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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CapStar Financial Holdings Inc | NASDAQ:CSTR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 20.10 | 20.30 | 20.00 | 0 | 01:00:00 |
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A:
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A:
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Merger proposal |
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Selected
Companies’ Top Quartile |
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Selected
Companies’ Median |
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Selected
Companies’ Bottom Quartile |
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CapStar
Street Forecasts |
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Price / 2024E EPS
|
| | | | 10.9x | | | | | | 9.9x | | | | | | 8.2x | | | | | | 11.0x | | |
Price / Tangible Book Value
|
| | | | 1.4x | | | | | | 1.2x | | | | | | 0.8x | | | | | | 1.0x | | |
| | |
CapStar
Metric |
| |
Multiple
Statistic Range |
| |
Implied Value
Per Share of CapStar Common Stock |
| |||
Price / 2024E EPS (CapStar Street Forecasts)
|
| | | $ | 1.36 | | | |
9.0x – 11.0x
|
| |
$12.20 – $14.92
|
|
Price / Tangible Book Value (CapStar Street
Forecasts) |
| | | $ | 14.47 | | | |
0.8x – 1.4x
|
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$11.57 – $20.25
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|
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Date Announced
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Acquiror
|
| |
Target
|
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Price/
Forward EPS |
| |
Price/TBV
|
| ||||||
|
November 2018
|
| |
People’s United Financial, Inc.
|
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BSB Bancorp, Inc.
|
| | | | N/A | | | | | | 1.6x | | |
|
April 2019
|
| |
First Citizens BancShares, Inc.
|
| |
Entegra Financial Corp.
|
| | | | 13.6x | | | | | | N/A | | |
|
September 2019
|
| |
Sandy Spring Bancorp, Inc.
|
| |
Revere Bank
|
| | | | 14.1x | | | | | | 1.7x | | |
|
March 2021
|
| |
Peoples Bancorp Inc.
|
| |
Premier Financial Bancorp, Inc.
|
| | | | N/A | | | | | | 1.4x | | |
|
June 2021
|
| |
First Bancorp
|
| |
Select Bancorp, Inc.
|
| | | | 15.6x | | | | | | 1.9x | | |
|
June 2021
|
| |
First Foundation Inc.
|
| |
TGR Financial, Inc.
|
| | | | 14.1x | | | | | | 1.7x | | |
|
June 2021
|
| |
United Bankshares, Inc.
|
| |
Community Bankers Trust Corporation
|
| | | | 17.1x | | | | | | 1.7x | | |
|
June 2021
|
| |
Valley National Bancorp
|
| |
The Westchester Bank Holding Corporation
|
| | | | N/A | | | | | | 1.7x | | |
|
July 2021
|
| |
Lakeland Bancorp
|
| |
1st Constitution Bancorp
|
| | | | 12.2x | | | | | | 1.5x | | |
|
July 2021
|
| |
F.N.B. Corporation
|
| |
Howard Bancorp, Inc.
|
| | | | 18.2x | | | | | | 1.5x | | |
|
May 2022
|
| |
United Community Banks, Inc.
|
| |
Progress Financial Corporation
|
| | | | 11.1x | | | | | | 1.7x | | |
|
May 2022
|
| |
Brookline Bancorp, Inc.
|
| |
PCSB Financial Corporation
|
| | | | 14.9x | | | | | | 1.2x | | |
|
June 2022
|
| |
First Bancorp
|
| |
GrandSouth Bancorporation
|
| | | | 10.8x | | | | | | 1.8x | | |
|
July 2022
|
| |
The First Bancshares, Inc.
|
| |
Heritage Southeast Bancorporation, Inc.
|
| | | | 12.8x | | | | | | 1.8x | | |
|
August 2022
|
| |
Seacoast Banking Corporation of Florida
|
| |
Professional Holding Corp.
|
| | | | 16.5x | | | | | | 2.2x | | |
|
December 2022
|
| |
NBT Bancorp Inc.
|
| |
Salisbury Bancorp, Inc.
|
| | | | 12.2x | | | | | | 1.8x | | |
|
July 2023
|
| |
Atlantic Union Bankshares Corporation
|
| |
American National Bankshares
Inc. |
| | | | 14.8x | | | | | | 1.7x | | |
| | |
CapStar
Metric |
| |
Multiple
Statistic Range |
| |
Implied Value
Per Share of CapStar Common Stock |
| |||
Price / Forward EPS
|
| | | $ | 1.36 | | | |
10.8x – 14.1x
|
| |
$14.64 – $19.12
|
|
Price / TBV
|
| | | $ | 14.50 | | | |
1.2x – 1.7x
|
| |
$17.40 – $24.65
|
|
| | |
Selected
Companies’ Top Quartile |
| |
Selected
Companies’ Median |
| |
Selected
Companies’ Bottom Quartile |
| |
Old
National Street Forecasts |
| ||||||||||||
Price / 2024E EPS
|
| | | | 7.8x | | | | | | 7.2x | | | | | | 6.7x | | | | | | 7.3x | | |
Price / Tangible Book Value
|
| | | | 1.2x | | | | | | 1.1x | | | | | | 1.0x | | | | | | 1.3x | | |
| | |
Old
National Metric |
| |
Multiple
Statistic Range |
| |
Implied Value
Per Share of Old National Common Stock |
| |||
Price / 2024E EPS (Old National Street Forecasts)
|
| | | $ | 1.84 | | | |
6.5x – 8.5x
|
| |
$11.97 – $15.65
|
|
Price / Tangible Book Value (Old National Street Forecasts)
|
| | | $ | 10.03 | | | |
1.0x – 1.3x
|
| |
$10.03 – $13.04
|
|
| | |
Implied Exchange
Ratio Range |
| |||
Price / 2024 EPS | | | | | | | |
CapStar Street Projections to Old National Street Projections
|
| | | | 0.780x – 1.246x | | |
Price / Tangible Book Value | | | | | | | |
CapStar Street Projections to Old National Street Projections
|
| | | | 0.887x – 2.019x | | |
Price / TBV vs. ROATCE (2024E) Regression | | | | | | | |
CapStar Street Projections to Old National Street Projections
|
| | | | 0.972x – 1.437x | | |
Dividend Discount Analysis | | | | | | | |
CapStar Street Projections to Old National Street Projections
|
| | | | 0.642x – 0.984x | | |
Name(1)
|
| |
Cash ($)(2)
|
| |
Equity ($)(3)
|
| |
Perquisites/
Benefits ($)(4) |
| |
Total ($)
|
| ||||||||||||
Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | |
Timothy K. Schools
President and Chief Executive Officer |
| | | | 4,625,000 | | | | | | 683,604 | | | | | | 25,000 | | | | | | 5,333,604 | | |
Michael J. Fowler
Chief Financial Officer |
| | | | 731,122 | | | | | | 143,356 | | | | | | 25,000 | | | | | | 899,478 | | |
Christopher G. Tietz
Chief Banking Officer |
| | | | 1,054,215 | | | | | | 164,216 | | | | | | 25,000 | | | | | | 1,243,431 | | |
Kenneth E. Webb
Chief Operations and Technology Officer |
| | | | 672,473 | | | | | | 20,255 | | | | | | 25,000 | | | | | | 717,728 | | |
Name
|
| |
Annual
Bonus ($) |
| |
Severance
Payment ($) |
| |
Post-Termination
Medical Payment ($) |
| |
Pay to
Integrate Award ($) |
| ||||||||||||
Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | |
Timothy K. Schools
|
| | | | 262,500 | | | | | | 2,362,500 | | | | | | 1,000,000 | | | | | | 1,000,000 | | |
Michael J. Fowler
|
| | | | 110,000 | | | | | | 577,500 | | | | | | 43,622 | | | | | | — | | |
Christopher G. Tietz
|
| | | | 126,000 | | | | | | 882,000 | | | | | | 46,215 | | | | | | — | | |
Kenneth E. Webb
|
| | | | 97,768 | | | | | | 513,282 | | | | | | 61,423 | | | | | | — | | |
Name
|
| |
Single-Trigger
|
| |
Double-Trigger
|
| ||||||
| | |
Performance-Based
Restricted Stock Units ($) |
| |
Time-Based
Restricted Stock Units ($) |
| ||||||
Named Executive Officers | | | | | | | | | | | | | |
Timothy K. Schools
|
| | | | 509,180 | | | | | | 174,424 | | |
Michael J. Fowler
|
| | | | 106,782 | | | | | | 36,574 | | |
Christopher G. Tietz
|
| | | | 122,328 | | | | | | 41,888 | | |
Kenneth E. Webb
|
| | | | — | | | | | | 20,255 | | |
| | | |
CapStar Governing Documents
|
| |
Old National Governing Documents
|
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Number of Authorized and Outstanding Shares
|
| | CapStar is authorized to issue up to (i) 35,000,000 shares of common stock, par value $1.00 per share, and (ii) 5,000,000 shares of preferred stock, par value $1.00 per share, of which 1,609,800 are designated as Series A Nonvoting Noncumulative Convertible Preferred Stock. As of the record date for the special meeting of CapStar shareholders, there were 20,707,232 shares of CapStar common stock outstanding and no shares of CapStar preferred stock outstanding. | | | Old National is authorized to issue up to (i) 600,000,000 shares of common stock, without par value and (ii) 2,000,000 shares of preferred stock, without par value. As of December 20, 2023, there were 292,654,953 shares of Old National common stock outstanding and 231,000 shares of Old National preferred stock outstanding. | |
|
Voting Limitations
|
| | Holders of CapStar common stock are entitled to one vote per share in the election of directors and on all other matters submitted to a vote at a meeting of CapStar shareholders. | | | Each share of Old National common stock is entitled to one vote on each matter voted on at a meeting of Old National’s shareholders. | |
|
Rights of Preferred Stock
|
| | CapStar’s charter provides that the board of directors of CapStar may fix from time to time, by resolutions providing for the establishment and/or issuance of any series of common or preferred stock, the designation of such series and preferences, limitations and relative rights of the shares of such series. The shares of both common and preferred stock may be issued from time to time as authorized by the CapStar board of directors without the approval of CapStar’s | | |
Old National’s articles of incorporation provide that shares of preferred stock may be issued from time to time in one or more additional series. Such shares of preferred stock may be redeemed, purchased, or otherwise acquired by Old National, subject to any limitation or restriction, if any, as contained in the express terms of any series, and may be reissued except as otherwise provided by law.
As of December 20, 2023, there were 231,000 shares of Old
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CapStar Governing Documents
|
| |
Old National Governing Documents
|
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| | | |
shareholders, except to the extent that such approval is required by governing law, rule, or regulation.
No shares of CapStar preferred stock are issued and outstanding.
|
| | National preferred stock outstanding. The designations, powers, preferences, limitations, restrictions and relative rights of such preferred stock are set forth in Old National’s articles of incorporation. | |
|
Size of Board of Directors
|
| | CapStar’s charter and amended and restated bylaws provide that the number of directors serving on the CapStar board of directors shall be not less than five nor more than 25 (except when a greater number may be approved by operation of law), which number may be fixed or changed from time to time by the board of directors. CapStar’s board of directors is currently comprised of 13 directors. | | | Old National’s articles of incorporation provide that the number of directors on Old National’s board of directors, excluding directors who may be elected by the holders of any preferred stock, shall not be less than seven or more than twenty-five, with the exact number to fixed from time to time by the Od National bylaws. Old National’s board of directors is currently comprised of 16 directors. | |
|
Classes of Directors
|
| | CapStar directors are elected annually and each director holds office for the term for which he or she is elected and until his or her successor is elected and qualified, or until such director’s earlier resignation or removal. | | | Old National’s board of directors consists of one class. All directors serve a one-year term, expiring at the next annual meeting of shareholders, or until their respective successors are duly elected and qualified or their earlier resignation, death, or removal. | |
|
Removal of Directors
|
| | CapStar’s charter and amended and restated bylaws provide that shareholders may remove one (1) or more of the directors with or without cause. Any or all of the directors may be removed for cause by a vote of a majority of the entire board of directors. A director may be removed by the shareholders or board of directors only at a meeting called for the purpose of removing the director. | | | The Old National bylaws provide that directors may be removed, with or without cause, only by (i) the affirmative vote of the holders of not less than two-thirds of the issued and outstanding shares of common stock entitled to vote on the removal, or (ii) the affirmative vote of not less than two-thirds of the actual number of directors elected and qualified and then in office. | |
|
Vacancies on the Board of Directors
|
| | CapStar’s amended and restated bylaws provide that, except in those instances where the CapStar charter or applicable law provides otherwise, a majority of directors then in office (even if less than a quorum), or a sole remaining director, may fill a vacancy or newly created | | | Old National’s bylaws provide that a vacancy occurring in the board of directors for any reason may be filled for the remaining portion of the term by the affirmative vote of a majority of the remaining directors, whether or not the remaining directors constitute a quorum. | |
| | | |
CapStar Governing Documents
|
| |
Old National Governing Documents
|
|
| | | | directorship on the board of directors. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date or otherwise) may be filled before the vacancy occurs by a majority of directors then in office, including those who have so resigned, but the new director may not take office until the vacancy occurs. | | | | |
|
Special Meetings of Shareholders and Shareholders
|
| | CapStar’s amended and restated bylaws provide that special meetings of the shareholders, unless otherwise required by the Tennessee Business Corporation Act (“TBCA”), may be called by the board of directors, the chairman of the board, the vice chairman of the board, the president and chief executive officer, or by the secretary acting under instructions of the board of directors, the chairman of the board, the vice chairman of the board, the chief executive officer, or the president. | | | Old National’s bylaws provide that, except as otherwise provided by law or by Old National’s articles of incorporation, special meetings of shareholders (i) may be called by the board of directors, the chairman of the board of directors, the chief executive officer, or the president and (ii) shall be called by the chairman of the board of directors, the chief executive officer, the president, or the secretary at the request, in writing, of (a) a majority of the board of directors or (b) the holders of at least 25% of the shares entitled to vote on the matter to be considered at the special meeting. | |
|
Quorum
|
| | CapStar’s amended and restated bylaws provide that a majority of the voting power of the outstanding shares entitled to vote at the meeting, present in person or represented by proxy, constitute a quorum at a meeting of shareholders. | | | Under Old National’s bylaws, except as otherwise provided by law or by Old National’s articles of incorporation, the holders of record of a majority of the issued and outstanding stock of Old National entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum at a meeting of shareholders. | |
|
Notice of Shareholder Meetings
|
| | CapStar’s amended and restated bylaws provide that notice of each shareholder meeting must be given to each shareholder entitled to vote not less than ten (10) days, nor more than 60 days before the date of the meeting. | | | Old National’s bylaws provide that written notice of the purpose, date, time and place, or means of remote communication of each meeting of Old National’s shareholders will be given not less than ten days nor more than 60 days before the meeting date to each shareholder of record entitled to vote at the meeting. | |
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CapStar Governing Documents
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Old National Governing Documents
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Advance Notice of Shareholder and Shareholder Proposals
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CapStar’s amended and restated bylaws provide that a shareholder who desires to nominate a person for election to the CapStar board of directors or present a shareholder proposal at the annual meeting of shareholders must give written notice of the proposed nomination or shareholder proposal to the Secretary of CapStar at the principal executive office of CapStar no more than 120 days and not less than 75 days prior to the first anniversary of the date CapStar commenced mailing its proxy materials in connection with the previous year’s annual meeting of shareholders.
In the event that the date of the annual meeting is more than 30 days before or more than 70 days after its anniversary date, notice by the shareholder must be delivered not later than the close of business on the later of (i) the 75th day prior to such annual meeting or (ii) the tenth day following CapStar’s public announcement of the meeting, and no earlier than the close of business on the 120th day prior to such annual meeting.
CapStar’s amended and restated bylaws provide that a shareholder who desires to nominate a person for election to the CapStar board of directors at a special meeting of shareholders must give written notice of the proposed nomination to the Secretary of CapStar at the principal executive office of CapStar no later than close of business on the 15th day following the day on which notice of the special meeting is first mailed to shareholders.
The shareholder must also comply with the other requirements for nominating a director or bringing other business before an annual or
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Old National’s bylaws provide that for director nominee suggestions to be brought properly before the board of directors by a shareholder, the shareholder must submit such suggestion, in writing, to the corporate governance and nominating committee of the board of directors at least 120 days before the date of the meeting. A shareholder’s written suggestion must set forth (i) the name and address of the shareholder making the suggestion; (ii) the number and class of shares owned by the shareholder; (iii) the name, address, and age of the nominee for election as director; (iv) the nominee’s principal occupation during the five years preceding the date of the suggestion; (v) all other information concerning the nominee which would be required in the proxy statement used to solicit proxies for the election of the nominee; (vi) a consent of the nominee to serve as director of Old National, if elected; and (vii) such other information as the corporate governance and nominating committee may reasonably request.
The Old National board of directors, after considering the recommendations of the corporate governance and nominating committee, shall have the sole authority for nominating persons to stand for election as directors at any meeting of shareholders.
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CapStar Governing Documents
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Old National Governing Documents
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| | | | special meeting of shareholders as set forth in CapStar’s amended and restated bylaws. | | | | |
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Limitation of Liability for Officers and Directors
|
| | CapStar’s charter limits a director’s liability to CapStar or its shareholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the TBCA. | | | Old National’s articles of incorporation and bylaws do not provide for any limitation of liability for officers and directors. However, Chapter 35 of the IBCL provides that a director is not liable for any action taken as a director, or any failure to take any action, regardless of the nature of the alleged breach of duty, including alleged breaches of the duty of care, the duty of loyalty, and the duty of good faith, unless (i) the director has breached or failed to perform the duties of the director’s office in compliance with the IBCL and (ii) the breach or failure to perform constitutes willful misconduct or recklessness. | |
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Indemnification of Officers and Directors
|
| | CapStar’s charter and bylaws provide that CapStar shall, to the fullest extent permitted by the TBCA, indemnify CapStar’s directors, officers and employees and each other person who is or was serving at the request of CapStar as a director, officer, manager or employee of an affiliate or of another entity, including service with respect to an employee benefit plan. The right to indemnification includes the right to be paid by CapStar the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition. | | |
Old National’s officers and directors are indemnified under Indiana law, the articles of incorporation and the bylaws of Old National against certain liabilities.
Old National’s articles of incorporation require it to provide indemnification to its officers and directors to the fullest extent authorized by the IBCL and to pay for or reimburse reasonable expenses incurred before the final disposition of the proceeding as authorized by the IBCL. Old National’s articles of incorporation also authorize it to maintain insurance at its expense to protect itself and any of its directors, officers, employees or agents or those of another corporation, partnership, joint venture, trust, or other entity against expense, liability or loss, whether or not Old National would have the power to indemnify such person against such expense, liability or loss
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CapStar Governing Documents
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Old National Governing Documents
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under the IBCL. Old National currently maintains directors’ and officers’ liability insurance.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Old National directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, it has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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Amendments to Organizational Documents
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CapStar’s charter may be amended pursuant to the procedures specified in the TBCA, provided that certain provisions in CapStar’s charter, including those relating to the liability of directors and approval of certain business transactions may be amended or rescinded only by the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding shares of CapStar entitled to vote thereon (unless approved by the affirmative vote of two-thirds (2/3) of all directors then in office).
Subject to certain exceptions, CapStar’s amended and restated bylaws may be amended or repealed and new bylaws may be adopted by the board of directors or shareholders of CapStar. Any amendment of the bylaws establishing or changing the number of directors within the range provided for in the bylaws, or establishing or changing the range itself, requires the affirmative vote of two-thirds (2/3) of all directors then in office or the affirmative vote of the holders of two-thirds (2/3) of the issued and outstanding shares of CapStar entitled to vote in an election of directors.
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Under the IBCL, Old National’s articles of incorporation may be altered, amended or repealed by the affirmative vote of a majority of all votes entitled to be cast on the matter at any shareholder meeting.
Old National’s articles of incorporation provide that Old National’s bylaws may be altered, amended or repealed by either (i) the affirmative vote of a majority of the actual number of directors elected and qualified or (ii) the affirmative vote of a majority of all votes entitled to be cast on the matter at any shareholder meeting, provided that the proposed alteration, amendment, or repeal is contained in the notice of such shareholder meeting.
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CapStar Governing Documents
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Old National Governing Documents
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Action by Written Consent of Shareholders and Shareholders
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| | Pursuant to CapStar’s amended and restated bylaws, any action required or permitted to be taken at a board of directors meeting under the TBCA may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, which consent or consents must be included in the minutes or filed with the corporate records. | | | Old National’s articles of incorporation provide that any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if, prior to such action, a written consent (or consents) setting forth the action is signed by all of the shareholders entitled to vote with respect to the subject matter of the action. Any such written consent must be filed with the minutes of the proceedings of the shareholders. | |
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| | | | A-15 | | | |
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| | | | A-22 | | | |
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| | | | A-25 | | | |
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| | | | A-39 | | | |
| | | | A-40 | | | |
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| | | | A-41 | | | |
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| | | | A-44 | | | |
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Term
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| |
Section
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|
$
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| |
9.6
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|
Acceptable Confidentiality Agreement
|
| |
6.11(a)
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|
Acquisition Proposal
|
| |
6.11(c)
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|
Adjusted Shareholder’s Equity
|
| |
7.2(e)
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|
affiliate
|
| |
9.6
|
|
Agreement
|
| |
Preamble
|
|
Bank Merger
|
| |
1.10
|
|
Bank Merger Agreement
|
| |
1.10
|
|
Bank Merger Certificates
|
| |
1.10
|
|
BHC Act
|
| |
3.1(a)
|
|
Blue Sky
|
| |
3.4
|
|
business day
|
| |
9.6
|
|
Certificate
|
| |
1.5(b)
|
|
Chosen Courts
|
| |
9.9(b)
|
|
Closing
|
| |
1.2
|
|
Closing Date
|
| |
1.2
|
|
Code
|
| |
Recitals
|
|
Company
|
| |
Preamble
|
|
Company 401(k) Plan
|
| |
6.6(d)
|
|
Company Bank
|
| |
1.10
|
|
Company Benefit Plans
|
| |
3.11(a)
|
|
Company Bylaws
|
| |
3.1(a)
|
|
Company Charter
|
| |
3.1(a)
|
|
Company Common Stock
|
| |
1.5(a)
|
|
Company Contract
|
| |
3.13(a)
|
|
Company Disclosure Schedule
|
| |
Article III
|
|
Company Equity Award
|
| |
1.6(c)
|
|
Company Indemnified Parties
|
| |
6.7(a)
|
|
Company Insiders
|
| |
6.15
|
|
Company Meeting
|
| |
6.3
|
|
Company Option
|
| |
1.6
|
|
Company Owned Properties
|
| |
3.18
|
|
Company PSU Award
|
| |
1.6(c)
|
|
Company Qualified Plan
|
| |
3.11(d)
|
|
Company Real Property
|
| |
3.18
|
|
Company Regulatory Agreement
|
| |
3.14
|
|
Company Reports
|
| |
3.5(b)
|
|
Company Restricted Stock Award
|
| |
1.6(b)
|
|
Company RSU Award
|
| |
1.6(c)
|
|
Company Subsidiary
|
| |
3.1(b)
|
|
Confidentiality Agreement
|
| |
6.2(b)
|
|
Term
|
| |
Section
|
|
Continuing Employees
|
| |
6.6(a)
|
|
Controlled Group Liability
|
| |
3.11(e)
|
|
dollar
|
| |
9.6
|
|
Effective Time
|
| |
1.3
|
|
Enforceability Exceptions
|
| |
3.3(a)
|
|
Environmental Laws
|
| |
3.16
|
|
ERISA
|
| |
3.11(a)
|
|
ERISA Affiliate
|
| |
3.11(e)
|
|
Exchange Act
|
| |
3.6(c)
|
|
Exchange Agent
|
| |
2.1
|
|
Exchange Fund
|
| |
2.1
|
|
Exchange Ratio
|
| |
1.5(a)
|
|
FDIC
|
| |
3.1(b)
|
|
Federal Reserve Board
|
| |
3.1(a)
|
|
GAAP
|
| |
3.1(a)
|
|
Governmental Entity
|
| |
3.4
|
|
IBCL
|
| |
1.1
|
|
Indiana Articles of Merger
|
| |
1.3
|
|
Indiana Secretary
|
| |
1.3
|
|
Intellectual Property
|
| |
3.19
|
|
IRS
|
| |
3.11(b)
|
|
knowledge of Parent
|
| |
9.6
|
|
knowledge of the Company
|
| |
9.6
|
|
Liens
|
| |
3.2(c)
|
|
Loans
|
| |
3.25(a)
|
|
made available
|
| |
9.6
|
|
Material Adverse Effect
|
| |
3.1(a)
|
|
Materially Burdensome Regulatory Condition
|
| |
6.1(c)
|
|
Merger
|
| |
1.1
|
|
Merger Consideration
|
| |
1.5(a)
|
|
Minimum Adjusted Shareholder’s Equity
|
| |
7.2(e)
|
|
Multiemployer Plan
|
| |
3.11(f)
|
|
Multiple Employer Plan
|
| |
3.11(f)
|
|
Net Share
|
| |
1.6(a)(i)
|
|
New Certificates
|
| |
2.1
|
|
New Plans
|
| |
6.6(c)
|
|
Notifying Party
|
| |
6.10
|
|
Parent
|
| |
Preamble
|
|
Parent 401(k) Plan
|
| |
6.6(d)
|
|
Parent Articles
|
| |
4.1(a)
|
|
Parent Bank
|
| |
1.10
|
|
Parent Bylaws
|
| |
4.1(a), 1.9
|
|
Parent Certificate
|
| |
1.8
|
|
Term
|
| |
Section
|
|
Parent Common Stock
|
| |
1.5(a)
|
|
Parent Common Stock Closing Price
|
| |
2.2(e)
|
|
Parent Disclosure Schedule
|
| |
Article IV
|
|
Parent Preferred Stock
|
| |
4.2
|
|
Parent Regulatory Agreement
|
| |
4.11
|
|
Parent Reports
|
| |
4.5(b)
|
|
Parent Restricted Stock Award
|
| |
1.6(c)
|
|
Parent RSU Award
|
| |
1.6(c)
|
|
Parent Subsidiary
|
| |
4.1(b)
|
|
Per Share Cash Equivalent Consideration
|
| |
1.6(a)(ii)
|
|
Permitted Encumbrances
|
| |
3.18
|
|
person
|
| |
9.6
|
|
Premium Cap
|
| |
6.7(b)
|
|
Proxy Statement
|
| |
3.4
|
|
Regulatory Agencies
|
| |
3.5(a)
|
|
Representatives
|
| |
6.11(a)
|
|
Requisite Company Vote
|
| |
3.3(a)
|
|
Requisite Regulatory Approvals
|
| |
6.1(e)
|
|
S-4
|
| |
3.4
|
|
Sarbanes-Oxley Act
|
| |
3.5(b)
|
|
SEC
|
| |
3.4
|
|
Securities Act
|
| |
3.5(b)
|
|
SRO
|
| |
3.5(a)
|
|
Subsidiary
|
| |
3.1(a)
|
|
Superior Proposal
|
| |
6.3
|
|
Surviving Corporation
|
| |
1.1
|
|
Takeover Statutes
|
| |
3.21
|
|
Tax
|
| |
3.10(b)
|
|
Tax Return
|
| |
3.10(c)
|
|
Taxes
|
| |
3.10(b)
|
|
TBCA
|
| |
1.1
|
|
Tennessee Articles of Merger
|
| |
1.3
|
|
Tennessee Secretary
|
| |
1.3
|
|
Termination Date
|
| |
8.1(c)
|
|
Termination Fee
|
| |
8.2(b)
|
|
the date hereof
|
| |
9.6
|
|
transactions contemplated by this Agreement
|
| |
9.6
|
|
transactions contemplated hereby
|
| |
9.6
|
|
Voting Agreements
|
| |
Recitals
|
|
Number of Owned Shares: |
|
By: |
|
| | | |
By:
|
| |
|
|
| | | | | | |
Sarah Gore
Managing Director |
|
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