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S-4 S-4 EX-FILING FEES 0000707179 OLD NATIONAL BANCORP /IN/ 0000707179 2025-01-14 2025-01-14 0000707179 1 2025-01-14 2025-01-14 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

OLD NATIONAL BANCORP /IN/

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, no par value Other 50,184,000 $ 1,201,320,000.00 0.0001531 $ 183,922.09
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 1,201,320,000.00

$ 183,922.09

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 183,922.09

Offering Note

1

The amount in the "Amount Registered" column represents the estimated maximum number of shares of common stock, no par value, of Old National Bancorp ("Old National" and such shares, the "Old National common stock") to be issued upon the completion of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 25, 2024, by and among Bremer Financial Corporation ("Bremer"), Old National and ONB Merger Sub, Inc. (as may be amended, the "merger agreement" and such transactions contemplated thereby, the "mergers") and is based upon the product of (x) the maximum number of shares of Class A common stock, no par value per share ("Bremer Class A Common Stock"), and Bremer Class B common stock, no par value per share ("Bremer Class B Common Stock", and together with the Bremer Class A Common Stock, the "Bremer Common Stock"), outstanding as of January 10, 2025 or issuable or that may be assumed or exchanged in connection with the mergers, collectively equal to 12,000,000, multiplied by (y) the exchange ratio of 4.182 shares of Old National common stock for each share of Bremer Common Stock. The amount in the "Maximum Aggregate Offering Price" column is estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and calculated pursuant to Rule 457(f)(2) and Rule 457(f)(3) promulgated thereunder. Bremer is a private company and no market exists for Bremer Common Stock. The proposed maximum aggregate offering price is equal to (a) the product of (x) $126.33, the book value of shares of Bremer Common Stock as of September 30, 2024, and (y) 12,000,000, the estimated maximum number of shares of Bremer Common Stock that may be converted into the securities being registered less (b) $314,640,000, the aggregate amount of cash to be paid by Old National in exchange for the cancellation of such shares of Bremer Common Stock.