Item 8.01. Other Events.
On May 15, 2020, Wintrust Financial Corporation (the "Company") completed its
previously disclosed public offering of 11,500,000 depositary shares (the
"Depositary Shares"), each representing a 1/1,000th interest in a share of the
Company's 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock,
Series E, no par value per share (the "Series E Preferred Stock"), with a
liquidation preference of $25,000 per share (equivalent to $25.00 per Depositary
Share). The Depositary Shares were issued pursuant to an Underwriting Agreement,
dated as of May 6, 2020 (the "Underwriting Agreement"), between the Company and
RBC Capital Markets, LLC, as representative of the several underwriters named in
Schedule A thereto (the "Underwriters"). The 11,500,000 Depositary Shares issued
included 1,500,000 Depositary Shares being issued pursuant to the Underwriters'
exercise in full of their over-allotment option pursuant to the Underwriting
Agreement.
Holders of the Depositary Shares will be entitled to all proportional rights and
preferences of the Series E Preferred Stock (including, dividend, voting,
redemption and liquidation rights). Reference is hereby made to Item 3.03 of the
Company's Current Report on Form 8-K filed on May 8, 2020 for a description of
certain terms of the Series E Preferred Stock. Such description is qualified in
its entirety by reference to the Company's Certificate of Designations relating
to the Series E Preferred Stock, as filed with the Secretary of State of the
State of Illinois on May 7, 2020, which is incorporated by reference herein as
Exhibit 4.1 hereto.
In connection with the issuance of the Depositary Shares, on May 15, 2020, the
Company entered into a Deposit Agreement (the "Deposit Agreement") with U.S.
Bank National Association, as depositary of the Depositary Shares
("Depositary"), and the holders from time to time of the depositary receipts
(the "Depositary Receipts") evidencing the Depositary Shares. On the same date,
the 11,500 shares of Series E Preferred Stock underlying the Depositary Shares
were deposited with the Depositary against the delivery of the Depositary
Receipts pursuant to the Deposit Agreement. The Deposit Agreement is attached
hereto as Exhibit 4.2 and the form of Depositary Receipt is attached hereto as
Exhibit 4.3. The foregoing description of the Deposit Agreement and the
Depositary Receipts are qualified in their entirety by reference to Exhibits 4.2
and 4.3, respectively, each of which is incorporated by reference herein.
The Depositary Shares were offered and sold pursuant to the Company's effective
shelf registration statement on Form S-3 (File No. 333-238023), filed with the
Securities and Exchange Commission (the "Commission") on May 6, 2020, and a
prospectus supplement related to the Depositary Shares dated May 6, 2020 (filed
with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933,
as amended).
In connection with the issuance of the Depositary Shares, Sidley Austin LLP
provided the Company with the legal opinion filed as Exhibit 5.1 hereto, which
is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Certificate of Designations of Wintrust Financial Corporation filed
on May 7, 2020 with the Secretary of State of the State of Illinois
designating the preferences, limitations, voting powers and relative
rights of the Series E Preferred Stock (incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 8, 2020).
4.2 Deposit Agreement, dated as of May 15, 2020, among Wintrust Financial
Corporation, U.S. Bank National Association, as Depositary, and the
holders from time to time of the Depositary Receipts issued
thereunder.
4.3 Form of Depositary Receipt (included as Exhibit A to Exhibit 4.2
hereto).
5.1 Opinion of Sidley Austin LLP.
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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