Wintrust Financial Corporation Announces Pricing of $296.2 Million Aggregate Underwritten Public Offerings of Common Stock and T
December 07 2010 - 9:49AM
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 Wintrust's 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 O'Neill + Partners, L.P. and
Wells Fargo Securities are acting as co-managers for the tangible
equity unit offering. BofA Merrill Lynch and Sandler O'Neill +
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 O'Neill + 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. Wintrust's 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 Wintrust's preliminary prospectus supplements dated
December 6, 2010, Wintrust's Annual Report or Form 10-K for the
most recently ended fiscal year and in Wintrust's 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.
CONTACT: Edward J. Wehmer, President & Chief Executive Officer
David A. Dykstra, Senior Executive Vice President
& Chief Operating Officer
(847) 615-4096
www.wintrust.com
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