close
2Q12,
subject
to
regulatory
and
INCB
shareholder
approval
and
other
customary
closing
conditions
*
Possible
credit-related
adjustments
to
exchange
ratio
Pricing
based
on
ONB
stock
price
of
$12.00
–
20
day
average
12-21-2011
to
1-20-2012 |
 15
Possible Credit-Related Adjustments to Exchange Ratio
Deal
value
subject
to
change
based
on
increase
or
decrease of credit mark and delinquencies
–
1.9987 to 1.3396
Loan mark based on changes in impairment
Delinquencies based on changes in “delinquent
loans”
from announcement date to closing date
–
Delinquencies
–
Nonaccruals
–
Restructured
–
OREO
–
Net charge-offs
All based on Old National’s credit methodology |
 16
Estimated Merger and Acquisition Charges
Severance
$4.3
Other HR related expenses
$1.9
Processing and communication expense
$7.3
Occupancy expense
$2.6
Professional fees
$2.6
Marketing
$.6
Total estimated acquisition charges
$19.3
$ in millions |
 17
Pro Forma Capital Ratios
ONB
9-30-2011
1
Projected
at Closing
Tangible Common Equity/Tangible Assets
8.40%
8.27%
Tangible Common Equity/Risk Weighted Assets
13.42%
12.65%
Leverage Ratio
7.9%
8.0%
Tangible Book Value Per Share
$7.66
$7.37
1
See Appendix for Non GAAP Reconciliation |
 Old
National Bancorp Thank You
Q&A |
 Old
National Bancorp Appendix |
 20
ONB’s M&A Strategy
Branch acquisition
FDIC assisted
transaction
Whole bank purchase
Must enhance Old National’s mission of being a true “community
bank” Must align both strategically and culturally
Must meet/exceed financial targets
Must pass rigorous due diligence process |
 21
ONB’s M&A Strategy
Focus on community banking, client
relationships and consistent quality
earnings
Target geographic markets
–
Mid-sized markets within or near existing
franchise with average to above average
growth rates
–
In market community banks where
significant cost saves could be achieved |
 22
Balance Sheet Mix –
As of 9-30-2011
Commercial
30.1%
Residential
Mortgage
21.0%
Commercial
Real Estate
27.2%
HELOC
5.4%
Other
Consumer
16.3%
Commercial
16.4%
Mortgage
13.1%
Commercial
Real Estate
56.6%
HELOC
12.5%
Other
Consumer
1.4%
CD's
24.4%
Money
Markets
4.5%
NOW
Accounts
22.2%
Savings
23.7%
Demand
25.3%
Old
National Indiana Community
Pro Forma
CD's
33.1%
Money
Markets
28.1%
NOW
Accounts
19.8%
Savings
6.2%
Demand
12.8%
Old
National Indiana Community
Pro Forma
Commercial
28.1%
Residential
Mortgage
19.8%
Commercial
Real Estate
31.5%
HELOC
6.4%
Other
Consumer
14.1%
CD's
25.3%
Money
Markets
7.1%
NOW
Accounts
21.9%
Savings
21.8%
Demand
23.9%
Excludes covered loans
Financial data at September 30, 2011, per SNL Financial
|
 23
Indiana Market Share
Financial data at June 30, 2011, per SNL Financial |
 24
Loan Mark Impairment Based On
Collateral value
Cash flow
Documentation
Quality and timeliness of financial
statements
Guarantor strength |
 25
Non-GAAP Reconciliations
(end of period balances-
$ in millions)
ONB at
9-30-2011
Projected at
Closing
Total Shareholders’
Equity
$1,027.7
$1,114.4
Deduct: Goodwill and Intangible Assets
(302.3)
(367.4)
Tangible Common Shareholders’
Equity
$725.4
$746.9
Total Assets
$8,932.7
$9,395.3
Add: Trust Overdrafts
.4
.6
Deduct: Goodwill and Intangible Assets
(302.3)
(367.4)
Tangible Assets
$8,630.8
$9,028.5
Tangible Common Equity to Tangible Assets
8.40%
8.27%
(end of period balances-
$ in millions)
ONB at
9-30-2011
Projected at
Closing
Total Shareholders’
Equity
$1,027.7
$1,114.4
Deduct: Goodwill and Intangible Assets
(302.3)
(367.4)
Tangible Common Shareholders’
Equity
$737.8
$746.9
Risk Adjusted Assets
$5,406.5
$5,906.1
Tangible Common Equity to Risk Weighted Assets
13.42%
12.65% |
 26
(end of period balances-
$ in millions)
ONB at
9-30-2011
Projected at
Closing
Total Shareholders’
Equity
$1,027.7
$1,114.4
Deduct: Goodwill and Intangible Assets
(302.3)
(367.4)
Tangible Common Shareholders’
Equity
$725.4
$746.9
Common Shares Issued and Outstanding
94,654
101,360
Tangible Book Value per Share
$7.66
$7.37
Non-GAAP Reconciliations |