Welcome to Old National and CapStar Merger Conference Call. This call is being recorded and has been made accessible to the public in accordance with the SEC's Regulation FD. Corresponding presentation slides can be found on the Investor Relations page at oldnational.com and will be archived there for 12 months. Comments made during today's call regarding either companies or the combined company's future results or future financial, sorry, financial performance may include forward-looking statements and are subject to certain risks, uncertainties, and other factors that could cause actual results to differ from those discussed. Please review the forward-looking disclaimer and safe harbor language included in the presentation. I'd now like to turn the call over to Mr. Jim Ryan, CEO of Old National, for opening remarks. Mr. Ryan?
Thank you, Sarah. Good afternoon, and thank you for joining us on such short notice. I will begin on page 3 of the presentation. We're thrilled to be in Nashville today to announce our partnership with CapStar Bank, a $3 billion bank headquartered in Nashville with 23 branches. CapStar is a dynamic bank with a top 10 share in Nashville and also has offices in vibrant communities such as Athens, Chattanooga, Knoxville, and one in Asheville, North Carolina. By partnering together, we can accelerate their already demonstrated success and growth by bringing our larger balance sheet and more robust product suite. This partnership allows Old National to leverage the excellent entry we made a little more than a year ago into Nashville with the opening of our 1834 wealth management office, and recently, the addition of two new commercial leaders.
Recently, we had a client and prospect event in Nashville with 250 clients, and I realized what a great success we were already having with a small office. Our partnership announced today allows us to invest and grow even faster than we could achieve on our own. The CapStar headquarters in Nashville is slightly over two hours from our Evansville-based headquarters and closer to us than any of our previous partnerships in my 20+ year career at ONB. Our partnership is financially compelling by all measures. The multiples are attractive versus comparable deals as measured by both price to tangible book value and price to forward earnings, including cost savings.
We expect the partnership to be accretive by 5% to our 2025 earnings, with less than 2% tangible book value dilution or only $0.20, which results in a quick earn back of under two years. Our capital will remain strong as this partnership will be approximately neutral to our pro forma capital ratios at closing. Most importantly, this earnings accretive partnership is a much cheaper, less dilutive, and significantly faster way for us to build scale in this dynamic footprint. We believe this transaction to be low risk, given the highly compatible culture, business mix, and relationship banking approach to banking. We are very pleased with our due diligence. We found strong credit underwriting, stronger than almost any other opportunity we've looked at during my tenure.
This speaks to the below-average net charge-off for CapStar versus the industry for the last 10 years plus. Lastly, after completing our successful FMBI partnership more than a year ago, combined with our strong track record of achieving and exceeding our model results, we feel confident that we can successfully integrate our newest partner. We have learned much from previous partnerships and believe we have the expertise and leadership to achieve or even exceed our expectations. Moving to slide 4, this slide shares an overview of CapStar's metrics, balance sheet composition, and the competitive landscape. As you can see from the competitive landscape, we aim to gain share in deposits, loans, and wealth management and believe we can compete effectively. To the extent there is further industry consolidation in Tennessee, we will be well positioned to gain market share.
Lastly, on page 5, I think we all understand the attractive demographics in the Southeast, specifically Nashville, which has increasingly become the city of choice for new businesses, jobs, and population growth. I will close with a few other comments. CapStar contacted us directly based on our reputation and most recent entry into Nashville. CapStar CEO, Tim Schools, and the board felt that we were a perfect fit to help them achieve their goals. From our perspective, this is an excellent opportunity to achieve our long-term strategic growth plan and build on our strategic investment in Nashville already. While today's stock market appears to be more short-term focused and negative, I remain focused on long-term shareholder value. We are pleased with the early results of our Nashville team, and we are incredibly excited about this opportunity.
I'm confident that we will look back in a few years and see this was truly an opportunistic platform and a partnership in great markets that enhanced our franchise. With those short comments, I will open the call for any questions, and I'm joined by Mark Sander, Brendon Falconer, and John Moran to answer any questions. Thank you.
Thank you. Ladies and gentlemen, if you have a question, it is star one on your telephone keypad. If you wish to withdraw your question, it is star one again. Your first question comes from the line of Scott Siefers of Piper Sandler. Your line is open.
Good afternoon, guys...
Good afternoon, Scott. I stayed on top?
Hey, doing what I can. I think this first one's sort of a broader one. You know, I think there's a sense that in this whatever emerging regulatory environment we've got, you sort of get one bite at the apple over, you know, maybe at least a year or so. You know, do you think is that the case? And I guess what I'm really getting at is, if this is the only deal that you might be able to do over the next, like, one to two years, what is it specifically about CapStar that made this the one that you wanted to go after?
Well, I think it's too early to tell about how many applications can be filed. We're not necessarily looking for the next opportunity beyond this. We're really just focused on this Nashville opportunity. Given the investment we've made here already and the significant upside we have here, we really felt like this was a perfect opportunity. It's small enough, you know, to be easier to integrate, but yet it's big enough to matter, especially given the, you know, demographics here in Nashville and the already investment we've made here.
Okay, perfect. I guess just a follow-up. Any pieces of the company that you are not interested in that as you sell off portions of it or sort of let run off? I know, for example, they've got a, or at least have had, a triple net leasing business. You know, anything that's sort of off the beaten path for you guys that would lead us on the outside to believe that the growth trajectory of the combined company might be a little less as you integrate and go forward? Is it just sort of steady as she goes?
You know, I, I'm, I'm actually very bullish on our ability to continue to bring, you know, our funding base, our strong funding base, you know, to the organization here. Our plans would be to let them continue to grow. You know, with our strong funding base and our larger hold limits and the team we've got here, I think it accelerates our ability to grow. It's too early to tell on any individual portfolio. You know, we have a lot of work to do there, but we feel really comfortable with our ability to grow and fund that growth with core deposits.
Wonderful. Okay, good. Thank you.
Thanks, Scott.
Your next question comes from the line of Terry McEvoy with Stephens. Your line is open.
Hey, Jim. Good afternoon.
Hi, Terry. Good afternoon. Thanks for joining us.
Yeah. When I think about the ONB M&A track record, kind of before FMBI, and you were there, I'm thinking like Grand Rapids, Ann Arbor, Madison, Wisconsin. Nashville, obviously a much more dynamic market. So I guess my question is: How did that impact the due diligence on this transaction? And overall, kind of, how do you approach this deal or this market differently once completed?
Maybe I'll start and ask my team members to join in here. You know, I think our successful integrations and growth profile in the communities you mentioned, and I would also include Minneapolis in that conversation and Chicago. I think we have a lot of confidence going into this, that no matter the size of the market, our ability to come in and do banking the way we like to do banking, you know, focused on core deposits, building out deep and full relationships, bringing our product suite, we think we're gonna have great success here. If we look at the competitive landscape here, we feel good about our ability to compete. You know, I’m excited.
I mean, the demographics and I don't think people always appreciate, Nashville is as close to us as any of the other large cities are. I mean, Indianapolis is actually slightly farther away to Evansville than Nashville is to Evansville. So this is very close to home for us. We feel very confident of our ability to be successful.
And as you think, Terry, about future growth prospects, clearly, we think they're, they're exciting here, and strategically, it makes a lot of sense. But when you think about due diligence, we do the same due diligence for this no matter what. So in terms of what we've looked at up and down the ladder, and specifically relative to credit, the due diligence was exactly the same. Again, the growth prospects here might be a little bit, little bit better, but fundamentally, if you have the right team, you can we can compete and grow outgrow the market in any market we're in.
Thanks for that. And then as a follow-up, I just want to make sure: Do you expect all of the cost savings to be achieved by the end of 2024 and fully in the 2025 run rate to hit that, that EPS accretion I see in the presentation?
Yeah, Terry, this is Brendon. Yeah, we're expecting 50% in the back half of 2024 and 100% realized in 2025. So we'll be on a track record by the end of Q4 to realize that.
Okay, great. Thanks for taking my questions.
Thanks, Terry. Appreciate your support.
Your next question comes from the line of Chris McGratty with KBW. Your line is open.
Oh, great. Hey, Jim. Hey, Brendon. Hey, Mark. Hey, Jim, question for me that, you know, I, I've never covered CapStar. Why'd they sell? It seems like it's a kind of quick close. My guess is it's size, but just any color on why they sold.
I think they were looking for a partner to help them accelerate their own growth plans, you know. And obviously, six months ago, I mean, the markets has changed pretty radically here. And so our ability to bring, you know, more funding and a strong core deposit base to this great market and their teams and our teams coming together, I think they see the synergies that are inherent in that. So I think it's not much harder than that, really. You know, obviously, banks that are, you know, a few billion dollars in assets are always gonna struggle with new regulations and implementing, you know, new requirements. And so I think that's a benefit too we can bring.
You know, we can, we can take all that off, you know, their, their plates, right? And really bring the best of relationship banking, you know, to Nashville with our combined teams here. So I don't think it's much more complicated than that.
Okay. And just a follow-up, Jim. When, how long is the courtship? How long was the courtship between the two of you?
It was relatively short. You know, I think they started a process, based on our reputation, based on, you know, knowing a little bit more about us. They invited to participate on that, so it was relatively short. And we weren't necessarily looking for the next opportunity, it kind of found us, and we were excited to participate, especially given, again, you know, really build off of the 10 team members we have here. And I made references to that. You know, we were here, you know, not too long ago, having a great client and prospect event, and really just hit home the opportunities that are in front of us here. We're able to do this with a relatively small team in a single office without a branch location.
I got, I got super excited about what the prospects look like for this potential partnership and how we could build and leverage off of each other. I'm, I'm-- again, we're, we're thrilled to be here, and we're thrilled to leverage the investments we've already made.
Great. Thanks a lot.
Thanks, Chris.
Your next question comes from the line of Brodie Preston with UBS. Your line is open.
Hey, good evening, everyone.
Hi, Brodie. Thanks for joining us.
Yeah, of course. Just wanted to ask you, you know, when you look at the, I guess, roster of producers at CapStar, you know, is there any—like, you know, these smaller banks can kind of be driven by a handful of folks. Is, is that the case here in terms of, you know, there's a handful of kind of chunky revenue producers here that you need to make sure you keep?
I don't believe that to be the case. We're gonna be focusing on all of our team members, I don't believe that to be the case. You know, we're gonna be adding our teams, combining our teams together here. You know, we feel great about that prospect.
Well, I'll say it's a diverse team that, you know, it's a small but mighty, I think, team. So, you know, we're gonna get to know them here well, but I don't think there's any great concentration amongst the team members.
Okay, got it. And the accretion that you laid out, is that based on, you know, kind of a static balance sheet for CapStar, like what it is today?
Yes, absolutely.
There could be potential upside to that, you know, if you pay down their brokered CDs and, you know, the -
Yeah, I think there's opportunity to make that more efficient on a number of fronts, particularly the funding side.
Got it.
We're also, and we haven't added any kind of revenue synergies in, you know, from our operations here, which again, I feel bullish about our ability to accelerate our growth here. So none of that's included in any of these models.
Got it. And I guess maybe just higher level, you know, the cost of the deposits, they do lean more heavily on CDs and on brokered. Is there any difference in sort of philosophy as it relates to pricing deposits and stuff like that, you know, that you might kind of hope to kind of introduce a new pricing strategy to their bankers?
Let me just start with, I think on a combined basis, we got a lot more flexibility. And that flexibility will create opportunities. And, you know, at the time of close, we'll have to, you know, determine what the right strategy is, you know, for the new organization here. But I think that flexibility is gonna make it a lot easier for them to continue to grow the portfolio.
Got it. And then the last one was from you, is just I know that they have an SBA lending business, as well. I can't remember if you guys are very active in 7(a) or not, but if you're not, is that something that you could look to maybe scale up across the platform?
We have a nice SBA business today. We're looking forward to, you know, continuing to do that business together. But yeah, this is a business that we already know very well and would plan to continue.
Great. Thank you for taking my questions, everyone.
Thanks, Brodie.
Once again, ladies and gentlemen, if you have a question, it is star one on your telephone keypad. One moment, please. Your next question comes from the line of David Long with Raymond James. Your line is open.
Good afternoon, everyone.
Hi, David. Thanks for joining.
Hey, Jim, you just talked or mentioned the revenue synergy opportunity, and just I, I'm not asking you to put numbers behind it or anything, but just curious, where do you see the biggest opportunities? Is it in the commercial bank? Is it in the wealth management? And, you know, how do you see that playing out? I guess, really, you know, what gets you most excited there?
Well, it's both, let me be honest with you. The wealth team we have here, you know, had some early success, right? And you can do a lot without having a branch infrastructure or a full team, a full commercial team behind you. But, you know, their growth was gonna be somewhat limited by the fact that it was really a single office and they're off to a tremendous start. And in fact, after that client event, we really had some great calling opportunities, great leads to follow up on. So I really think it's gonna accelerate, you know, the fee income business for our Nashville group here, given a more permanent physical infrastructure that's on the ground.
Plus p rivate banking is a little bit challenging, you know, not having a branch here in the marketplace, or several branches now in the marketplace. And then I think on the commercial side, right? I mean, treasury management business is difficult when you don't have, you know, a full service, you know, branch bank to help complement what you do, you know, both on the commercial side, but also the small business side. I think all of that really allows us to accelerate. And, you know, I think we get some credibility in the marketplace now, that would-- it's a little harder to achieve, even though we've been around for 189 years, that's not, that's not known here in Nashville.
And so I think now we get a little bit more credibility with the CapStar legacy and team and culture, combined, you know, with our product suite and balance sheet, like I said, I think that allows us to accelerate all those growth lines.
And with the First Midwest transaction, I recall Old National was doing some hiring, even as that was maybe even before that closed within the footprint. Do you see that happening here? Can you leverage this earlier and start getting the can you get more people on the ground? Will you be looking to bring in more people and really add additional leverage? And then at some point, do you see, you know, is there an opportunity to grow the branch footprint in Tennessee as well?
Great questions, both. I had the opportunity to talk to our leaders this afternoon about this and share the great news with them that are here in Nashville. They all said, "Jim, this is fantastic news. We can be successful with the infrastructure we have, but this really accelerates our ability to hire people." Not everyone's going to join, you know, a start-up operation. This really allows us to accelerate our ability to hire people, both on the wealth management side, the treasury management side, the commercial banking side. I think that's going to give them a lot easier runway. You know, future expansion, I think that's to be determined, what that might look like.
You know, we got to get in and really learn more about the markets, learn about the opportunities that are in front of us. But again, you know, I think this foundation that ultimately, you know, we'll have here, I think just gives us a great base to grow off of.
Excellent. Appreciate the insight, Jim. Thank you.
Thanks. Appreciate your support.
Your next question is a follow-up from Brodie Preston of UBS. Your line is open.
Hey, guys, just a quick one. I just wanted to ask if there was anything driving the difference between the aggregate transaction value of $320 that's on slide 11 of the deck and the $344 that's in the press release? I just wanted to make sure that I was dotting my i's and crossing my t's.
Yeah. So the press release is referencing a VWAP, Brodie, and the deck is spot as of yesterday's close. We had to use yesterday's close because we needed to get the deck done and out, so.
Got it. Okay. Thank you.
Thanks, Brodie.
There are no further questions at this time. I will turn the call back to Jim Ryan.
Thank you, Sarah. Well, we appreciate everybody jumping on the call on such short notice. We appreciate everybody's support, and we will talk soon. We are going to be here tonight and tomorrow for any follow-ups. Just reach out to Lynell, and she will make sure that we get coordinated.
This concludes the call. Once again, a replay, along with the presentation slides, will it be available for 12 months on the investor relations page of Old National's website, oldnational.com. A replay of the call will also be available by dialing 1-800-770-2030, conference ID code 7918950. This replay will be available through November 9. If anyone has additional questions, please contact Lynell Durchholz at 812-464-1366. Thank you for your participation in today's conference call. You may now disconnect.