Attached files
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8-K - FORM 8-K - WINTRUST FINANCIAL CORP | c61732e8vk.htm |
EX-1.2 - EX-1.2 - WINTRUST FINANCIAL CORP | c61732exv1w2.htm |
EX-1.1 - EX-1.1 - WINTRUST FINANCIAL CORP | c61732exv1w1.htm |
EX-4.1 - EX-4.1 - WINTRUST FINANCIAL CORP | c61732exv4w1.htm |
EX-5.2 - EX-5.2 - WINTRUST FINANCIAL CORP | c61732exv5w2.htm |
EX-4.2 - EX-4.2 - WINTRUST FINANCIAL CORP | c61732exv4w2.htm |
EX-4.3 - EX-4.3 - WINTRUST FINANCIAL CORP | c61732exv4w3.htm |
EX-5.1 - EX-5.1 - WINTRUST FINANCIAL CORP | c61732exv5w1.htm |
EX-99.2 - EX-99.2 - WINTRUST FINANCIAL CORP | c61732exv99w2.htm |
Exhibit 99.1
Wintrust Financial Corporation Announces Pricing of $296.2 Million Aggregate
Underwritten Public Offerings of Common Stock and Tangible Equity Units
LAKE FOREST, Ill., Dec 7, 2010 (GlobeNewswire via COMTEX)
Wintrust Financial Corporation (Wintrust or the Company) (Nasdaq:WTFC)
today announced the pricing of 3,205,128 shares of common stock and 4,000,000 million
tangible equity units, with a stated amount per unit of $50. The common stock priced
at $30.00 per share, generating net proceeds of approximately $91.1 million. The
tangible equity units priced at $50 each, generating net proceeds of approximately
$193.6 million. Wintrust has granted the underwriters 30-day options to purchase up
to an additional 480,769 shares of common stock and 600,000 tangible equity units,
each to be offered to cover over-allotments, if any.
Each tangible equity unit is composed of a prepaid stock purchase contract and a
junior subordinated amortizing note. Each stock purchase contract has a settlement
date of December 15, 2013 and will settle for between 1.3333 shares and 1.6666 shares
of Wintrust common stock, subject to adjustment as described in the final prospectus
relating to the tangible equity unit offering. The amortizing notes will pay equal
quarterly installments of $0.94 per amortizing note other than the first installment
payment which will be $0.99 per amortizing note. The payments in the aggregate will be
equivalent to a 7.5% cash payment per year with respect to each $50 stated amount of
tangible equity units, and the amortizing notes have a final scheduled installment
payment of December 15, 2013. Wintrust has the right to defer installment payments on
the amortizing notes at any time and from time to time but not beyond December 15,
2015.
Subject to approval by Wintrusts regulators, Wintrust intends to use the net proceeds
from the offerings to redeem all of the shares of its Fixed Rate Cumulative Preferred
Perpetual Preferred Stock, Series B, which was issued and sold to the U.S. Treasury
under its Capital Purchase Program. Wintrust will use any excess proceeds for general
corporate purposes. If Wintrust is unable to redeem the Series B Preferred Stock, it
intends to use the net proceeds of the offerings for general corporate purposes.
BofA Merrill Lynch is acting as sole book-running manager and RBC Capital Markets,
LLC, Sandler ONeill + Partners, L.P. and Wells Fargo Securities are acting as
co-managers for the tangible equity unit offering. BofA Merrill Lynch and Sandler
ONeill + Partners, L.P. are acting as joint book-running managers and RBC Capital
Markets, LLC and Wells Fargo Securities are acting as co-managers for the common
stock offering.
This press release shall not constitute an offer to sell or the solicitation of any
offer to buy any securities, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. The
offering of the tangible equity units will only be made by means of a prospectus and a
related prospectus supplement, copies of which may be obtained from BofA Merrill
Lynch, Four World Financial Center, New York, New York 10080, Attn: Preliminary
Prospectus Department or email dg.prospectus_requests@baml.com. The offering of the
common stock will only be made by means of a separate prospectus and a related
prospectus supplement, copies of which may be obtained from BofA Merrill Lynch at the
address above or Sandler ONeill + Partners, L.P., 919 Third Avenue, 6th Floor, New
York, New York 10022 or by calling (866) 805-4125.
About Wintrust
Wintrust is a financial holding company with assets in excess of $14 billion whose
common stock is traded on the NASDAQ Global Select Market (Nasdaq:WTFC). Wintrust
operates fifteen community bank subsidiaries that are located in the greater Chicago
and Milwaukee market areas. Additionally, the Company operates various non-bank
subsidiaries including one of the largest commercial insurance premium finance
companies operating in the United States, a company providing short-term accounts
receivable financing and value-added out-sourced administrative services to the
temporary staffing services industry, companies engaging primarily in the origination
and purchase of residential mortgages for sale into the secondary market throughout
the United States, and companies providing wealth management services including
broker-dealer, money management services, advisory services, and trust and estate
services. Currently, Wintrust operates more than 85 banking offices.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the
federal securities laws. Investors are cautioned that such statements are predictions
and that actual events or results may differ materially. Wintrusts expected financial
results or other plans are subject to a number of risks and uncertainties. For a
discussion of such risks and uncertainties, which could cause actual results to differ
from those contained in the forward-looking statements, see Risk Factors and the
forward-looking statement disclosure contained in each of Wintrusts preliminary
prospectus supplements dated December 6, 2010, Wintrusts Annual Report or Form 10-K
for the most recently ended fiscal year and in Wintrusts subsequent Quarterly Reports
on Form 10-Q. Forward-looking statements speak only as of the date made and Wintrust
undertakes no duty to update the information.
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: Wintrust Financial Corporation
CONTACT: Edward J. Wehmer, President & Chief Executive Officer
David A. Dykstra, Senior Executive Vice President
& Chief Operating Officer
(847) 615-4096
www.wintrust.com
David A. Dykstra, Senior Executive Vice President
& Chief Operating Officer
(847) 615-4096
www.wintrust.com
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
Statements in this press release regarding Wintrust Financial Corp.s business which
are not historical facts are forward-looking statements that involve risks and
uncertainties. For a discussion of such risks and uncertainties, which could cause
actual results to differ from those contained in the forward-looking statements, see
Risk Factors in the Companys Annual Report or Form 10-K for the most recently
ended fiscal year.