 Old National Bancorp To Acquire LSB Financial Corp. June 4, 2014 Filed by Old National Bancorp Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: LSB Financial Corp. Commission File No.: 000-25070 A Winning Combination |
 Lynell Walton Investor Relations Old National Bancorp |
 3 Additional Information for Shareholders of LSB Financial Corp. Communications in this document do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Old National Bancorp (“Old National” or “ONB”) will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a Proxy Statement of LSB Financial Corp. (“LSB” or “LSBI”) and a Prospectus of Old National, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Old National and LSB, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents (when available), free of charge, from Old National at www.oldnational.com under the tab “Investor Relations” and then under the heading “Financial Information” or from LSB by accessing LSB’s website at www.lsbank.com under the heading “About” and then under the heading “Investor Relations” Old National and LSB and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of LSB in connection with the proposed merger. Information about the directors and executive officers of Old National is set forth in the proxy statement for Old National’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 14, 2014. Information about the directors and executive officers of LSB is set forth in the proxy statement for LSB’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 14, 2014. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph. |
 4 Additional Information for Shareholders of United Bancorp, Inc. Communications in this document do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Old National Bancorp (“Old National” or “ONB”) has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (Registration Statement No. 333-193868) that includes a Proxy Statement of United Bancorp, Inc. (“United” or “UBMI”) and a Prospectus of Old National, as well as other relevant documents concerning the proposed transaction. The SEC declared the Form S-4 Registration Statement effective May 15, 2014. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Old National and United, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Old National at www.oldnational.com under the tab “Investor Relations” and then under the heading “Financial Information” or from United by accessing United’s website at www.ubat.com under the heading “About Us” and then under the tab “Investor Relations” and then under the tab “SEC Filings.” Old National and United and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of United in connection with the proposed merger. Information about the directors and executive officers of Old National is set forth in the proxy statement for Old National’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 14, 2014. Information about the directors and executive officers of United is set forth in United’s Annual Report on Form 10-K, as filed with the SEC on February 28, 2014. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger. Free copies of this document may be obtained as described in the preceding paragraph. |
 5 Disclosures Forward-Looking Statements This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, descriptions of Old National’s financial condition, results of operations, asset and credit quality trends and profitability and statements about the expected timing, completion, financial benefit and other effects of the proposed mergers. Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,” 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 and there are a number of factors that could cause actual results to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: market, economic, operational, liquidity, credit and interest rate risks associated with Old National's business; competition; government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related regulations); ability of Old National to execute its business plan, including the proposed acquisitions of United Bancorp, Inc. and LSB Financial Corp.; changes in the economy which could materially impact credit quality trends and the ability to generate loans and gather deposits; failure or circumvention o f Old National’s internal controls; failure or disruption of our information systems; failure to adhere to or significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigations; other matters discussed in this presentation and other factors identified in Old National’s Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission. These forward- looking statements are made only as of the date of this presentation, and Old National undertakes no obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this presentation. Non-GAAP Financial Measures These slides contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of the registrant's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, Old National Bancorp has provided reconciliations within the slides, as necessary, of the non-GAAP financial measure to the most directly comparable GAAP financial measure. |
 6 Old National Bancorp to Acquire LSB Financial Corp. Expansion in Lafayette is a key part of ONB’s strategy. Consistent with ONB’s goal of transforming the franchise into higher growth markets Significantly enhances ONB’s presence in the strong college market with a #3 pro forma deposit market share ranking LSB (NASDAQ: LSBI), the largest bank headquartered in Lafayette, offers 5 branches and $312 million of deposits in Lafayette, Indiana, more than doubling ONB’s presence in the area. (1) Pending branches from UBMI transaction |
 7 1 Excluding Chicago-Naperville-Elgin IL-IN-WI, Cincinnati OH-KY-IN and Louisville/Jefferson County KY-IN MSAs 2 Tippecanoe county employment figures as of January 28, 2014 Using U.S. census data, SNL Financial FDIC Summary of Deposits data as of June 30, 2013 2 nd fastest household growth in Indiana 5 th most populated in Indiana 1 with 207k 8 th out of 184 in Forbes’ “2013 Best Small Places for Business and Careers” Recently selected by GE to house a $100 million jet engine assembly factory Top Employers 2 : – Purdue University – 15,612 – Subaru of Indiana – 3,700 – Wabash National – 3,323 Notable business operations in Lafayette Projected HHI & Pop. Change ’13-’18 Lafayette MSA Branches Deposits Mkt. Share 1 JPMorgan Chase & Co. 6 $541,594 20.1% 2 First Merchants Corp. 10 493,776 18.4% 3 Pro Forma 8 384,137 14.3% 3 Regions Financial Corp. 8 358,511 13.3% 4 LSB Financial Corp. 5 314,955 11.7% 5 Salin Bancshares Inc. 7 152,581 5.7% 6 Huntington Bancshares Inc. 3 131,237 4.9% 7 Lafayette Community Bancorp 4 130,852 4.9% 8 Farmers and Merchants Bancorp 2 96,173 3.6% 9 First Financial Bancorp. 4 93,126 3.5% 10 Fifth Third Bancorp 4 87,493 3.3% 11 Benton Financial Corp. 2 77,733 2.9% 12 Old National Bancorp 3 69,182 2.6% Market Total 70 2,690,656 Lafayette-West Lafayette, IN MSA 16.1% 19.2% 21.1% 23.6% 3.6% 2.8% 2.1% 4.6% US Midwest Indiana Lafayette HHI Pop. HHI Pop. HHI Pop. HHI Pop. |
 Bob Jones President and CEO Old National Bancorp |
 9 Transaction Highlights • 2.269 common shares 1 of ONB + $10.63 per share in cash (fixed) for each common share of LSBI • Approximately 75% stock / 25% cash • Assumes 3.6 million shares of ONB common stock issued • Expected to be immediately accretive in 2015 by approximately $7.5 million, or $.03 per share • Modest tangible book value dilution of approximately 2% expected at closing, inclusive of $8.2 million of pre-tax merger and acquisition charges • Projected capital ratios exceed “well-capitalized” guidelines • Expected to create goodwill and intangibles of approximately $43.0 million • No additional common equity raise necessary • Transaction anticipated to close mid to late 4Q14, subject to regulatory and LSBI shareholder approval and other customary closing conditions • Approximately 40% of non-interest expense, or $4.4 million on a pre-tax basis, expected to be fully achieved in 2015 1 The exchange ratio is subject to adjustment under certain circumstances as provided in the merger agreement. 2 Includes the in-the-money value of the outstanding stock options. 3 See Appendix for Non GAAP Reconciliation Modeling assumes merger and acquisition charges to be booked in 4Q14 Consideration Financial Impact Operating Efficiencies Capital Closing • Loan credit mark estimated at $11.7 million, or 4.5% of total gross loans • Loan interest rate mark estimated at $13.0 million, or 5.0% of total gross loans Loan Mark Deal Value • $41.67 per LSBI share, or approximately $66.7 million in the aggregate 2 , assuming an ONB price of $13.68 (closing price as of June 3, 2014) • 13.0x LTM earnings with cost savings • 158% price / tangible book value 3 (3/31/14) |
 10 Transaction Rationale Compelling Strategic Rationale • Meaningful extension in Lafayette that strengthens ONB’s overall Indiana footprint by reinforcing its high-quality markets • Adds 5 full-service branches with $312 million in deposits and $261 million in loans 2 • Further distances ONB from the $10B Durbin threshold with over $11.6B in pro forma assets at close • Well-defined, achievable operating efficiencies that drive enhanced operating leverage and profitability Financially Attractive • Allows Old National to prudently and accretively deploy excess capital, based upon conservative assumptions • Approximately $7.5 million, or $.03 per share, accretive to 2015 earnings • Tangible book value dilution of approximately 2% at closing • Tangible book value earn back period of approximately 5 years 3 (inclusive of acquisition costs) • Internal rate of return exceeds internal hurdle Low Risk Opportunity • Comprehensive due diligence completed, including extensive credit review • In-market transaction with an established and complementary customer base and business mix • Retention of key management members • Positive relationship with Lafayette management and board Financial data as of March 31, 2014, per SNL Financial and Company documents Modeling assumes merger and acquisition charges to be booked in 4Q14 Consideration of 2.269 common shares 1 of ONB + $10.63 per share in cash (fixed) for each common share of LSBI Implied Transaction value of approximately $41.67 per LSBI share and $66.7 million in the aggregate, assuming ONB price of $13.68 (closing price as of June 3, 2014) 1 The exchange ratio is subject to adjustment under certain circumstances as provided in the merger agreement. 2 Excludes loans held for sale 3 Defined as the number of years for pro forma TBV per share to exceed stand-alone projected TBV per share, inclusive of acquisition costs |
 11 Covering Durbin Anticipated 2015 earnings per share accretion from recent acquisitions 1 : Tower Financial Corp. $.08 to $.10 United Bancorp $.06 LSB Financial Corp. $.03 Durbin amendment expected to impact earnings $.04 to $.07 per share after- tax on an annualized basis Actual 2015 Durbin impact expected to impact earnings $.02 to $.04 per share after-tax (due to July 1 st , 2015 effective date) $.17 to $.19 cumulative accretion Our recent acquisitions are expected to cover our anticipated Durbin impact 1 Anticipated earnings accretion at each respective deal’s announcement date |
 12 Summary ONB has a proven track record of performance Last four bank deals met or exceeded expectations on expense saves, internal rate of return, earnings per share accretion, credit performance and tangible book value earn back Financially attractive – Meaningful earnings accretion expected while retaining strong capital position – Achievable cost saves expected – Revenue potential (not built into model) from Wealth Management and Insurance Efficient use of capital Integration experience and retention of key management minimizes execution risk Strategic fill-in of attractive Lafayette market expected to enhance franchise value |
 Old National Bancorp Thank You Q&A |
 Old National Bancorp Appendix |
 15 Returned to community bank model 2004 2005 Sold non- strategic market – Clarksville, TN – 5 branches 2006 Sold non- strategic market – O’Fallon, IL – 1 branch 2007 2008 2009 2010 2011 2012 2013 Acquired St. Joseph Capital – Entry into Northern IN market February, 2007 Acquired 65 Charter One branches throughout Indiana March, 2009 Acquired Monroe Bancorp – Enhanced Bloomington, IN presence January, 2011 Acquired IN Community – Entry into Columbus, IN September, 2012 FDIC-assisted acquisition of Integra Bank July, 2011 Sold non- strategic market – Chicago-area - 4 branches Consolidation of 21 branches Acquired 24 MI / IN branches July, 2013 Consolidation of 2 branches Consolidation of 8 branches Consolidation of 1 branch Consolidation of 10 branches Consolidation of 12 branches Consolidation of 44 branches Consolidation of 5 branches Sold 12 branches Consolidation of 22 branches Purchased 182 + 23 pending Sold 22 Consolidated 128 Acquired Tower Financial – Enhancing Ft. Wayne, IN presence April, 2014 Pending acquisition of United Bancorp – Entry into Ann Arbor, MI 2014 Consolidation of 3 branches Pending acquisition of LSB Financial Corp., Lafayette, IN Transforming Old National’s Landscape |
 16 2004 2014 16 Transforming Old National’s Landscape Pending UBMI and LSBI locations |
 17 - New markets since 2004 Per SNL Financial 2014 map includes pending UBMI locations Market MSA Population Adding Markets with Greater Populations 2004 Bloomington, IN 162,131 Kalamazoo, MI 328,709 South Bend, IN 319,575 Indianapolis, IN 1,913,665 >50k <50k Counties with Populations Columbus, IN 77,943 Ft. Wayne, IN 421,029 Lafayette, IN 205,437 Louisville, KY 1,247,256 Ann Arbor, MI 348,690 2014 |
  18 An Experienced Acquirer Partner Monroe Integra Bank Indiana community BofA - 24 Branches Tower Financial United Bancorp¹ Deal Type Traditional FDIC-Assisted Traditional Branch Deal Traditional Traditional Principal Geography Bloomington, IN Evansville, IN Columbus, IN / I-65 Corridor Southwest MI / Northern IN Fort Wayne, IN Ann Arbor, MI Purchase Price $84 NM $79 $23 $108 $173 Total Assets $838 $1,900 $985 $756 $681 $919 % Stock Consideration 100% NM 100% 0% 71% 80% Announce Date 10/6/2010 7/29/2011 1/25/2012 1/9/2013 9/10/2013 1/8/2014 Close Date 1/1/2011 7/29/2011 9/15/2012 7/12/2013 4/25/2014 Early 3Q14 Cost Saves 30% 75% 35% N/A 35% 32% Credit Mark 5.5% to 6.5% N/A 12.0% N/A 10.2% 8.6% Interest Rate Mark 3.0% N/A 4.4% N/A 3.8% 3.5% EPS Accretion (First Full Year) $.06 to $.07 $0.23 $.06 to $.08 $.03 to $.05 $.08 to $.10 $0.06 Deposit Premium 5.5% 1.0% 1.6% 2.9% 9.7% 13.0% At deal announcement date $ in millions 1 Anticipated closing early 3Q14 NM = Not Meaningful |
 19 MMDA & Sav. 30.7% Retail 33.3% Jumbo 5.6% Non-int. bearing 14.1% NOW & Trans. 16.2% MMDA & Sav. 73.2% Retail 10.3% Jumbo 3.8% Non-int. bearing 7.6% NOW & Trans. 5.1% 1-4 Family 35.5% Multifamily 2.1% CRE 19.7% C&D 2.8% Farm & Ag. 4.5% C&I 17.2% Cons. & Other 18.2% Balance Sheet Mix as of March 31, 2014 Old National LSBI Pro Forma Old National LSBI Pro Forma Per SNL Financial/company documents as of March 31, 2014, including Tower and pending United transactions 1-4 Family 35.9% Multifamily 2.8% CRE 20.0% C&D 2.8% Farm & Ag. 4.4% C&I 16.7% Cons. & Other 17.4% 1-4 Family 44.2% Multifamily 18.8% CRE 28.3% C&D 1.8% Farm & Ag. 2.5% C&I 4.0% Cons. & Other 0.4% MMDA & Sav. 71.7% Retail 11.1% Jumbo 3.8% Non-int. bearing 7.8% NOW & Trans. 5.5% |
 20 Estimated Merger and Acquisition Charges HR-related expenses $2.6 Processing and communication expense 3.8 Professional fees 1.0 Occupancy expense .4 Marketing .4 Total estimated merger and acquisition charges1 $8.2 $ in millions, pre-tax 1 Modeling assumes merger and acquisition charges to be booked in 4Q14 |
 21 Non GAAP Reconciliation Deal Price Per Share to LSBI’s TBV GAAP Shareholders’ Equity at March 31, 2014 $41,283 Deduct: Goodwill and Intangibles 0 Tangible Common Shareholders’ Equity 41,283 Common Shares Issued and Outstanding at Period End 1566.9 Tangible Common Book Value at March 31, 2014 $26.35 Deal Consideration Per Common Share $41.67 Price to Tangible Book Value 158% $ in millions Per SNL Financial based on LSBI company filings |
 22 ONB’s Peer Group 1st Source Corporation SRCE Heartland Financial USA, Inc. HTLF BancFirst Corporation BANF IBERIABANK Corporation IBKC BancorpSouth, Inc. BXS MB Financial, Inc. MBFI Bank of Hawaii Corporation BOH Park National Corporation PRK Chemical Financial Corporation CHFC Pinnacle Financial Partners, Inc. PNFP Commerce Bancshares, Inc. CBSH Prosperity Bancshares, Inc. PB Cullen/Frost Bankers, Inc. CFR Renasant Corp. RNST F.N.B. Corporation FNB S&T Bancorp, Inc. STBA First Commonwealth Financial Corporation FCF Susquehanna Bancshares, Inc. SUSQ First Financial Bancorp. FFBC Trustmark Corporation TRMK First Interstate BancSystem, Inc. FIBK UMB Financial Corporation UMBF First Merchants Corporation FRME United Bankshares, Inc. UBSI First Midwest Bancorp, Inc. FMBI Valley National Bancorp VLY FirstMerit Corporation FMER WesBanco, Inc. WSBC Fulton Financial FULT Wintrust Financial Corporation WTFC Glacier Bancorp, Inc. GBCI Like-size, publicly-traded financial services companies, generally in the Midwest, serving comparable demographics with comparable services as ONB |
 23 Old National Investor Relations Contact Additional information can be found on the Investor Relations web pages at www.oldnational.com Investor Inquiries: Lynell J. Walton, CPA SVP – Director of Investor Relations 812-464-1366 lynell.walton@oldnational.com |