Sidley represented Citigroup Global Markets Inc. and the other underwriters in connection with Old National Bancorp’s forward equity offering in connection with its proposed acquisition of Bremer Financial Corporation. As with certain other acquisition financing transactions in the financial institutions sector earlier this year in which Sidley played a leading role (including UMB Financial Corporation’s acquisition of Heartland Financial USA, Inc. and Atlantic Union Bankshares Corporation’s acquisition of Sandy Spring Bancorp), the transaction was structured as a forward sale transaction, with Citibank, N.A. acting as the forward purchaser. Sidley’s Equity Derivatives team advised on the forward sale mechanics. It is expected that this financing tool will play an increased role in bank acquisition activity as we head into 2025.
Sam Gandhi, Rob Ryan, and Prabhat Mehta led the team, with Kayla West, Kunchok Yaklha, Jennifer Lin, and law clerks Angela Chow, Andrea Kerndt, Molly Lu, Sidne Norman, and Christine Seo.
