Old National Bancorp (NasdaqGS:ONB) entered into a definitive merger agreement to acquire CapStar Financial Holdings, Inc. (NasdaqGS:CSTR) for approximately $320 million on October 26, 2023. Under the terms of the merger agreement, each outstanding share of CapStar common stock will be converted into the right to receive 1.155 shares of Old National common stock. The transaction is subject to regulatory approval and the vote of CapStar shareholders. The definitive merger agreement has been approved by the Board of Directors of each company. On February 29, 2024, CapStar Financial Holdings Inc.'s shareholders approved the sale to Old National Bancorp. The Federal Reserve and the Office of the Comptroller of Currency approved the merger on February 20, 2024. The transaction is anticipated to close in the second quarter of 2024. As of February 29, 2024, the transaction is expected to be completed on April 1, 2024.

Patrick Koster and Eric Kalinowski of Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and Dykema Gossett, PLLC acted as legal advisor to Old National. Morgan Stanley & Co. LLC served as financial advisor and provided fairness opinion and Matthew M. Guest of Wachtell, Lipton, Rosen & Katz acted as legal advisor to CapStar. Morgan Stanley and Wachtell Lipton acted as due diligence providers to CapStar. Old National?s transfer agent is Continental Stock Transfer & Trust Company. Mediant Communications Inc. acting as proxy solicitor to CapStar. CapStar has agreed to pay Morgan Stanley a fee of approximately $4,160,000 in the aggregate, $500,000 of which was payable upon the rendering of its opinion and the remainder of which is contingent upon the consummation of the merger.