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): September 17, 2009
OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
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| Indiana
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001-15817
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35-1539838 |
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| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification |
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No.) |
One Main Street
Evansville, Indiana 47708
(Address of Principal Executive Offices, including Zip Code)
(812) 464-1294
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction
A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 17, 2009, Old National Bancorp’s (the “Company”) wholly-owned subsidiary, Old
National Bank (the “Bank”), and its wholly-owned subsidiary, Indiana Old National Insurance Company
(the “Insurance Co.”) completed a sale (the “Sale”) to National City Commercial Capital Company,
LLC (“National City”) of the Bank’s and Insurance Co.’s right, title and interest in, to and under
certain financing contracts (collectively, the “Contracts”) in respect of the leasing and financing
of the acquisition, ownership, and operation of various types of equipment and other goods,
software and other personal property to, among others, governmental authorities.
The Sale was completed pursuant to a purchase agreement (the “Purchase Agreement”) entered
into on the same date. In consideration for the sale of the Contracts, National City paid the
Bank an aggregate cash amount equal to $259.6 million, which represents a 4.25% discount on the
present value of the payment stream of the Contracts. In addition to the cash consideration,
National City assumed certain obligations of the Bank and Insurance Co. with respect to the
Contracts. The Purchase Agreement contains representations and warranties which are standard in a
transaction of this nature, and indemnification provisions which may, upon the occurrence of
certain events, result in the Bank and Insurance Co. becoming obligated to repurchase some, or all,
of the Contracts.
Also on September 17, 2009, the Bank entered into a servicing agreement (the “Servicing
Agreement”) with National City pursuant to which the Bank agreed to service and administer the
Contracts until November 1, 2009. The Servicing Agreement is subject to extension by National City
through December 31, 2009. In consideration for servicing and administering the Contracts on
behalf of National City through November 1, 2009, the Bank shall receive no consideration in
addition to the consideration it received under the Purchase Agreement. In the event that the
Servicing Agreement is extended beyond November 1, 2009, the Bank shall receive a monthly servicing
fee of $20,000.00 for the additional periods.
The foregoing descriptions of the Purchase Agreement and the Servicing Agreement do not
purport to be complete and are qualified in their entirety by reference to the Purchase Agreement
and the Servicing Agreement which are attached as Exhibits 10.01 and 10.02 hereto, and are
incorporated into this report by reference.
ITEM 7.01. REGULATION FD DISCLOSURE.
The Company expects to recognize an after tax loss related to the Sale of the Contracts of
approximately $(0.9) million, including fees associated with the
Sale, in the third quarter of 2009.
Forward-Looking Statement
This report on Form 8-K contains certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. 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, market, economic, operational, liquidity, credit and interest rate risks associated
with the Company’s business, competition, government legislation and policies, ability of the
Company to execute its business plan, changes in the economy which could materially impact credit
quality trends and the ability to generate loans and gather deposits, failure or circumvention of
our internal controls, failure or disruption of our information systems, significant changes in
accounting, tax or regulatory practices or requirements, other matters discussed in this press
release and other factors identified in the 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 report, and the Company undertakes no obligation to release revisions to
these forward-looking statements to reflect events or conditions after the date of this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Description of Exhibit |
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Exhibit 10.01
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Purchase Agreement, dated September 17, 2009, by and among,
Old National Bank, Indiana Old National Insurance Company
and National City Commercial Capital Company, LLC. |
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Exhibit 10.02
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Servicing Agreement, dated September 17, 2009, by and among
Old National Bank, Indiana Old National Insurance Company
and National City Commercial Capital Company, LLC. |
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