UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2010

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Illinois (State or other jurisdiction of Incorporation)		0-21923 (Commission File Number)		36-3873352 (I.R.S. Employer Identification No.)

727 North Bank Lane Lake Forest, Illinois (Address of principal executive offices)				60045 (Zip Code)

Registrant’s telephone number, including area code (847) 615-4096

Not Applicable

(Former name or former address, if changed since last year)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01. Entry into a Material Definitive Agreement.

     On December 22, 2010, Wintrust Financial Corporation (“Wintrust”) entered into a letter agreement (the “Letter Agreement”), dated as of December 22, 2010, between Wintrust and the United States Department of the Treasury (“Treasury”). Pursuant to the Letter Agreement, Wintrust repurchased from Treasury all 250,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Preferred Stock”), which were sold to Treasury in connection with Wintrust’s participation in Treasury’s Capital Purchase Program (the “CPP”). Wintrust paid a purchase price of $251,284,722.22 for the Preferred Stock, which included $1,284,722.22 in respect of accrued and unpaid dividends on the Preferred Stock.

Item 7.01. Regulation FD Disclosure.

     On December 22, 2010, Wintrust issued a press release regarding its repurchase of the Preferred Stock. Pursuant to Regulation FD, Wintrust is hereby furnishing the press release as Exhibit 99.1, which is incorporated by reference into this Item 7.01. This information is being “furnished” to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.		Description
10.1		Letter Agreement, dated as of December 22, 2010, between Wintrust Financial Corporation and the United Stated Department of the Treasury
99.1		Press Release dated December 22, 2010

FORWARD-LOOKING STATEMENTS

     This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws. Forward-looking information can be identified through the use of words such as “intend,” “plan,” “project,” “expect,” “anticipate,” “believe,” “estimate,” “contemplate,” “possible,” “point,” “will,” “may,” “should,” “would” and “could.” Forward-looking statements and information are not historical facts, are premised on many factors and assumptions, and represent only management’s expectations, estimates and projections regarding future events. Similarly, these statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict, which may include, but are not limited to, those listed below and the Risk Factors discussed under Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, Part II, Item 1A of the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2010 and September 30, 2010 and in any of the Company’s subsequent SEC filings. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. Such forward-looking statements may be deemed to include, among other things, statements relating to the Company’s future financial performance, the performance of its loan portfolio, the expected amount of future credit reserves and charge-offs, delinquency trends, growth plans, regulatory developments, securities that the Company may offer from time to time, and management’s long-term performance goals, as well as statements relating to the anticipated effects on financial condition and results of operations from expected developments or events, the Company’s business and growth strategies, including future acquisitions of banks, specialty finance or wealth management businesses, internal growth and plans to form additional de novo banks or branch offices. Actual results could differ materially from those addressed in the forward-looking statements as a result of numerous factors, including the following:

	•		negative economic conditions that adversely affect the economy, housing prices, the job market and other factors that may affect the Company’s liquidity and the performance of its loan portfolios, particularly in the markets in which it operates;
	•		the extent of defaults and losses on the Company’s loan portfolio, which may require further increases in its allowance for credit losses;
	•		estimates of fair value of certain of the Company’s assets and liabilities, which could change in value significantly from period to period;
	•		changes in the level and volatility of interest rates, the capital markets and other market indices that may affect, among other things, the Company’s liquidity and the value of its assets and liabilities;
	•		a decrease in the Company’s regulatory capital ratios, including as a result of further declines in the value of its loan portfolios, or otherwise;
	•		effects resulting from the Company’s participation in the Capital Purchase Program, including restrictions on dividends and executive compensation practices, as well as any future restrictions that may become applicable to the Company;
	•		increased costs of compliance, heightened regulatory capital requirements and other risks associated with changes in regulation and the current regulatory environment, including the requirements of the Basel II and III capital regimes and the Dodd-Frank Wall Street Reform and Consumer Protection Act;
	•		legislative or regulatory changes, particularly changes in regulation of financial services companies and/or the products and services offered by financial services companies;
	•		increases in the Company’s Federal Deposit Insurance Corporation (“FDIC”) insurance premiums, or the collection of special assessments by the FDIC;
	•		competitive pressures in the financial services business which may affect the pricing of the Company’s loan and deposit products as well as its services (including wealth management services);

	•		delinquencies or fraud with respect to the Company’s premium finance business;
	•		the Company’s ability to comply with covenants under its securitization facility and credit facility;
	•		credit downgrades among commercial and life insurance providers that could negatively affect the value of collateral securing the Company’s premium finance loans;
	•		any negative perception of the Company’s reputation or financial strength;
	•		the loss of customers as a result of technological changes allowing consumers to complete their financial transactions without the use of a bank;
	•		the ability of the Company to attract and retain senior management experienced in the banking and financial services industries;
	•		failure to identify and complete favorable acquisitions in the future, or unexpected difficulties or developments related to the integration of recent or future acquisitions, including with respect to any FDIC-assisted acquisitions;
	•		unexpected difficulties or unanticipated developments related to the Company’s strategy of de novo bank formations and openings, which typically require over 13 months of operations before becoming profitable due to the impact of organizational and overhead expenses, the startup phase of generating deposits and the time lag typically involved in redeploying deposits into attractively priced loans and other higher yielding earning assets;
	•		changes in accounting standards, rules and interpretations and the impact on the Corporation’s financial statements;
	•		significant litigation involving the Company; and
	•		the ability of the Company to receive dividends from its subsidiaries.

          Therefore, there can be no assurances that future actual results will correspond to these forward-looking statements. The reader is cautioned not to place undue reliance on any forward-looking statement made by or on behalf of Wintrust. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made. Persons are advised, however, to consult further disclosures management makes on related subjects in its reports filed with the Securities and Exchange Commission and in its press releases.

Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 22, 2010

Exhibit Index

Exhibit No.		Description
10.1		Letter Agreement, dated as of December 22, 2010, between Wintrust Financial Corporation and the United Stated Department of the Treasury
99.1		Press Release dated December 22, 2010