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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)
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Illinois
(State or other jurisdiction of
Incorporation)
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0-21923
(Commission File Number)
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36-3873352 (I.R.S. Employer Identification No.) |
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727 North Bank Lane
Lake Forest, Illinois
(Address of principal executive
offices)
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60045
(Zip Code) |
Registrants 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 Wintrusts
participation in Treasurys 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.
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Exhibit No. |
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Description |
10.1
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Letter Agreement, dated as of December 22, 2010,
between Wintrust Financial Corporation and the
United Stated Department of the Treasury |
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99.1
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Press Release dated December 22, 2010 |
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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 managements 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 Companys Annual Report on Form 10-K for
the year ended December 31, 2009, Part II, Item 1A of the Companys Quarterly Reports on Form 10-Q
for the quarters ended June 30, 2010 and September 30, 2010 and in any of the Companys 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 Companys 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 managements 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 Companys 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:
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negative economic conditions that adversely affect the economy, housing prices, the job market and
other factors that may affect the Companys liquidity and the performance of its loan portfolios,
particularly in the markets in which it operates; |
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the extent of defaults and losses on the Companys loan portfolio, which may require further
increases in its allowance for credit losses; |
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estimates of fair value of certain of the Companys assets and liabilities, which could change in
value significantly from period to period; |
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changes in the level and volatility of interest rates, the capital markets and other market indices
that may affect, among other things, the Companys liquidity and the value of its assets and
liabilities; |
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a decrease in the Companys regulatory capital ratios, including as a result of further declines in
the value of its loan portfolios, or otherwise; |
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effects resulting from the Companys 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; |
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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; |
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legislative or regulatory changes, particularly changes in regulation of financial services
companies and/or the products and services offered by financial services companies; |
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increases in the Companys Federal Deposit Insurance Corporation (FDIC) insurance premiums, or the
collection of special assessments by the FDIC; |
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competitive pressures in the financial services business which may affect the pricing of the
Companys loan and deposit products as well as its services (including wealth management services); |
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delinquencies or fraud with respect to the Companys premium finance business; |
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the Companys ability to comply with covenants under its securitization facility and credit facility; |
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credit downgrades among commercial and life insurance providers that could negatively affect the
value of collateral securing the Companys premium finance loans; |
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any negative perception of the Companys reputation or financial strength; |
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the loss of customers as a result of technological changes allowing consumers to complete their
financial transactions without the use of a bank; |
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the ability of the Company to attract and retain senior management experienced in the banking and
financial services industries; |
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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; |
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unexpected difficulties or unanticipated developments related to the Companys 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; |
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changes in accounting standards, rules and interpretations and the impact on the Corporations
financial statements; |
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significant litigation involving the Company; and |
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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.
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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.
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WINTRUST FINANCIAL
CORPORATION
(Registrant)
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By: |
/s/ David A. Dykstra
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David A. Dykstra |
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Senior Executive Vice President and
Chief Operating Officer |
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Date: December 22, 2010
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Exhibit Index
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Exhibit No. |
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Description |
10.1
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Letter Agreement, dated as of December 22, 2010,
between Wintrust Financial Corporation and the
United Stated Department of the Treasury |
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99.1
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Press Release dated December 22, 2010 |
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