CapStar Financial (CSTR) DEFM14AProxy related to merger

Certain statements contained in this proxy statement/prospectus that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in Old National’s or CapStar’s future filings with the SEC, in press releases, and in oral and written statements made by Old National or CapStar or with their respective approval that are not statements of historical fact and constitute forward‑looking statements within the meaning of the Act. These statements include, but are not limited to, descriptions of the merger, Old National’s and CapStar’s respective financial condition, results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “should,” and “will,” 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. There are a number of factors that could cause actual results or outcomes to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized; disruption to the parties’ businesses as a result of the announcement and pendency of the merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the failure to obtain the necessary approvals by the shareholders of CapStar; the amount of the costs, fees, expenses and charges related to the merger; the ability of Old National to obtain required governmental approvals of the merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the merger; the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the dilution caused by Old National’s issuance of additional shares of its common stock in the merger; a material adverse change in the financial condition of CapStar or Old National; competition; government legislation, regulations and policies; the ability of Old National or CapStar to execute its business plan; unanticipated changes in Old National’s or CapStar’s liquidity position, including but not limited to changes in Old National’s or CapStar’s access to sources of liquidity and capital to address its liquidity needs; changes in economic conditions and economic and business uncertainty which could materially impact credit quality trends and the ability to generate loans and gather deposits; inflation and governmental responses to inflation, including increasing interest rates; market, economic, operational, liquidity, credit, and interest rate risks associated with Old National’s or CapStar’s business; Old National’s or CapStar’s ability to successfully manage its credit risk and the sufficiency of its allowance for credit losses; uncertainty about the discontinued use of LIBOR and the transition to an alternative rate; the potential impact of current and future business combinations on Old National’s or CapStar’s performance and financial condition, including such company’s ability to successfully integrate businesses and the success of revenue-generating and cost-reduction initiatives; failure or circumvention of Old National’s or CapStar’s internal controls; operational risks or risk management failures Old National or CapStar or critical third parties, including without limitation with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption, and fraud risks; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigation; disruptive technologies in payment systems and other services traditionally provided by banks; failure or disruption of our information systems; computer hacking and other cybersecurity threats; the effects of climate change on Old National or CapStar and their respective customers, borrowers, or service providers; political and economic uncertainty and instability; the impacts of pandemics, epidemics and other infectious disease outbreaks; other matters discussed in this prospectus; and other factors identified in filings with the SEC by Old National or CapStar. These forward-looking statements are made only as of the date of this prospectus and are not guarantees of future results, performance or outcomes.

Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect. Therefore, undue reliance should not be placed upon these

In the merger, each share of CapStar common stock issued and outstanding immediately prior to the effective time (except for treasury stock or shares owned by CapStar or Old National, in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) will receive the right to receive 1.155 shares of Old National common stock. No fractional shares of Old National shares will be issued in the merger and holders of CapStar common stock will be entitled to receive cash in lieu of fractional shares. This exchange ratio is fixed and will not be adjusted for changes in the market price of Old National common stock or CapStar common stock. Changes in the price of Old National common stock or CapStar common stock between now and the time of the merger will affect the value that CapStar shareholders will receive in the merger. Neither Old National nor CapStar is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Old National common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Old National’s or CapStar’s respective businesses, operations and prospects, the recent volatility in the prices of securities in global financial markets, including market prices of Old National, CapStar and other banking companies, regulatory considerations and tax laws, many of which are beyond Old National’s and CapStar’s control. Therefore, at the time of the CapStar special meeting, CapStar shareholders will not know the market value of the consideration that CapStar shareholders will receive at the effective time. You should obtain current market quotations for shares of Old National (NASDAQ: ONB) and CapStar (NASDAQ: CSTR).

In the merger, CapStar shareholders will become Old National shareholders. Old National’s business differs from that of CapStar and certain adjustments may be made to Old National’s business as a result of the merger. Accordingly, the results of operations of the combined company and the market price of Old National common stock after the completion of the merger may be affected by factors different from those currently affecting the results of operations of Old National. For a discussion of the business of Old National and of certain factors to consider in connection with that business, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 84.

Old National and CapStar have operated and, until the completion of the merger will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on Old National’s and CapStar’s ability to successfully combine and integrate the businesses of Old National and CapStar in a manner that permits growth opportunities and does not materially disrupt existing customer relations or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect Old National’s ability to successfully conduct its business, which could have an adverse effect on Old National’s financial results and the value of Old National’s common stock after the merger. If Old National and CapStar experience difficulties with the integration process, the anticipated benefits of the merger

Before the merger may be completed, Old National and CapStar must obtain all necessary approvals or waivers from the OCC and the Federal Reserve Board. Other approvals, waivers or consents from regulators could also be required. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger — Regulatory Approvals Required for the Merger.” An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approval or delay their receipt. These regulators may impose conditions on the completion of the merger or require changes to the terms of the merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or imposing additional costs on or limiting the revenues of the combined company following the merger, any of which might have an adverse effect on the combined company following the merger.

Additionally, under the terms of the merger agreement, Old National and CapStar are not required to take actions or agree to conditions in connection with obtaining consents, approvals and authorizations of governmental entities that would reasonably be expected to have a material adverse effect on Old National and its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative to CapStar and its subsidiaries, taken as a whole) (a “materially burdensome regulatory condition”). See “The Merger — Regulatory Approvals Required for the Merger.”

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by CapStar. It is possible that these employees may decide not to remain with CapStar while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating CapStar to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Old National may not be able to locate suitable replacements for any key CapStar employees who leave the combined company or to offer employment to potential replacements on reasonable terms.

CapStar shareholders should be aware that some of CapStar’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the other CapStar shareholders generally. These interests and arrangements may create potential conflicts of interest. The CapStar board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement and in recommending that CapStar shareholders vote in favor of adopting and approving the merger agreement.

For a more complete description of these interests, see “The Merger — Interests of CapStar’s Directors and Executive Officers in the Merger.”

If the merger agreement is terminated, there may be various adverse consequences and CapStar and/or Old National may experience negative reactions from the financial markets and from their respective

Whether or not the merger is ultimately consummated, uncertainty about the effect of the merger on employees and customers may have an adverse effect on Old National and CapStar and, consequently, the combined company. These uncertainties may impair Old National’s and CapStar’s ability to attract, retain, and motivate key personnel until the merger is completed, and could cause customers and others that deal with Old National or CapStar to seek to change existing business relationships with Old National or CapStar, respectively. Retention of certain employees by CapStar and Old National may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration, or a desire not to remain with CapStar or Old National and, ultimately, the combined company, the combined company’s business could be harmed. In addition, subject to certain exceptions, CapStar and Old National has each agreed to operate its business in the ordinary course and use commercially reasonable efforts to preserve its business organization, employees and business relationships prior to closing. See “The Merger Agreement — Covenants and Agreements” for a description of the restrictive covenants applicable to CapStar and Old National.

In the merger, CapStar shareholders will become Old National shareholders and their rights as Old National shareholders will be governed by Indiana law and the governing documents of Old National following the merger. The rights associated with Old National common stock are different from the rights associated with CapStar common stock. See “Comparison of Shareholders’ Rights” beginning on page 75 for a discussion of the different rights associated with Old National common stock.

Following the merger, the size of the business of the combined company will increase beyond the current size of either Old National’s or CapStar’s businesses. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the increased size of its business and the merger. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the merger.

CapStar shareholders currently have the right to vote in the election of the board of directors and on other matters affecting CapStar. Upon completion of the merger, each CapStar shareholder who receives shares of Old National common stock will become an Old National shareholder, with a percentage ownership of Old National that is smaller than such shareholder’s current percentage ownership of CapStar. Based on the number of shares of CapStar common stock outstanding on October 26, 2023, the date of the merger agreement, and the shares of Old National common stock expected to be issued in the merger, the CapStar shareholders as a group will receive shares in the merger constituting approximately 7.6% of the outstanding shares of Old National common stock immediately after the merger. As a result, current Old National shareholders as a group will own approximately 92.4% of the outstanding shares of Old National common stock immediately after the merger. Because of this, CapStar shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of CapStar.

The CapStar board of directors held a regularly scheduled meeting on July 19, 2023, in which Mr. Schools reviewed with CapStar’s board of directors the merits and considerations with respect to various strategic alternatives in light of the macroeconomic environment. The CapStar board of directors authorized CapStar management to solicit and engage in discussions with counterparties regarding a potential strategic transaction and determined to form an ad hoc committee (the “Strategic Alternatives Committee”) to provide oversight and guidance as to CapStar’s evaluation of strategic alternatives and to provide the CapStar board of directors with its recommendation regarding any potential strategic transaction. The Strategic Alternatives Committee was subsequently comprised of the following directors: Jay Turner (Chair), Earl Bentz, Pete Delay, Tom Flynn, Harrison Frist, L.A. Green, Mr. Schools and Steve Smith. The CapStar board of directors also authorized CapStar’s senior management to engage Morgan Stanley & Co. LLC (“Morgan Stanley”) as CapStar’s financial advisor and Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) as CapStar’s legal advisor, in each case in connection with any potential strategic transaction.

Following the formation of the Strategic Alternatives Committee, senior management, the Strategic Alternatives Committee and CapStar’s financial and legal advisors regularly met and engaged in discussions regarding the process of considering a potential strategic alternative, and also reported to and discussed with the full board of directors at each board meeting.

Throughout August 2023, CapStar’s financial advisor and senior management engaged in exploratory conversations with several potentially interested parties, including two financial institutions that we refer to as “Financial Institution A” and “Financial Institution B”, regarding a potential strategic transaction involving CapStar. Other than as noted below, these discussions did not advance beyond the preliminary stage or result in any specific proposals or provision of diligence materials.

In late August, Financial Institution A submitted to CapStar a nonbinding written indication of interest, in which Financial Institution A proposed to acquire CapStar in an all-stock transaction. Also during this time, Financial Institution B provided a verbal indication of interest to CapStar’s Chief Executive Officer and Morgan Stanley, regarding a transaction in which Financial Institution B would acquire CapStar in an all-stock transaction.

On August 30, 2023, the Strategic Alternatives Committee held a meeting, which was attended by members of CapStar’s senior management and representatives of Morgan Stanley and Wachtell Lipton. At this meeting, members of CapStar’s senior management and representatives from Morgan Stanley provided the Strategic Alternatives Committee with their views regarding a potential transaction with Financial Institution A and Financial Institution B and the level of interest shown by other potentially interested counterparties, including the likelihood of such parties being in a position to provide an indication of interest for an acquisition of CapStar in the near term. Following discussions with CapStar’s senior management and representatives of Morgan Stanley, the Strategic Alternatives Committee determined that the indication of interest from Financial Institution A provided an adequate basis to have further discussions with Financial Institution A and authorized CapStar senior management and representatives of Morgan Stanley to do so while also continuing to explore other potentially interested parties. The Strategic Alternatives Committee also authorized Morgan Stanley to initiate discussions with Old National and a financial institution, which we refer to as “Financial Institution C”, regarding a potential strategic transaction.

Thereafter, over the following weeks, Morgan Stanley, at the direction of the Strategic Alternatives Committee, made contact with several other potentially interested parties. In addition, the Strategic Alternatives Committee met regularly together with CapStar’s senior management and CapStar’s financial and legal advisors. Following these discussions, the Strategic Alternatives Committee authorized management and CapStar’s advisors to proceed with discussions with Financial Institution A, Financial Institution C and Old National, in an effort to determine their level of interest in pursuing a strategic transaction with CapStar.

On September 19, September 20 and September 22, CapStar and each of Financial Institution A, Financial Institution C and Old National, respectively, entered into a customary mutual confidentiality

At the direction of the Strategic Alternatives Committee, Morgan Stanley also provided the three financial institutions with a process letter which, among other things, requested that the parties submit their written nonbinding proposal for a potential transaction with CapStar by October 9, 2023.

Between September 22 and October 9, 2023, members of CapStar’s senior management held in-person meetings with members of Old National management and provided responsive materials in the electronic data room in connection with Old National’s due diligence review of CapStar. The additional materials uploaded to the electronic data room in response to Old National’s diligence requests were viewable by Financial Institution A and Financial Institution C. Financial Institution A and Financial Institutional C did not request diligence meetings with CapStar’s senior management or additional diligence materials beyond what was made available to them in the electronic data room.

On October 9, 2023, each of Financial Institution A and Old National submitted to CapStar a nonbinding indication of interest for a proposed acquisition of CapStar. Financial Institution C did not submit a proposal. Old National’s indication of interest proposed to acquire CapStar in an all-stock transaction at a fixed exchange ratio of 1.1240 Old National common shares for each CapStar common share, representing an implied premium of approximately 10% based on the closing price of Old National’s and CapStar’s common shares on October 9, 2023. Financial Institution A’s indication of interest proposed to acquire CapStar in an all-stock transaction at the same proposed exchange ratio as its August 29 non-binding indication of interest. Based on the closing prices of CapStar’s and Financial Institution A’s common shares on October 9, 2023, Financial Institution A’s proposal represented an implied premium of approximately 2%.

On October 11, 2023, the Strategic Alternatives Committee held a meeting, with members of CapStar senior management and representatives of Morgan Stanley and Wachtell Lipton in attendance, to review the proposals received by CapStar. Members of CapStar’s senior management and representatives of Morgan Stanley compared and offered their perspectives on the proposals received from Financial Institution A and Old National, including, among other things, with respect to the implied valuation for CapStar, the consideration proposed, dividend impact, rationale and strategy, impact on employees, anticipated branch closures, likelihood of shareholder and regulatory approvals, timing for closing and material conditions. Taking into account various considerations, including the fact that Old National had provided an offer with a substantially higher implied price for CapStar, Old National had historically paid higher dividends than Financial Institution A and the level of interest and commitment demonstrated by Old National and progress made by Old National in its due diligence review of CapStar, the Strategic Alternatives Committee determined that it was in the best interest of CapStar shareholders to focus on negotiations with Old National and that further negotiations with Financial Institution A and Financial Institution C were unlikely to lead to a better offer for CapStar than the transaction with Old National. Accordingly, the Strategic Alternatives Committee authorized CapStar’s senior management to advance negotiations with Old National with a view towards finalizing definitive transaction documentation and mutual due diligence prior to CapStar’s earnings call for the third quarter, which was scheduled for October 27, 2023, and seek an improved valuation for CapStar from Old National, if possible. The Strategic Alternatives Committee also authorized CapStar’s senior management and Morgan Stanley to discontinue any further discussion with Financial Institution A and Financial Institution C.

On October 11, 2023, at the direction of the Strategic Alternatives Committee, Morgan Stanley provided to Old National an initial draft of the merger agreement prepared by Wachtell Lipton.

Shortly thereafter, Mr. Schools had a call with Mr. Jim Ryan, the Chief Executive Officer of Old National, regarding the potential transaction, in which, among other things, Mr. Schools requested Mr. Ryan to consider increasing the exchange ratio from 1.124 Old National shares for each outstanding CapStar share to 1.155 Old National shares for each outstanding CapStar share.

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by CapStar and Old National, and formed a substantial basis for its opinion.

At CapStar’s direction, (i) Morgan Stanley’s analysis relating to the business and financial prospects for CapStar, for purposes of its opinion, was made on the basis of certain financial projections with respect to CapStar that were primarily derived from a consensus of selected Wall Street equity research financial forecasts identified by the management of CapStar, which forecasts were extrapolated at the direction of CapStar for certain fiscal years based on CapStar’s guidance and were reviewed and approved by CapStar for Morgan

Morgan Stanley estimated the implied trading value per share of Old National common stock as of October 24, 2023, as follows:

No company in the public trading comparables analysis is identical to Old National. In evaluating the group of selected companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Old National, such as the impact of competition on the business of Old National or the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of Old National or the industry or in the financial markets in general. Mathematical analysis, such as determining the average or median, is not in itself a meaningful method of using peer group data.

Using the Old National Street Forecasts for 2023, 2024 and 2025 and assuming, at the direction of CapStar management, 3.0% annual growth thereafter and that Old National would make distributions of capital in excess of the amount necessary to achieve a 10.0% common equity Tier 1 ratio level, Morgan Stanley performed a dividend discount analysis for Old National on a standalone basis. Morgan Stanley calculated a range of implied values per share of Old National common stock based on the sum of the discounted present values of (a) projected dividends on shares of Old National common stock as of June 30, 2023 through December 31, 2028 and (b) a projected terminal value of Old National common stock as of December 31, 2028.

Morgan Stanley based its analysis on a range of terminal forward multiples of 7.5x to 9.5x to the terminal year 2029 estimated forward earnings and 10.9% to 12.9% discount rates, using the capital asset

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed future public market trading price targets for Old National common stock prepared and published by research analysts prior to October 24, 2023, as reported by Capital IQ. These forward targets reflected each analyst’s estimate of the future public market trading price of Old National common stock. The range of such analyst price targets per share for Old National common stock discounted for one year back to October 24, 2023 at a rate of 11.9%, such discount rate selected by Morgan Stanley, upon the application of the capital asset pricing model together with its professional judgment, to reflect Old National’s cost of equity as of October 24, 2023, was $13.41 to $17.43 per share.

The public market trading price targets published by research analysts do not necessarily reflect current market trading prices for Old National common stock, and these estimates are subject to uncertainties, including the future financial performance of Old National, industry dynamics and future financial market conditions.

Using the implied value per share reference ranges for CapStar and Old National indicated in the public trading comparables analyses, the regression analyses and the dividend discount analyses of CapStar and Old National described above, Morgan Stanley calculated ranges of implied exchange ratios of CapStar common stock into Old National common stock. The implied exchange ratios represent the range of high-to-low and low-to-high exchange ratios implied by the respective valuation analyses. This implied exchange ratio analysis indicated the following implied exchange ratio reference ranges (rounded to three decimal places), as compared to the exchange ratio of 1.155x provided for in the merger agreement:

The public market trading price targets published by research analysts do not necessarily reflect current market trading prices for CapStar common stock or Old National common stock, and these estimates are subject to uncertainties, including the future financial performance of CapStar or Old National, industry dynamics and future financial market conditions.

In connection with the review of the merger by CapStar’s board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view to holders of shares of CapStar common stock (other than the Excluded Shares) of the exchange ratio pursuant to the merger agreement, and in connection with the delivery of its oral opinion, and its subsequent written opinion, to CapStar’s board of directors. These analyses do not purport to be appraisals or to reflect the prices at which CapStar common stock or Old National common stock might actually trade. Morgan Stanley expressed no opinion or recommendation as to how the shareholders of CapStar should vote at the shareholders’ meeting to be held in connection with the merger. The exchange ratio pursuant to the merger agreement was determined through arm’s-length negotiations between CapStar and Old National and was approved by CapStar’s board of directors. Morgan Stanley provided advice to CapStar during these negotiations but did not, however, recommend any specific exchange ratio to CapStar or Old National, or that any specific exchange ratio constituted the only appropriate exchange ratio for the merger.

In considering the recommendation of the CapStar board of directors with respect to the merger, CapStar shareholders should be aware that CapStar’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the other CapStar shareholders. The CapStar board of directors was aware of and considered these interests during its deliberations of the merits of the merger and in determining to recommend to CapStar shareholders that they vote for the merger proposal and thereby approve the transactions contemplated by the merger agreement, including the merger.

These interests are described in more detail below, and certain of them are quantified in the narrative below, including compensation that may become payable in connection with the merger to CapStar’s named executive officers (which is the subject of an advisory (nonbinding) vote of CapStar stockholders). For more information, please see the section of this proxy statement/prospectus entitled “Proposal No. 2 —  Compensation Proposal.” The dates used below to quantify these interests have been selected for illustrative purposes only in accordance with SEC rules and do not necessarily reflect the dates on which certain events will occur.

At the effective time of the merger, (i) each option to purchase shares of CapStar common stock that is outstanding immediately prior to the effective time, whether vested or unvested, will, automatically, and without any required action on the part of the holder thereof, be cancelled, with the holder of such option becoming entitled to receive, in full satisfaction of the rights of the holder with respect thereto, the merger consideration in respect of each share of CapStar common stock subject to such option, less the applicable exercise price and tax withholding; (ii) each award of a share of restricted CapStar common stock subject to vesting, repurchase or other lapse restriction, whether vested or unvested, that is outstanding as of immediately prior to the effective time will be assumed by Old National and converted into a restricted stock award with respect to the number of shares of Old National common stock determined based on the exchange ratio, other than any such award held by a non-employee director, which will fully vest and be cancelled and converted into the right to receive the merger consideration in respect of each share of CapStar common stock underlying such award; (iii) each restricted stock unit award in respect of shares of CapStar common stock (other than any such award subject to performance-based vesting conditions) that is outstanding as of immediately prior to the effective time of the merger will be assumed by Old National and converted into a restricted stock unit award with respect to the number of shares of Old National common stock determined based on the exchange ratio; and (iv) each performance-based restricted stock unit award in respect of shares of CapStar common stock that is outstanding as of immediately prior to the effective time of the merger, pursuant to its terms, will fully vest (with performance goals deemed achieved based on the greater of the target performance level or actual performance as determined by the board of directors of CapStar or its compensation committee) and will be cancelled and converted automatically (without any further action on part of the holder thereto) into the right to receive the merger consideration in respect of each share of CapStar common stock underlying such award, less applicable tax withholding.

CapStar is party to a Change in Control Continuity Agreement with each of its executive officers. Such agreements provide, in the event of an executive officer’s termination of employment without cause or for good reason within three years following a change in control (or in anticipation of a change in control), for the following severance benefits: (a) a prorated annual bonus for the year of termination (based on the greater of the executive’s target opportunity and the average annual bonus paid to the executive in the preceding three years); (b) a lump sum cash payment equal to the product of a severance multiple (3x for Mr. Schools, 1.5x for Messrs. Fowler and Webb and 2x for Mr. Tietz), multiplied by the sum of the executive’s annual base salary and annual bonus (based on the greater of the executive’s target opportunity and the average annual bonus paid to the executive in the preceding three years), paid in a lump-sum on the 60th day following termination, payable within 30 days following the date of termination; (c) accelerated vesting of outstanding equity awards; (d) an amount in cash equal to CapStar’s contributions under its tax-qualified defined contribution plan and any excess or supplemental defined contribution plans; (e) in the case of Mr. Schools, a cash payment of $1,000,000 (the “post-termination medical payment”), which is intended to enable him to obtain medical insurance following his termination of employment, and in the case of the other executive officers, an amount in cash equal to the product of (i) the sum of (x) 125% of the monthly premiums for coverage under CapStar’s health care plans for purposes of continuation coverage under Section 4980B of the Internal Revenue Code with respect to the maximum level of coverage in effect for the executive and his or her dependents as of immediately prior to the date of termination, and (y) 125% of the monthly premium for coverage (based on the rate paid by CapStar for active employees) under the life insurance plans of CapStar, in each case, based on the plans and at the levels of participation in which the executive participates as of immediately prior to the date of termination, multiplied by (ii) 18 for Messrs. Fowler and Webb and 24 for Mr. Tietz; and (f) CapStar shall provide the executive with outplacement services of up to $25,000. In addition, Mr. Schools’ Change in Control Continuity Agreement provides for a pay to integrate award of $1,000,000, which is contingent on his continued service through the closing of the merger.

The merger is subject to the approval of the Federal Reserve Board pursuant to section 3 of the BHC Act with respect to the merger and the bank merger is subject to the approval of the OCC pursuant to section 18(c) of the Federal Deposit Insurance Act (the “Bank Merger Act”), 12 U.S.C § 1831u, and Section 215a-1 of the National Bank Act (12 U.S.C. § 215a-1) to operate CapStar Bank’s branches as licensed branches of Old National Bank pursuant to the Bank Merger Act, Sections 36(c) and 36(d) of the National Bank Act (12 U.S.C. §§ 36(c) and 36(d)), and 12 U.S.C. § 1831u(d); and to acquire the subsidiaries of CapStar Bank and operate them as operating subsidiaries of Old National Bank, pursuant to 12 U.S.C. § 24, § 24a, all in accordance with 12 C.F.R. part 5. The Federal Reserve Board and the OCC take into consideration a number of factors when acting on applications under section 3 of the BHC Act and the Bank Merger Act, respectively. These factors include the effect of the merger on competitiveness in affected banking markets, the financial and managerial resources (including consideration of the capital adequacy, liquidity, and earnings performance, as well as the competence, experience and integrity of the officers, directors and principal shareholders, and the records of compliance with applicable laws and regulations) and future prospects of the combined company. The Federal Reserve Board and the OCC also consider the effectiveness of the applicant in combatting money laundering, the convenience and needs of the communities to be served, as well as the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. Neither the Federal Reserve Board nor the OCC may approve a proposal that would have significant adverse effects on competition or on the concentration of resources in any banking market.

Each share of CapStar common stock issued and outstanding immediately prior to the effective time, except for shares of CapStar common stock owned by CapStar as treasury stock or owned by CapStar or Old National (in each case, other than shares of CapStar common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties, or (ii) held, directly or indirectly, by CapStar or Old National in respect of debts previously contracted), will be converted into the right to receive 1.155 shares of Old National common stock (the “exchange ratio”).

If, prior to the effective time, the outstanding shares of CapStar common stock or Old National common stock are increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there is any extraordinary dividend or distribution, an appropriate and proportionate adjustment will be made to the merger consideration to give Old National shareholders and CapStar shareholders the same economic effect as contemplated by the merger agreement prior to such event; provided that this provision will not permit CapStar or Old National to take any action with respect to its respective securities that is prohibited by the terms of the merger agreement.

At the effective time, the amended and restated bylaws of Old National as in effect immediately prior to the effective time shall be the bylaws of the combined company until thereafter amended in accordance with applicable law.

At the effective time of the merger, (i) each option to purchase shares of CapStar common stock that is outstanding immediately prior to the effective time, whether vested or unvested, will, automatically, and without any required action on the part of the holder thereof, be cancelled, with the holder of such option becoming entitled to receive, in full satisfaction of the rights of the holder with respect thereto, the merger consideration in respect of each share of CapStar common stock subject to such option, less the applicable exercise price and tax withholding; (ii) each award of a share of restricted CapStar common stock subject to vesting, repurchase or other lapse restriction, whether vested or unvested, that is outstanding as of immediately prior to the effective time will be assumed by Old National and converted into a restricted stock award with respect to the number of shares of Old National common stock determined based on the exchange ratio, other than any such award held by a non-employee director, which will fully vest and be cancelled and converted into the right to receive the merger consideration in respect of each share of CapStar common stock underlying such award; (iii) each restricted stock unit award in respect of shares of CapStar common stock (other than any such award subject to performance-based vesting conditions) that is outstanding as of immediately prior to the effective time of the merger will be assumed by Old National and converted into a restricted stock unit award with respect to the number of shares of Old National common stock determined based on the exchange ratio; and (iv) each performance-based restricted stock unit award in respect of shares of CapStar common stock that is outstanding as of immediately prior to the effective time of the merger, pursuant to its terms, will fully vest (with performance goals deemed achieved based on the greater of the target performance level or actual performance as determined by the board of

The merger will become effective at such date and time specified in the articles of merger to be filed with the Secretary of State of the State of Tennessee and the articles of merger to be filed with the Secretary of State of the State of Indiana. The closing will occur remotely by electronic exchange of documents at 8:00 a.m., local time in Evansville, Indiana no later than three (3) business days after the satisfaction or waiver (subject to applicable law) of all of the conditions set forth in the merger agreement (other than those conditions that by their nature can only be satisfied at the closing of the merger, but subject to the satisfaction or waiver thereof), unless another date, time or place is agreed to in writing by Old National and CapStar.

The merger agreement contains representations and warranties made by CapStar to Old National and Old National to CapStar relating to a number of matters, including the following:

The merger agreement contains additional representations and warranties made by CapStar with respect to:

The representations and warranties in the merger agreement are (i) subject, in some cases, to specified exceptions and qualifications contained in the confidential disclosure schedules delivered by Old National and CapStar, respectively, and (ii) qualified by the reports of Old National or CapStar, as applicable, filed with the SEC during the period from January 1, 2021 through the time prior to the execution and delivery of

Additionally, Old National has undertaken further covenants. Prior to the effective time (or earlier termination of the merger agreement), subject to specified exceptions, Old National may not, and Old National may not permit any of its subsidiaries to, without the prior written consent of CapStar (such consent not to be unreasonably withheld, conditioned or delayed), undertake the following:

Old National and CapStar have agreed to cooperate with each other and use their respective reasonable best efforts to prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities.

Each of Old National and CapStar has agreed to use its reasonable best efforts to resolve any objection that may be asserted by any governmental entity with respect to the merger agreement or the transaction contemplated thereby. However, in no event will CapStar or Old National, or any of their respective subsidiaries be required, and neither CapStar or Old National, nor any of their respective subsidiaries be

Old National and CapStar have also agreed to furnish each other with all information reasonably necessary or advisable in connection with this proxy statement/prospectus and any statement, filing, notice or application to any governmental entity in connection with the merger and the other transactions contemplated by the merger agreement, as well as to keep each other apprised of the status of matters related to the consummation of the transactions contemplated by the merger agreement.

The merger agreement provides that, Old National will provide to CapStar continuing officers and employees for as long as they are employed during the period commencing on the effective time and for at least one year following the effective time, (i) base salary or base wage rate, as applicable, that is no less favorable than the base salary or base wage rate, as applicable, provided by CapStar or its subsidiaries to such continuing employee immediately prior to the effective time, and (ii) short-term and long-term incentive compensation target opportunities and other compensation and employee benefits that, in each case, are no less favorable than is provided by Old National to similarly situated officers and employees. Old National has also agreed that it, or one of its subsidiaries, will provide to each continuing employees of CapStar whose employment terminates during the one (1)-year period following the closing of the merger with severance benefits pursuant to Old National’s existing severance pay plan that are no less favorable than those offered to similarly situated employees of Old National.

Unless otherwise agreed to by Old National and CapStar, on or prior to the effective time, CapStar and its subsidiaries will, subject to the closing of the merger, and to the extent permitted by the terms of the applicable plan, terminate any ongoing performance periods under all incentive and/or bonus plans and pay out the accrued benefits as of the closing date based on the greater of (i) the target opportunity and (ii) actual performance with respect to pro rata performance metrics.

The merger agreement also provides that, with respect to any employee benefit plans of Old National or its subsidiaries in which any continuing employees become eligible to participate on or after the effective time (the “new plans”), Old National and its subsidiaries will, (i) use commercially reasonable efforts to waive all pre-existing conditions, exclusions or waiting periods with respect to participation and coverage requirements applicable to such continuing employees and their eligible dependents under any new plans, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under an analogous CapStar benefit plan, (ii) provide each such employee and their eligible dependents with credit for any eligible expenses incurred by such employee or dependent prior to the effective time under a CapStar benefit plan, to the same extent that such credit was given under the analogous CapStar benefit plan prior to the effective time, in satisfying any applicable deductible, co-payment or out-of-pocket requirements under any new plan, and (iii) recognize all service of such employees with CapStar and its subsidiaries for all purposes in any new plan to the same extent such service was taken into account under the analogous CapStar benefit plan prior to the effective time. The foregoing service recognition do not apply to the extent it would result in duplication of benefits for the same period of services.

If requested by Old National in writing at least twenty (20) business days prior to the effective time, CapStar will cause the CapStar 401(k) plan to be terminated effective as of the day immediately prior to the effective time and contingent upon the occurrence of the closing. If Old National requests that CapStar’s 401(k) plan be terminated, (i) CapStar will provide Old National with evidence that such plan has been terminated not later than two (2) business days immediately preceding the effective time, and (ii) any continuing employees will be eligible to participate, effective as of the effective time, in a 401(k) plan sponsored or maintained by Old National or one of its subsidiaries. Old National and CapStar will take any and all actions as may be required, including amendments to the CapStar 401(k) plan and/or the Old National 401(k) plan, to permit the continuing employees to make rollover contributions to the Old National 401(k) plan of “eligible rollover distributions” ​(within the meaning of Section 401(a)(31) of the Code) from the CapStar 401(k) plan in the form of cash, notes (in the case of loans), or a combination thereof. Prior to the

CapStar has agreed that it will, and will cause each of its subsidiaries and representatives to, immediately cease, and cause to be terminated, any activities, discussions or negotiations conducted before the date of the merger agreement with any person other than Old National with respect to any acquisition proposal.

CapStar has agreed that it will not, and will cause each of its subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, agents, advisors and representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any acquisition proposal, (ii) engage or participate in any negotiations concerning any acquisition proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any acquisition proposal, except to notify a person that has made or, to the knowledge of CapStar, is making any inquiries with respect to, or is considering making, an acquisition proposal, of the existence of the restrictions regarding acquisition proposals in the merger agreement. However, prior to the approval of the merger agreement by the CapStar shareholders, if CapStar receives an acquisition proposal that was not the result of a willful or material breach of the restrictions on acquisition proposals set forth above, CapStar may, and may permit its subsidiaries and its and its subsidiaries’ representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions if the CapStar board of directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information, CapStar enters into a confidentiality agreement with such third party making such acquisition proposals on terms no less favorable to it than the confidentiality agreement between CapStar and Old National, and which confidentiality agreement cannot provide such person with any exclusive right to negotiate with CapStar.

For purposes of the merger agreement, an “acquisition proposal” means other than the transactions contemplated by the merger agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of twenty-five percent (25%) or more of the consolidated assets of CapStar and its subsidiaries or twenty-five percent (25%) or more of any class of equity or voting securities of a party or its subsidiaries whose assets, individually or in the aggregate, constitute twenty-five percent (25%) or more of the consolidated assets of CapStar, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning twenty-five percent (25%) or more of any class of equity or voting securities of CapStar or its subsidiaries whose assets, individually or in the aggregate, constitute twenty-five percent (25%) or more of the consolidated assets of CapStar, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving CapStar or its subsidiaries whose assets, individually or in the aggregate, constitute twenty-five percent (25%) or more of the consolidated assets of CapStar.

CapStar has agreed to promptly advise Old National following receipt of any acquisition proposal or any inquiry which could reasonably be expected to lead to an acquisition proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or acquisition proposal) and keep Old National reasonably apprised of any related developments, discussions and negotiations, including any amendments to or revisions of the material terms of such inquiry or acquisition proposal.

Old National’s and CapStar’s respective obligations to complete the merger are subject to the satisfaction or, where legally permissible, waiver, at or prior to the effective time, of the following conditions:

Neither CapStar nor Old National can provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party.

The merger agreement can be terminated at any time prior to the consummation of the merger, whether before or after the receipt of the requisite Old National vote or the requisite CapStar vote, in the following circumstances:

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of CapStar common stock that is, for U.S. federal income tax purposes, (1) an individual citizen or resident of the United States, (2) a corporation, or entity treated as a corporation for U.S. federal income tax purposes, organized in or under the laws of the United States, any state thereof or the District of Columbia, (3) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes or (4) an estate, the income of which is subject to U.S. federal income taxation, regardless of its source.

Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to U.S. holders in light of their particular circumstances and does not apply to holders subject to special treatment under the U.S. federal income tax laws (such as, for example, dealers or brokers in securities, commodities or foreign currencies; traders in securities that elect to apply a mark-to-market method of accounting; banks and certain other financial institutions; insurance companies; mutual funds; tax-exempt organizations; holders subject to the alternative minimum tax provisions of the Code; persons who are required to recognize income or gain with respect to the merger no later than such income or gain is required to be reported on an applicable financial statement under Section 451(b) of the Code; partnerships, S corporations or other pass-through entities (or investors therein); regulated investment companies; real estate investment trusts; controlled foreign corporations; passive foreign investment companies; former citizens or residents of the United States; U.S. expatriates; U.S. holders whose functional currency is not the U.S. dollar; holders who hold shares of CapStar common stock as part of a hedge, straddle, constructive sale or conversion transaction or other integrated investment; holders who own CapStar common stock through retirement plans, individual retirement accounts, or other tax-deferred accounts; holders who acquired CapStar common stock pursuant to the exercise of employee stock options, through a tax qualified retirement plan or otherwise as compensation; or holders who actually or constructively own more than five percent (5%) of CapStar’s common stock).

Moreover, this discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including the U.S. Treasury regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith), nor does it address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any U.S. federal laws other than those pertaining to the income tax. In addition, this discussion does not address any alternative minimum tax consequences of the merger.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes is a holder of CapStar common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that is a holder of CapStar common stock, and any partners in such partnership, should consult their own tax advisors regarding the tax consequences of the merger to their specific circumstances.

We have summarized the material terms and provisions of our capital stock in this section. We have also filed our articles of incorporation and our bylaws, each as amended, as exhibits to the registration statement of which this proxy statement/prospectus is a part. You should read Old National’s articles of incorporation and bylaws for additional information before you buy our common stock or any securities which may be exercised or exchangeable for or converted into our common stock.

As of December 20, 2023, Old National’s authorized common stock, without par value, was 600,000,000 shares, of which 292,654,953 shares were issued and outstanding. Shares of Old National’s common stock, when issued against full payment of the purchase price, and shares of common stock issuable upon conversion, exchange or exercise of any of the other securities offered by this proxy statement/prospectus, will be validly issued, fully paid and non-assessable.

The holders of Old National common stock are entitled to one vote for each share of common stock held of record by them on all matters to be voted on by shareholders, except:

The holders of Old National common stock are not entitled to cumulative voting rights. Under the IBCL, directors are elected by a plurality of the votes cast by shares entitled to vote in an election at a meeting at which a quorum is present. Old National bylaws provide that for all other shareholder votes, when a quorum is present at any meeting, the vote of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the IBCL, the company’s articles of incorporation or our bylaws, a greater vote is required, in which case such express provision shall govern and control the decision of such question.

Subject to the rights of any series of preferred stock authorized by the board of directors as provided by Old National’s articles of incorporation, the holders of Old National common stock are entitled to dividends as and when declared by the board out of funds legally available for the payment of dividends.

To be considered for inclusion in CapStar’s proxy materials for CapStar’s annual meeting of stockholders in 2024 (the “CapStar 2024 Annual Meeting”), proposals had to be received by CapStar no later than November 11, 2023 and had to comply with all applicable requirements of Rule 14a-8 promulgated under the Exchange Act and CapStar’s bylaws. Shareholders had to submit their proposals to CapStar at 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, Attention: Corporate Secretary. CapStar will only include in its proxy materials those shareholder proposals that it received before the deadline and that are proper for shareholder action.

In addition, CapStar’s bylaws provide that at any annual meeting, only such nominations of individuals for election to the CapStar board shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and proposals of other business to be properly brought before an annual meeting, nominations and proposals of other business must be: (A) specified in CapStar’s notice of meeting (or any supplement thereto) given by or at the direction of the CapStar board; (B) otherwise properly made at the annual meeting of CapStar shareholders, by or at the direction of the CapStar board; or (C) otherwise properly requested to be brought before the annual meeting by a shareholder of CapStar in accordance with CapStar’s bylaws. For nominations of individuals for election to the CapStar board or proposals of other business to be properly requested by a shareholder to be made at an annual meeting, a shareholder must: (1) be a shareholder of record at the time such shareholder’s notice is delivered to CapStar’s Corporate Secretary and at the time of the annual meeting of CapStar shareholders; (2) be entitled to vote at such annual meeting of CapStar shareholders; (3) strictly comply with the notice and information requirements and procedures set forth in CapStar’s bylaws as to such business or nomination; and (4) strictly comply with Rule 14a-19 promulgated under the Exchange Act, including, without limitation, the requirement to solicit at least 67% of the voting power of shares entitled to vote on the election of directors.

For any nominations or any other business to be properly brought before an annual meeting, the shareholder must have given timely notice thereof (including any documents require by CapStar’s bylaws), and timely updates and supplements thereof, in each case in proper form, in writing to CapStar’s Corporate Secretary, and such other business must otherwise be a proper matter for shareholder action.

To be timely, a notice of the intent of a shareholder to make a nomination or to bring any other matter before the annual meeting of CapStar shareholders must be delivered to CapStar’s Corporate Secretary at the principal executive offices of CapStar not later than the close of business on the seventy-fifth (75th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first (1st) anniversary of the date CapStar made its proxy materials available for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after its anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the seventy-fifth (75th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by CapStar. In no event will any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.

Accordingly, a shareholder who intended to raise a proposal to be acted upon at the CapStar 2024 Annual Meeting was required to inform CapStar by sending written notice to CapStar’s Corporate Secretary at CapStar Financial Holdings, Inc., 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, no earlier than November 11, 2023 nor later than December 26, 2023.

CapStar will not hold the CapStar 2024 Annual Meeting if the merger is completed prior to the date of the CapStar 2024 Annual Meeting.

Old National has filed with the SEC a registration statement under the Securities Act of 1933, as amended, that registers the issuance of the shares of Old National common stock to be issued in connection with the merger. This proxy statement/prospectus is a part of that registration statement and constitutes the prospectus of Old National and a proxy statement for CapStar shareholders. The registration statement, including this proxy statement/prospectus and the attached annexes, exhibits and schedules, contains additional relevant information about Old National and Old National common stock.

The SEC allows Old National and CapStar to incorporate by reference information in this proxy statement/prospectus. This means that Old National and CapStar can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this proxy statement/prospectus, except for any information that is superseded by information that is included directly in this proxy statement/prospectus.

This proxy statement/prospectus incorporates by reference the documents listed below that Old National and CapStar previously filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed according to SEC rules). They contain important information about Old National, CapStar and their respective financial condition.