8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 11, 2011

Old National Bancorp
__________________________________________
(Exact name of registrant as specified in its charter)

Indiana	001-15817	35-1539838
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Main Street, Evansville, Indiana		47708
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (812) 464-1294

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On January 1, 2011, Old National Bancorp ("Old National" or the "Company") acquired 100% of Monroe Bancorp ("Monroe") in an all stock transaction. As previously disclosed, the acquired assets and liabilities of Monroe will be marked to fair value. Upon receipt of final valuation reports and appraisals, it appears that the fair value marks on the loan portfolio and other real estate owned ("OREO") are larger than originally anticipated, contributing to greater goodwill associated with the transaction than originally expected. The reason for the larger fair value marks on the loan portfolio and OREO is due to larger impairment on non-performing loans and OREO than the Company estimated when its management team discussed the acquisition with investors on October 6, 2010 during its public conference call relating to the announcement of the Monroe transaction.

In the October 6, 2010 presentation to investors, the estimate of the loan fair value mark was $46.6 million and the OREO fair value mark was estimated at $1.1 million. Old National now expects a fair value mark on the loan portfolio acquired through the Monroe acquisition to be approximately $64.4 million and a fair value mark of approximately $8.1 million related to OREO. The impairment of the non-performing loans acquired was higher than that originally modeled primarily as a result of lower collateral liquidation values and a change in our disposition strategy impacting the underlying cash flow assumptions. We believe our valuation approach is conservative and appropriate. Strengthening of the real estate market or improvement in the economy in general might result in revised cash flow expectations. The financial impact of improved cash flow expectations would result in a higher yield recognized prospectively. Should our cash flow expectations deteriorate, the financial impact is recorded as provision expense in the current period. OREO values were lower due to continued weakening of the underlying cash flows of the properties and continued weakness in the underlying property values.

The Company anticipates recording goodwill associated with the Monroe transaction of approximately $68.4 million as a result of the fair value mark on all of the acquired assets and liabilities. In addition, the Company acquired core deposit intangibles and trust customer relationship intangibles of $8.2 million and $2.3 million, respectively, which will be amortized on an accelerated method over 10 to 12 years.

Acquisition and integration costs are expected to be approximately $3.5 million in the first quarter of 2011 and we currently anticipate an additional $4 to $5 million in the second quarter of the year.

Item 8.01 Other Events.

On April 11, 2011, Old National Bancorp’s wholly owned trust subsidiary, American National Trust and Investment Management Company d/b/a Old National Trust Company ("ONTC"), announced that it entered into an Agreement and Plan of Merger (the "Agreement") with Integra Bank, National Association ("Integra") pursuant to which ONTC will acquire the trust business of Integra, which currently has approximately $386.8 million assets under management.

Pursuant to the terms of the Agreement, Integra will form an interim national bank subsidiary ("Integra Interim Subsidiary") that will become a party to the Agreement. Immediately prior to the closing, Integra shall cause its trust business to be transferred to the Integra Interim Subsidiary, free and clear of all liabilities. At closing, ONTC and Integra shall cause the Integra Interim Subsidiary to be merged into ONTC (the "Transaction"), with ONTC to be the surviving entity.

In consideration for all of the shares of the Integra Interim Subsidiary, ONTC will pay Integra $1.25 million in the all cash transaction. Old National anticipates one time charges from the Transaction to be approximately $450,000 to $550,000 and that the Transaction will be accretive by less than $0.01 per share, excluding one-time charges. Subject to regulatory approval and the satisfaction of closing conditions, the parties anticipate the Transaction to be complete by the end of the second quarter.

Attached hereto as Exhibit 99.1 is a press release issued by Old National announcing the planned purchase of Integra’s trust business, which is incorporated herein by reference pursuant to General Instruction F to Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits

Exhibit No./Description
99.1 - Press Release Issued by Old National Bancorp dated April 11, 2011.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements regarding future events and developments concerning Old National. You can find many of these statements by looking for words such as “expects,” “projects,” “anticipates,” “believes,” “intends,” “estimates,” “strategy,” “plan,” “potential,” “possible” and other similar expressions. Statements about the expected timing, completion and effects of the proposed merger and all other statements in this Current Report other than historical facts constitute forward-looking statements.

Forward-looking statements involve certain risks and uncertainties. The ability of either Old National to predict results or actual effects of its plans and strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Because these forward-looking statements are subject to assumptions and uncertainties, the developments and future events concerning Old National set forth in this Current Report may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this Current Report.

All written and oral forward-looking statements concerning the merger or other matters addressed in this Current Report and attributable to Old National or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Old National undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report or to reflect the occurrence of unanticipated events, unless obligated to do so under the federal securities laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Old National Bancorp
April 12, 2011	By:	Christopher A. Wolking
		Name: Christopher A. Wolking
		Title: Senior Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release Issued by Old National Bancorp dated April 11, 2011.

EX-99.1

Contacts:

Media:
Kathy A. Schoettlin – (812) 465-7269
Executive Vice President – Communications

Financial Community:
Lynell J. Walton – (812) 464-1366
Senior Vice President – Investor Relations

FOR IMMEDIATE RELEASE –
April 11, 2011

Old National Bancorp to Acquire
Integra Wealth Management & Trust Division

• Integra Wealth Management & Trust clients will immediately be serviced by Old National Wealth Management experts

• Brings total assets under management by Old National Wealth Management division to $4.4 billion

Evansville, Ind. (April 11, 2011) – Old National Bancorp (NYSE:ONB) today announced the execution of a definitive agreement to acquire Integra Wealth Management and Trust, a division of Integra Bank, National Association. As a result of a Servicing Agreement between the two companies, Old National Wealth Management advisors will immediately begin servicing Integra Wealth Management and Trust clients. The clients will have full access to Old National’s investment and trust experts.

This acquisition – subject to regulatory approval and satisfaction of closing conditions — brings the total assets under management by Old National’s Wealth Management division to $4.4 billion. The transaction is anticipated to close by June 30, 2011.

“Old National and Integra are long-time community partners and neighbors with similar service areas and a shared commitment to serving our clients and communities,” said Old National President & CEO Bob Jones. “We are fully committed to our new clients and are excited to showcase our unwavering commitment to customer care.”

“Our Old National team of experts is poised to immediately assist clients in preserving, building and sharing their wealth,” said Carrie Ellspermann, President and CEO of Old National Wealth Management. “We believe they will benefit from an enhanced menu of products and services backed by an institution recently recognized for strength and stability by Forbes Magazine.”

Old National was advised by Sandler O’Neill + Partners, L.P., as well as the law firm of Krieg DeVault LLP.

About Old National

Old National Bancorp is the largest financial services holding company headquartered in Indiana and, with $8.1 billion in assets, ranks among the top 100 banking companies in the United States.

Since its founding in Evansville in 1834, Old National has focused on community banking by building long-term, highly valued partnerships with clients in its primary footprint of Indiana, Illinois and Kentucky. In addition to providing extensive services in retail and commercial banking, wealth management, investments and brokerage, Old National also owns Old National Insurance which is one of the top 100 largest agencies in the US and the 10^th largest bank-owned insurance agency. For more information and financial data, please visit Investor Relations at oldnational.com.

Forward-Looking Statement

This press release 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’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 might not be realized within the expected time frames and costs or difficulties relating to integration matters might be greater than expected; the requisite regulatory approvals for the proposed merger might not be obtained; market, economic, operational, liquidity, credit and interest rate risks associated with Old National’s businesses, competition, government legislation and policies, ability of Old National to execute its business plan, including acquisition plans, 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’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 press release and other factors identified in each Company’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 press release, and neither Old National undertakes an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this release.