- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
December 07 2010 - 2:05PM
Edgar (US Regulatory)
Issuer
Free Writing Prospectus
Filed pursuant to Rule 433
Registration
No. 333-165166
December 7, 2010
7.50% tangible equity units
(the Tangible Equity Units Offering)
The information in this pricing term sheet relates only to the Tangible Equity Units Offering and
the concurrent offering of Wintrust Financial Corporations common stock (the Common Stock
Offering) and should be read together with (i) the preliminary prospectus supplements dated
December 6, 2010 relating to the Tangible Equity Units Offering and the Common Stock Offering,
including the documents incorporated by reference therein and (ii) the base prospectus dated March
3, 2010, each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
Registration Statement No. 333- 165166. Terms used but not defined herein have the meanings
ascribed to them in the applicable preliminary prospectus supplement.
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Company:
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Wintrust Financial Corporation
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NASDAQ Global Select Market Symbol:
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WTFC
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Trade Date:
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December 7, 2010
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Closing Price on December 6, 2010:
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$32.23
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Settlement Date:
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December 10, 2010
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Tangible Equity Unit Offering
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Title of Securities:
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Tangible Equity Units
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Stated Amount:
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Each Tangible Equity Unit has a stated amount of $50
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Number of Tangible Equity Units Offered:
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4,000,000 (or 4,600,000 if the underwriter
exercises its over-allotment option to purchase up
to 600,000 additional Tangible Equity Units in
full)
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Composition of Tangible Equity Units:
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Each Tangible Equity Unit is a unit composed of a
prepaid stock purchase contract (each, a Purchase
Contract) and a junior subordinated amortizing
note issued by the Company (each, an Amortizing
Note), which has an initial principal amount of
$9.728182 per Amortizing Note, bears interest at a
rate of 9.50% per annum and has a scheduled final
installment payment date of December 15, 2013.
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Aggregate Principal Amount of Amortizing Notes:
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$38,912,728
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Reference Price:
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$30.00 (which is the Common Stock Public Offering
Price)
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Threshold Appreciation Price:
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$37.50 (which represents appreciation of
approximately 25.0% over the Reference Price)
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Initial Minimum Settlement Rate:
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1.3333 shares of the Companys common stock
(subject to adjustment)
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Initial Maximum Settlement Rate:
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1.6666 shares of the Companys common stock
(subject to adjustment)
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Payments on the Amortizing Notes:
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The Amortizing Notes will pay holders quarterly
installments per Amortizing Note in the amounts and
at the times as set forth on the below amortization
schedule, which in the aggregate will be equivalent
to a 7.50% cash payment per year with respect to
each $50 Stated Amount of Tangible Equity Unit.
Each installment will constitute a payment of
interest (at a rate of 9.50% per annum) and a
partial repayment of principal on the Amortizing
Note, allocated as set forth
on the following
amortization schedule:
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Scheduled Installment Payment Date
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Amount of Principal
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Amount of Interest
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March 15, 2011
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$
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0.745703
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$
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0.243880
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June 15, 2011
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$
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0.724166
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$
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0.213334
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September 15, 2011
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$
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0.741365
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$
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0.196135
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December 15, 2011
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$
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0.758973
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$
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0.178527
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March 15, 2012
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$
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0.776998
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$
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0.160502
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June 15, 2012
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$
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0.795452
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$
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0.142048
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September 15, 2012
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$
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0.814344
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$
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0.123156
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December 15, 2012
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$
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0.833684
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$
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0.103816
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March 15, 2013
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$
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0.853484
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$
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0.084016
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June 15, 2013
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$
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0.873755
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$
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0.063745
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September 15, 2013
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$
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0.894506
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$
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0.042994
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December 15, 2013
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$
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0.915751
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$
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0.021749
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For the avoidance of doubt and notwithstanding
anything to the contrary in the preliminary
prospectus supplement for the Tangible Equity
Units, the first installment payment for the
Amortizing Notes, payable on March 15, 2011, shall
be equal to $0.989583 per Amortizing Note.
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Tangible Equity Unit Public Offering Price:
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$50 per Tangible Equity Unit / $200.0 million total
(excluding the underwriters over-allotment option
to purchase from the Company up to 600,000
additional Tangible Equity Units).
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Estimated Net Proceeds to the Company from the
Tangible Equity Units Offering:
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The net proceeds from the sale of Tangible Equity
Units in the Tangible Equity Unit Offering will be
$194.0 million (or approximately $223.1 million if
the underwriter exercises its over-allotment option
to purchase up to 600,000 additional Tangible
Equity Units in full), after deducting the
underwriters discount payable by the Company but
before offering expenses payable by the Company.
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CUSIP for the Tangible Equity Units:
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97650W 207
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ISIN for the Tangible Equity Units:
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US97650W2070
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CUSIP for the Purchase Contracts:
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97650W 140
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ISIN for the Purchase Contracts:
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US97650W1403
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CUSIP for the Amortizing Notes:
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97650W AE8
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ISIN for the Amortizing Notes:
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US97650WAE84
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Fair Market Value of Tangible Equity Units:
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The Company has determined that the fair market
value of each Amortizing Note is $9.728182 and the
fair market value of each Purchase Contact is
$40.271818.
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Early Settlement Upon a Fundamental Change:
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The following table sets forth the fundamental
change early settlement rate per Purchase Contract
for each stock price and effective date set forth
below:
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Effective Date
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December 10,
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December 15,
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December 15,
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December 15,
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Stock Price
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2010
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2011
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2012
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2013
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$10.00
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1.5036
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1.5719
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1.6282
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1.6666
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$12.50
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1.4843
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1.5580
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1.6270
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1.6666
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$15.00
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1.4586
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1.5342
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1.6158
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1.6666
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$17.50
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1.4320
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1.5056
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1.5952
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1.6666
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$20.00
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1.4073
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1.4761
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1.5671
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1.6666
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$22.50
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1.3854
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1.4480
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1.5346
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1.6666
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$25.00
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1.3669
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1.4227
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1.5009
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1.6666
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$27.50
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1.3515
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1.4007
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1.4686
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1.6666
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$30.00
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1.3390
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1.3820
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1.4394
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1.6666
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$32.50
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1.3289
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1.3666
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1.4141
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1.5384
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$35.00
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1.3209
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1.3541
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1.3931
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1.4285
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$37.50
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1.3148
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1.3441
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1.3761
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1.3333
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$40.00
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1.3100
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1.3362
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1.3627
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1.3333
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$42.50
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1.3064
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1.3300
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1.3523
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1.3333
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$45.00
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1.3038
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1.3253
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1.3445
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1.3333
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$47.50
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1.3020
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1.3217
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1.3387
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1.3333
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$50.00
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1.3007
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1.3191
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1.3345
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1.3333
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The exact stock prices and effective dates may not be set forth in the table above, in which case:
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if the stock price is between two stock prices in the table or the
effective date is between two effective dates in the table, the
fundamental change early settlement rate will be determined by a
straight-line interpolation between the number of shares set forth for
the higher and lower stock prices and the earlier and later effective
dates, as applicable, based on a 365-day year;
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if the stock price is greater than $50.00 per share (subject to
adjustment in the same manner as the stock prices set forth in the
table above), the fundamental change early settlement rate will be the
Minimum Settlement Rate; or
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if the stock price is less than $10.00 per share (subject to
adjustment in the same manner as the stock prices set forth in the
table above), the minimum stock price, the fundamental change early
settlement rate will be determined as if the stock price equaled the
minimum stock price, and using straight line interpolation, as
described in the first bullet of this paragraph, if the effective date
is between two dates in the table.
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The maximum number of shares of Common Stock deliverable under a Purchase Contract is 1.6666,
subject to adjustment in the same manner as the fixed settlement rates as set forth in the
preliminary prospectus under Description of the Purchase ContractsAdjustments to the Fixed
Settlement Rates.
Concurrent Common Stock Offering
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Title of Securities:
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Common stock, no par value of the Company
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Shares Offered:
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3,205,128 (or a total of 3,685,897 if
the underwriters exercise their
over-allotment option to purchase up to
480,769 additional shares of the
Companys common stock in full).
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Common Stock Public Offering Price:
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$30.00 per share / $96.2 million total
(excluding the underwriters
over-allotment option to purchase from
the Company up to 480,769 additional
shares of the Companys common stock).
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Estimated Net Proceeds to the
Company from the Common Stock
Offering:
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The net proceeds from the sale of common
stock in the Common Stock Offering will
be approximately $91.3 million (or
approximately $105.0 million if the
underwriters exercise their
over-allotment option to purchase up to
480,769 additional shares of the
Companys common stock in full), after
deducting the underwriters discount
payable by the Company but before the
Companys offering expenses.
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Wintrust Financial Corporation has filed a registration statement (including a prospectus) with the
Securities and Exchange Commission for the Common Stock Offering and Tangible Equity Unit Offering.
Before you invest, you should read the prospectus in that registration statement, the applicable
prospectus supplement and other documents Wintrust has filed with the SEC for more complete
information about Wintrust and these offerings. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, Wintrust, any underwriter or any dealer
participating in the offerings will arrange to send you the prospectus if you request it by calling
toll-free 1-800-294-1322.
Any disclaimers or other notices that may appear below are not applicable to this communication and
should be disregarded. Such disclaimers or other notices were automatically generated as a result
of this communication being sent via Bloomberg or another email system.
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