-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D5eyyMkIr7AQBgXoM9PXAq/HVbLca54140PKXQD3cInv0jlyWYxJGD/X4dg5rXhb +VJrV/Xlg8oBoOG76l/bXw== 0000950123-10-074576.txt : 20100809 0000950123-10-074576.hdr.sgml : 20100809 20100809060138 ACCESSION NUMBER: 0000950123-10-074576 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100806 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100809 DATE AS OF CHANGE: 20100809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINTRUST FINANCIAL CORP CENTRAL INDEX KEY: 0001015328 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363873352 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21923 FILM NUMBER: 10999850 BUSINESS ADDRESS: STREET 1: 727 N BANK LANE CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8476154096 MAIL ADDRESS: STREET 1: 727 N BANK LN CITY: LAKE FOREST STATE: IL ZIP: 60045 8-K 1 c59604e8vk.htm FORM 8-K e8vk
 
 
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): August 6, 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 7.01.   Regulation FD Disclosure.
On August 6, 2010, Wintrust Financial Corporation issued a press release announcing that it had acquired certain assets and assumed certain liabilities of Ravenswood Bank in an FDIC-assisted transaction. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits
         
Exhibit No.   Description
  99.1    
Press Release dated August 6, 2010

 


 

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.
         
  WINTRUST FINANCIAL CORPORATION
(Registrant)
 
 
  By:   /s/ David A. Dykstra    
    David A. Dykstra   
    Senior Executive Vice President and Chief Operating Officer   
 
Date: August 9, 2010

 


 

INDEX TO EXHIBITS
         
Exhibit No.   Description
  99.1    
Press Release dated August 6, 2010

 

EX-99.1 2 c59604exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
Wintrust Financial Corporation
727 North Bank Lane, Lake Forest, Illinois 60045
News Release
     
FOR IMMEDIATE RELEASE   August 6, 2010          
FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President & Chief Executive Officer
David A. Dykstra, Senior Executive Vice President & Chief Operating Officer
(847) 615-4096
Web site address: www.wintrust.com
Wintrust Financial Corporation Acquires Ravenswood Bank
in FDIC-Assisted Transaction
LAKE FOREST, Ill., August 6, 2010 — Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) today announced that its wholly-owned subsidiary bank, Northbrook Bank and Trust Company (“Northbrook”), has acquired certain assets and liabilities and the banking operations of Ravenswood Bank (“Ravenswood”) in an FDIC-assisted transaction. Ravenswood operates one location in Chicago, Illinois and one in Mount Prospect, Illinois and had approximately $211 million in total loans and $269 million in total deposits as of June 30, 2010. Northbrook acquired approximately $190 million of assets (subject to final adjustments) at a discount of approximately 12.6% and assumed approximately $120 million of non-brokered deposits of Ravenswood at a premium of approximately 0.9%. In connection with the acquisition, Northbrook entered into a loss sharing agreement with the FDIC. Under the loss-sharing agreement, Northbrook will share in losses and the FDIC will cover 80% of the losses of certain loans and foreclosed real estate at Ravenswood.
     “This transaction further complements our strategy of expansion into the city of Chicago and adds a suburban location in Mount Prospect, a market in which we previously did not have a

 


 

physical presence. The Company now has five locations on the north-side of Chicago as a result of this acquisition and the previous FDIC-assisted acquisition of Lincoln Park Savings Bank in April of this year,” said Edward J. Wehmer, President and CEO of Wintrust. “We look forward to serving Ravenswood Bank customers with our model of community banking and high levels of customer service.” Mr. Wehmer continued to note “we believe this transaction will be accretive to Wintrust’s net income and earnings per share.”
     Both locations of Ravenswood will reopen on Saturday, August 7, 2010 and operate as branches of Northbrook. Depositors of Ravenswood will continue to have full access to their deposits, including through online banking, ATM or debit cards, and checks. Customers should continue to bank as usual.
Value Appreciation Instrument
     In conjunction with the acquisition of Ravenswood, Wintrust provided the FDIC with a Value Appreciation Instrument (“VAI”) whereby 125,000 units were awarded to the FDIC at an exercise price of $33.00 per unit. The units are exercisable at any time from August 6, 2010 until February 2, 2011. If the FDIC exercises the units, Wintrust will be required to pay the FDIC an amount in cash equal to the volume weighted average price of Wintrust common stock over the two trading days immediately prior to the exercise date minus the exercise price, but in no case greater than $8.00 per unit.
About Wintrust
Wintrust is a financial holding company with assets in excess of $13 billion whose common stock is traded on the Nasdaq Stock 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 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 discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and in any of the Company’s subsequent SEC filings. Forward-looking statements speak only as of the date made and Wintrust undertakes no duty to update the information.
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