WTFC Wintrust Financial Corporation

Wintrust Financial Corporation ("Wintrust" or the "Company") (Nasdaq:WTFC) today announced the pricing of 110,000 shares, or $110,000,000 aggregate liquidation preference, of Non-Cumulative Perpetual Convertible Preferred Stock, Series C ("Preferred Stock"). Wintrust has granted the underwriters a 30-day option to purchase up to an additional 16,500 shares, or $16,500,000 aggregate liquidation preference, of Preferred Stock to cover over-allotments, if any. 

Wintrust intends to use the net proceeds for general corporate purposes, which may include, without limitation, investments at the holding company level, providing capital to support our growth, acquisitions or other business combinations, including FDIC-assisted acquisitions, and reducing or refinancing existing debt. 

Dividends will be payable on the Preferred Stock when, as, and if, declared by Wintrust's Board of Directors on a non-cumulative basis quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on April 15, 2012 at a rate of 5.00% per year on the liquidation preference of $1,000 per share.

The holders of the Preferred Stock will have the right at any time to convert each share of Preferred Stock into 24.3132 shares of Wintrust common stock, which represents an initial conversion price of $41.13 per share of Wintrust common stock, plus cash in lieu of fractional shares. The initial conversion price represents a 17.5% conversion premium to the volume-weighted average price of Wintrust common stock on March 13, 2012 of approximately $35.00 per share. The conversion rate, and thus the conversion price, will be subject to adjustment under certain circumstances. On or after April 15, 2017, Wintrust will have the right under certain circumstances to cause the Preferred Stock to be converted into shares of Wintrust common stock, plus cash in lieu of fractional shares.

RBC Capital Markets and BofA Merrill Lynch are acting as joint book-running managers and Sandler O'Neill + Partners, L.P. and Wells Fargo Securities are acting as co-managers for the 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 will only be made by means of a prospectus and a related prospectus supplement, copies of which may be obtained from: RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, New York 10281, Telephone: (877) 822-4089 or BofA Merrill Lynch, 4 World Financial Center, New York, New York 10080, Attn: Prospectus Department or email dg.prospectus_requests@baml.com.

About Wintrust

Wintrust is a financial holding company with assets of approximately $16 billion whose common stock is traded on the NASDAQ Global Select Market. Wintrust operates fifteen community banks that provide a full complement of commercial and consumer loan and deposit products and services through approximately 100 banking facilities in the Chicago and Milwaukee metropolitan areas. Wintrust also provides brokerage, trust and investment services to customers primarily in the Midwest, as well as customers of the banks, and provides services in mortgage banking, insurance premium financing and several specialty-lending niches.

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 supplement dated March 13, 2012, and Wintrust's Annual Report on Form 10-K for the most recently ended fiscal year. 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