Bremer Financial Corporation (ONB) Earnings Call Transcript & Summary

Welcome to Old National's Conference Call. This call is being recorded and has been made accessible to the public in accordance with the SEC's Regulation FD. Corresponding presentation slides can be found on the Investor Relations page at oldnational.com and will be archived there for 12 months. Comments made during today's call regarding either company's or the combined company's future results or future financial performance may include forward-looking statements and are subject to certain risks, uncertainties and other factors that could cause actual results to differ from those discussed. Please review the forward-looking disclaimer and safe harbor language included in the presentation. I'd now like to turn the call over to Jim Ryan, Chairman and CEO of Old National. Mr. Ryan?

Good morning. Thank you for joining on such short notice. We're thrilled to be in the Twin Cities today to announce our exciting partnership with Bremer, a $16 billion asset bank headquartered in St. Paul with 70 branches across Minnesota, Wisconsin and North Dakota. Bremer is the crowned jewel of our Minneapolis-St. Paul strategy given its scale, strong deposit base and leading upper Midwest brand built through 80-plus years of having a one-of-a-kind approach to serving its clients and communities. As you may know, we entered the Twin Cities in 2017 with our acquisition of Anchor and quickly followed up with our client partnership in 2018. Based on the success of those transactions, we have had a long-standing interest in growing our market position here. It's one of the best markets in the Midwest. We know it well and it's a key part of executing our strategic plan of providing peer-leading returns. We've done many deals, but this partnership is special. We have [indiscernible] franchise for many years and the various elements impacting the banking industry position Old National as the right partner at the right time. We are confident the combination of our 2 organizations deliver exceptional value to all stakeholders. Turning to Slide 4 of the materials. This partnership is financially compelling across all measures. In addition to building meaningful scale, we expect the combination to be approximately 22% accretive to 2026 EPS, including the net proceeds from our capital raise this morning, assuming we exercise the full shoot. Additionally, we expect to generate an IRR of approximately 20% and have tangible book value per share earn back of 2 years. If we exclude the rate marks, this is a double accretive deal with both tangible book value per share and EPS in the mid- to high single digits. In connection with this transaction, we have also announced this morning the pricing of a $400 million common equity offering at a 3% discount to our closing per share price on Friday, November 22. This offering was the tightest priced to bank equity offering this year, underscoring the strength of our franchise and the incredible opportunity this strategic partnership creates. Pro forma for both the partnership and the capital raise, our capital liquidity [indiscernible] is strong at 10.2% CET1, less than 250% CRE to total risk-based capital and a loan-to-deposit ratio of approximately 84%. Turning to Slide 5. The partnership with Bremer adds an attractive [ granular ] deposit base, much like our own and provides the combined company with significant capacity to fund growth across our robust and diversified footprint. Deposits are the raw materials of banking. And while [indiscernible] any leading bank franchise, the complementary nature of our business model stretches well beyond just the strong deposit basis. We [indiscernible] significant opportunity to leverage Old National's larger balance sheet, comprehensive product suite across Bremer existing client base. The compelling financial metrics in this transaction are partly driven by our selective approach in choosing our partners and our discipline in pricing at 1x tangible book value and 6.1x 2025 earnings estimates inclusive of cost savings, this transaction will provide us the capacity to prudently and proactively make the investments necessary of a $70 billion asset bank, while still generating positive operating leverage in peer-leading returns. While the financial upside of this transaction is significant, we view this partnership as low risk and have a high confidence in our ability to execute as a combined company. Not only is Old National proven integrator with a long track record of successful integrations. But in this partnership, we also have 2 highly competitive organizations both with strong management teams and similar approaches to relationship banking, credit underwriting and commitments to our team members, clients and communities. On Page 6, we have an overview of Bremer including its key financial metrics, loan portfolio and deposit composition. At 30% of Old National's assets, the second largest traditional bank headquartered in Minnesota, we think Bremer is the perfect size for a combination in this macro environment. To sum up Bremer, I would say that like Old National, Bremer is a basic old-fashioned community bank. It has great tradition and strong connection to its markets. Uniquely, Bremer is 86% owned by the Otto Bremer Trust. Founded in 1944, the Trust has owned Bremer Financial for over 80 years. The Otto Bremer Trust has been an amazing force for good in its footprint, granting over $1 billion in community investments, $105 million in 2023 alone, while staying steadfast and maintaining Otto Bremer's legacy. Staying on markets and communities, let's move on to Page 7. Bremer expands our Upper Midwest footprint through attractive markets in Minnesota, Wisconsin and North Dakota. This transaction meaningfully adds to our regional scale with excellent market positions in St. Cloud and Grand Forks. Still, we are incredibly excited about its density in the Twin Cities and what we can accomplish at Minneapolis-St. Paul's third largest bank. Given our multiyear track record of execution, we believe this partnership positions us very well to compete effectively and showcases our right to win across the expanded footprint. The key terms of this transaction are included on Page 8. Bremer shareholders will receive 4.182 shares of OMV common stock and $26.22 per share in cash for each Bremer share, representing an aggregate consideration of $1.4 billion, of which $315 million or approximately 22% will be paid in cash. Bremer shareholders, including Otto Bremer Trust, will own approximately 13% of the pro forma company with third-party shareholders from the equity offering, representing approximately 6% ownership on a pro forma basis. The cash consideration of this deal was to provide Otto Bremer Trust with the liquidity to help meet its annual requirements for community investments. Based on our estimates, the trust should have adequate liquidity to execute mission for many years between Old National dividends, income from investments and cash on hand. We are thrilled to have Otto Bremer Trust as a long-term shareholder. After the deal closes, the trust will own approximately 11% of Old National and one of the trustees will join our Board. We have met with all the trustees and their passion for maintaining Otto Bremer's extraordinary legacy aligns perfectly with Old National's philanthropic initiatives throughout the Midwest. We look forward to partnering with Otto Bremer Trust on philanthropic initiatives in the future. As mentioned earlier, we priced a $400 million equity offering this morning. It was structured using a forward settlement mechanism that enables flexibility around the settlement dates and amounts, which is anticipated to [indiscernible] with the transaction closing date. The transaction will be subject to customary closing conditions and regulatory approvals. Page 9 highlights the tailwinds we expect for this partnership. As we said earlier, it starts with our disciplined M&A strategy of picking the right partner and structuring the right deal. This combination is projected to improve profitability meaningfully. Most notably, due to conservative earnings estimates, we are projecting approximately a 400 basis point increase in return on average tangible common equity resulting in a peer-leading 2026 return on average [ income ] equity. The earnings power allows us to continue investing in the right people and programs. Moving to Page 10. Pro forma capital ratios are quite healthy and CET1 is estimated to be above 10% following the merger. Given the business earnings profile and the accretion of the fair value marks, we expect to rapidly accrue capital post closing. We think an 11% CET1 ratio to the 3 quarter transactions closing is quite achievable and expect a very strong CET1 ratio of approximately 12% by year-end 2026. Page 11 outlines the extensive due diligence process involving over 75 internal team members, third-party consultants and over 3,400 files reviewed. We reviewed over 70% of Bremer's commercial loan exposure and review and/or modeled 100% of their consumer loans. Given our extensive experience in M&A, we feel very comfortable with our credit mark and our assessment of the Bremer organization. I'm proud of all the individuals who worked tirelessly over the last couple of months. Page 12 is an essential element of this transaction's unique, one-of-a-kind synergies. It underlines our continued stand-alone commitment to strengthening and supporting our communities and the opportunity to partner with Otto Bremer Trust and its initiatives. We feel very good about our financial commitments to the company and the volunteer hours our team members commit to the organizations we support. As you are likely aware, we announced a $9.5 billion community growth plan just over 6 months ago. In connection with this transaction, we expect to support new investments across this footprint. Moving to some closing thoughts. First and foremost, we think the benefits of scale in this banking industry are quite apparent, and we view an accretive deal like this is a great way to build scale in a shareholder-friendly way. We challenge ourselves daily to be the best stewards of our shareholder capital and I think our disciplined approach to partnerships over the years illustrates that very well. I can't say enough about how incredibly excited this opportunity is. I truly believe this is the perfect example of where one plus one is more than two. This combination enhances all aspects of our corporate strategy, accelerates top quartile returns, delivers highly valuable deposits and positions us well to continue to create value for our shareholders. Additionally, I would be remiss if I fail to acknowledge our leadership group and all of our team members in Minnesota and Wisconsin. Their consistent financial performance and deep commitment to strengthening our communities they serve has been instrumental in positioning us to take advantage of this opportunity. Lastly, I just want to take a moment to say a few words to Jeanne Crain, her management team and the whole Bremer team. We operate in many of the same markets and we are great admirers of the bank you have built through your hard work and dedication to your clients and communities. Old National was a special place, too, with a lot of cultural similarities. Our leadership team and I look forward to meeting so many of you over the next couple of days. Welcome to the Old National family. With that, Rob, I'd like to open the call up for any questions.

[Operator Instructions] Your first question today comes from the line of Scott Siefers from Piper Sandler.

Jim, maybe I was hoping you could start by sort of the underlying quality of the Bremer franchise. Since it's private, I think one of the few things that bank investors know about it, aside from its market share in the Twin Cities, is that it's had these several years of internal legal disruption. If that were in a public company, there might be more concern about customer -- employee like attrition over the last few years. Just kind of given the lack of transparency, any context you can provide just sort of on the underlying health of the franchise might be helpful, please.

As you can imagine, Scott, we know them incredibly well. And we've shared some team members over the years with each other. I would just kind of [indiscernible] this, when you talk to our commercial relationship managers here and they try to win a Bremer bank line, it's very difficult to do. So we think very much the franchise is still running strong, and we feel really good about our ability to continue to build on all that great strength.

Okay, perfect. And then a little nitty-gritty. Can you maybe provide a little detail to the anticipated $2.5 billion or so in commercial real estate loan sales? Are you selling Bremer's loans or Old National's or a combination of both? And what sort of mark are you assuming there? I see you have the $35 million earnings impact from the sale in the deck, but I wasn't sure if that was like an ongoing loss of spread income or whether that was the mark or what?

So Scott, it's John. We -- the model assumes up to $2.4 billion [indiscernible] real estate loan sales. Don't need to do that pro forma. We would have been well under [ $300 million ] on total risk-based anyways but we want to kind of reset our own balance sheet and really be in a position on the backside of this to play offense and have plenty of dry powder. As you know, we've built, yes, in [ RP], in one of the finest, commercial real estate loan origination platforms in our footprint and really want to leave that unconstrained and wide open for business. The sales pool here, we would absolutely intend to take advantage of that purchase accounting marks, it would be predominantly non-relationship, noncore kind of business at Bremer, and then investor CRE would be the bulk of it. We did run it through a loan sales desk. So this is a market clearing bid where we got it marked out in this model. I'm cautiously optimistic that by the time we actually transact this 7, 8 months from now. Those bids might even be better, but we feel like we've got to capture really well here.

Your next question comes from the line of Jared Shaw from Barclays.

So I guess, maybe circling with the CRE concentration discussion. So is that -- should we assume then that you feel comfortable growing that ratio going forward with good opportunities for lending? Or should we think that that's really a target to stay at?

No, comfortable growing that going forward, Jared. Just again, I wanted to kind of make the balance sheet a little bit more [indiscernible] on the back end of this, take advantage of purchase accounting to do that. And so double-digit CET1, $250 million or less on commercial real estate total risk base. And then I think importantly, as Jim mentioned, 84% of loan-to-deposit ratio, so lots of dry powder and just want to be in a position to get after on the back end of this transaction.

I would add, Jared, the denominator is going to grow pretty rapidly here. So that will help us be able to grow the balance sheet just because our denominator is growing very rapidly.

Got it. Great. And then you know, pro forma $70 billion in assets with a good growth expectation or outlook. How should we be thinking about the approach to Category 4 in terms of what investments will need to be made over those coming years? And when you look at capital, should we think that there could be an opportunity for capital return in 2026? Or is that -- you want to hold that for future growth and crossing that threshold at some point?

Well, let me just start with the latter part. I think we hope to have plenty of growth to be able to use that capital as we continue to grow. Obviously, we give a lot of thought to what does it take to be a $70 billion bank and we believe that we are making the necessary investments in our franchise because of this ability to use the cost savings. The cost savings number we put in the model is 30%. And that's net and deal investments in ourselves that we think appropriately rightsizes the infrastructure and people needs of a $70 billion bank. Obviously, as we get bigger in approach about $80 million or $90 billion organically, we'll continue to make those investments. But we believe this represents a big down payment on that process. And while we have no plans to be being bigger than what we stated on the outset here, we know that we will continue to be ready if the opportunity arises to continue to move towards that number. But our job #1 here is execution. We've got to get this transaction most, we've got to execute on the integration. We've got to retain all the great people, all the great clients here. It's really job #1 for the next couple of years.

Got it. And then just finally for me, is there any lockup for the trust in terms of their shares. I mean I know you referenced that they're focused on the dividend income and capital appreciation. But is there any formal lockup?

Yes, Jared, there is. They'll be locked for 180 days and then there's an ability for them to dribble out a little bit in the next 180 days. So effectively, a pretty good lock for a year. And again, the trustees will appoint one of their own to come over on board and they've indicated very much interested in being a long-term shareholder and partner with us.

Your next question comes from the line of Brendan Nosal from Hovde Group.

Maybe just to start off here. I'm just curious how much of the election outcome factored into your comfort and ability to transact this deal, both from an accrual perspective and potential implications of getting closer to $100 billion?

Obviously, we feel good in our ability, and we've got a great track record with the OCC and the Fed. And just -- we always enjoy outstanding regulatory relationships. So I'm not sure that factored in much to this decision here, just given our historically great track record with these kinds of partnerships. Obviously, I think everybody feels like things could ease a little bit into the future, but we're not planning on it. We're planning on just running the same playbook we've always run, which is worked really hard to meet and exceed our regulatory expectations, have great relationships there and stay really clean along the way. And we know that, that probably puts us an advantage in the future for this opportunity or anything that comes our way down the road.

One more for me just on the modeling itself. If I look at Slide 21, the Bremer net income that you guys are assuming the $150 million or so. Just kind of curious what the driver is between what they produced over the last 12 months or like $115 million in that $150 million. Is that just kind of a better underlying margin at Bremer tied to a more benign rate outlook? Or is there something else driving that?

Again, it's mostly that a little bit of growth in the fee businesses. What I would point out, Brendan, is look, we did not assume anything too heroic here. We sort of hold it at 85 basis points on assets. And I think that's appropriately conservative. I suspect over time, we'll likely outperform that.

Your next question comes from the line of Terry McEvoy from Stephens Inc.

Maybe the first question on the bottom of Page 7. It looks like the population growth of the pro forma footprint, about 1/3 above legacy ONB. So could you speak to how that may change the organic growth outlook for Old National, once the deal is complete?

Look, Terry, I think we've built a platform that consistently will do sort of GDP plus a little bit of market share in all the markets in which we operate. Obviously, moving to #3 in Twin Cities is a big deal, right? There's 2 banks that sort of dominate this market. They're good banks but they're not for everybody. And I think we shine in a couple of places where perhaps they don't do -- they're a little bit less focused and I think it's a tremendous opportunity for us. We're also excited about some of the markets that go more into the upper Midwest, St. Cloud, Grand Forks. Terrific deposit markets, interesting ag markets, good small business markets. I think net-net, it's additive and we feel good about our ability to continue to grow organically at a strong pace.

And then maybe as a follow-up, could you just discuss the opportunities for wealth management and maybe some of the other fee products once the deal is complete?

Absolutely. We feel really good about the wealth management. It's about $5 billion in assets under care, and we think it's incredibly additive to what we have going on here in Minnesota. Our handle on [ financial management ] actually for the entire [indiscernible] here in the Twin Cities, and we're building out a bit of infrastructure and leadership here to support that. So we've invested a lot in that wealth management business. We think we bring some capabilities to help the overall combined company. And I suspect in the other, I think about our capital markets business, you think about our ability to leverage our great mortgage business, I think there's really opportunities to continue to have stronger fee platform together than separate.

Your next question comes from the line of Chris McGratty from KBW.

John, a question on the pro forma rate sensitivity. How would you -- you guys have positioned legacy balance sheet to be more or less neutral. How does this change it, I guess, away from the accretion that we're going to [ accruable ] yield?

They're very, very slightly more asset-sensitive than we are. But net-net, what we bring it in, I don't think it changes our rate positioning materially. And we've got some time to react to it and will. And so we'll intend to kind of continue. Quite hard to stay neutral.

And then, Jim, maybe for you. I think Bremer is OCC-regulated. I guess, maybe correct information there that I think you're both OCC-regulated, and I know you sit on a lot of the advisory. You're in the [indiscernible] on the advisory. So how is the OCC? I guess, what role or risk does this play given the CRE concentration narrative over the last couple of years? How do you feel about that?

I would say we met with both the Federal Reserve and the OCC multiple times throughout this process. In fact, I think they may have been tired of hearing from us, but we wanted the combined balance sheets, the resulting capital ratios, real estate concentrations, bank liquidity, et cetera. I think they really appreciated that kind of ongoing conversation with them and seeing the evolution of that. And obviously involved the licensing people will ultimately have to be [ accruable ] towards the end of those conversations. And so -- and the good news, as you pointed out, we actually share the same primary regulators, the OCC and they're in the midsize group as well. So the midsize group who is responsible for our examination also covers Bremer Bank. And I think that's going to be helpful because there's no learning curve there. They're already up to speed on Bremer Bank. So I think that should help -- if anything, make things maybe just a little bit faster, a little bit easier than it would, if they have a different primary regulator.

Your next question comes from the line of David Long from Raymond James.

In your key financial assumptions slide, you talked about using Wall Street consensus estimate. Does that include the consensus forward curve then in the assumptions that you're using?

Well, David, you tell me. I hope that the consensus estimate has the consensus forward curve in it or I suspect in some cases, it's probably the street -- the house view at some of the larger shops that cover us. But yes, it would reflect expectations around the rate environment.

Okay. So your numbers do reflect the expectations on the curve then, okay. And then where do you see the key risks to reaching your financial targets that you put out there on ROAA and [ ROTCE ], what have you?

Well, like any partnership, it really comes down to execution. And Jeanne and I are both committed to seeing this through and doing it well. We're getting along fabulously. We had dinner last night with the leadership team. We're also such a strong start. The leadership team actually visited Evansville a while back. And I'm obviously -- we're experienced at this. We've done a number of these partnerships. This is in a market we know incredibly well. We have lots of different structure up here to be a help to us. So I think it all gets down to our ability to execute. In the past, I think we've demonstrated great success in doing that. And that ultimately will drop the financial outcomes. The interesting thing, as you know, is the purchase accounting that comes along with this makes things a little bit more, I guess, just upfront, there's a little bit more rapid accretion that occurs and that just comes with time. Nothing but time. Interestingly enough, I mean one thing that did happen process is the 5-year back up significantly during the time frame in which we started to where we are today and that caused some additional purchase accounting to impact the day 1 numbers here. At the end of the day, this is all going to go down to our leadership teams coming together and figuring out the best thing for our team members, our clients and our communities, and I'm pretty confident on what I see today.

Jim, and the last one I have is related to the core conversion. Have you guys scheduled that at this point?

We have not -- we're obviously getting informed to us and it's a little hard because you have to really involve a lot of partners out there, a lot of technology partners. So that will be probably right after Thanksgiving, that will be job number one to start reaching up to our technology partners to think about how we get this schedule. I think the model assumes that we have the technology conversion in the third quarter and it closed at midyear. So a lot of work to do there to ensure that we get to that time frame. But again, we've got a lot of experience here. We've got a lot of people that have done this before, and we work really hard to meet those expectations.

Your next question comes from the line of John Arfstrom from RBC Capital Markets.

Can you talk about -- congratulations on this, by the way. It makes a lot of sense. Can you -- maybe obvious, but can you talk a little bit more about the cost saves and where they're coming from? Maybe the cadence of the rest of the issuances? Is it mostly coming out in 2026?

Yes, John, the 30%, again, as Jim mentioned, does include additional investments in personnel, infrastructure that we know come along with being a bigger bank at $70 billion in assets. In terms of where they come from, it's the 4 major food groups and it's nothing out of the ordinary or unexpected. It's personnel, IT, contracts and a little bit of professional services and expenses there. Timing-wise, we will get -- start to realize them middle of next year at close, but the bulk of them as you'd expect, really comes a quarter after we do the conversion. It's kind of conversion and then the quarter after is when they start to come in, we would hit the full run rate in 2026.

Maybe a follow-up -- kind of a follow-up on David's question, but you talked about the 18% plus ROTCE. And I think some of that is probably accounting related. But do you think this acquisition changes the longer-term return potential of the company? Or do you feel like that kind of mid-teens is a more appropriate number over time?

I'd say absolutely. I mean this is a powerful and unique combination that we think is attractively priced that really gives us the opportunity to kind of -- I mean, we've always run towards that top quartile, top decile profitability on ROTCE. But with this unique aspects of this partnership, I think we can even improve upon that further as demonstrated by the numbers we put in the deck. I would just add a little commentary here. I mean the opportunity is to bring $12.5 million of low-cost deposits to our combined company as you know and I've said this often, that is the fuel to our rocket ship and it allows us to grow in the states that Bremer serves today, but more importantly, across our entire footprint. And that is a powerful combination, especially in today's macro environment.

Okay. One more. I don't know if you can answer this, but do you feel like Bremer had what they needed from a capital point of view? Or do you feel like maybe their growth was constrained somewhat given some of the ownership questions?

You're talking to Jeanne, and I think that was a part of the calculus for them. They feel like having a partner that can unlock the capital and the potential investments and the organic balance sheet growth was a challenge for them. So clearly, we unlock all of that. And we have liquidity, a bigger balance sheet, all those things that come along that really complements what they've been so successful in doing. This is a successful organization. And this, unlocking the 2 organizations from each other, really helps the legacy Bremer organization grow beyond its capacity. And just as it got bigger, it became harder and harder and harder because of the financial commitments they had to -- that meets the philanthropic trust, Otto Bremer Trust's needs for philanthropy giving each year. So this is a powerful combination to unlock for them.

[Operator Instructions] Your next question comes from the line of Scott Siefers from Piper Sandler.

Yes. I know it's a little difficult to discuss this specifically before the actual merger agreement is out. But can you please speak a bit to the competitive process for the transaction? I was a little surprised that you're able to purchase for just tangible book value. So just curious what the -- kind of how the process played out in that respect and kind of how the pricing all manifests itself?

So we believe this to be a competitive process. I think they reached out to all of the usual suspects that you think might have an interest in this. And I think some things changed along the way. And at the end, we thought it was down to maybe a couple of us competing for the opportunity. Some of that became more apparent in the last couple of weeks. And so honestly, though, when the story gets written about this, our bid didn't materially change throughout this entire process. So we felt like this was the right set of execution for Old National and its shareholders. And we stayed consistently into [indiscernible] time and exactly -- I don't know exactly who participated and when they participated. We just know that there was a lot of outreach and that we felt like there was competition along the way. But at the end of the day, we were only going to do what makes sense for Old National and its shareholders. And I think the results are here.

And that concludes our question-and-answer session. I will now turn the call back over to Jim Ryan for some final closing remarks.

Well, thanks for joining us on this really special day. We are incredibly excited to be here in the Twin Cities, and we're going to spend a lot of time with our new team members here. And I just want to thank you for all your support. We want to thank our equity investors. We had an incredible showing on the Wall across with our equity investors. And so really pleased with the outcome there. We promise to be great stewards of all the new capital and all of our existing capital. John and Mike and Mark and I will be here for the rest of the day to take any phone call, any questions you have. So thank you so much, and have a great day, and have a great Thanksgiving, everyone.

This concludes Old National's call. Once again, a replay, along with the presentation slides, will be available for 12 months on the Investor Relations page of Old National's website, oldnational.com. A replay of the call will also be available by dialing 1 (800) 770-2030 conference ID 298 1053. This replay will be available through December 2. If anyone has additional questions, please contact Lynell Durchholz at (812) 464-1366. Thank you for your participation in today's conference call.