Old National Bancorp to acquire CapStar Financial Holdings; exchange ratio 1.155 ONB shares per CapStar share

OLD NATIONAL BANCORP /IN/

CapStar shareholders receive 1.155 ONB shares per CapStar share; no cash consideration except for fractional shares.
CapStar termination fee of $11.25 million payable under certain circumstances following a superior proposal or board withdrawal.
CapStar directors and an executive officer entered Voting Agreements to vote shares in favor of the merger.
Conditions include CapStar shareholder approval, regulatory approvals, Form S-4 effectiveness, and no material adverse effect.
Both boards unanimously approved the merger; closing subject to customary conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

OLD NATIONAL BANCORP /IN/ entered into Agreement and Plan of Merger with CapStar Financial Holdings, Inc. (effective 2023-10-26).

Action: entry
Agreement: merger
Counterparty: CapStar Financial Holdings, Inc.
Effective: 2023-10-26

Exact text from the filing

On October 26, 2023, Old National Bancorp, an Indiana corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CapStar Financial Holdings, Inc., a Tennessee corporation (“CapStar”).

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26 material agreements filed in the last 30 days. Browse all material agreements →

OLD NATIONAL BANCORP /IN/ filing history →

Source: SEC EDGAR

accession 0001104659-23-112981

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