Form 424B5 WINTRUST FINANCIAL CORP
(To prospectus dated May 6, 2020)
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Per Share
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Total(2)
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Public offering price
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| | | $ | 86.00 | | | | | $ | 258,000,000 | | |
Underwriting discounts and commissions(1)
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| | | $ | 3.01 | | | | | $ | 9,030,000 | | |
Proceeds, before expenses, to us
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| | | $ | 82.99 | | | | | $ | 248,970,000 | | |
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RBC Capital Markets
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Raymond James
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Page
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Page
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Capitalization | | | | | S-8 | | |
| | | | S-9 | | | |
| | | | S-10 | | | |
| | | | S-12 | | | |
Underwriting | | | | | S-16 | | |
| | | | S-23 | | | |
Experts | | | | | S-23 | | |
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Page
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9700 W. Higgins Road, Suite 800
Rosemont, Illinois 60018
Attention: Investor Relations
(847) 939-9000
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As of March 31, 2022
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Actual
|
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As Adjusted
|
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($ in thousands)
|
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(Unaudited)
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Cash and cash equivalents
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| | | $ | 462,572 | | | | | $ | 710,992 | | |
Indebtedness: | | | | | | | | | | | | | |
Federal Home Loan Bank advances
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| | | $ | 1,241,071 | | | | | $ | 1,241,071 | | |
Notes payable
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| | | | 74,969 | | | | | | 74,969 | | |
Short-term borrowings
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| | | | 15,872 | | | | | | 15,872 | | |
Secured borrowings
|
| | | | 328,889 | | | | | | 328,889 | | |
Other
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| | | | 62,786 | | | | | | 62,786 | | |
Subordinated notes
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| | | | 437,033 | | | | | | 437,033 | | |
Junior subordinated debentures
|
| | | | 253,566 | | | | | | 253,566 | | |
Total indebtedness
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| | | $ | 2,414,186 | | | | | $ | 2,414,186 | | |
Shareholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, no par value; 20,000,000 shares authorized: | | | | | | | | | | | | | |
Series D — $25 liquidation value; 5,000,000 shares issued and outstanding at March 31, 2022 and as adjusted
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| | | $ | 125,000 | | | | | $ | 125,000 | | |
Series E — $25,000 liquidation value; 11,500 shares issued and outstanding at March 31, 2022 and as adjusted
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| | | | 287,500 | | | | | | 287,500 | | |
Common stock, no par value; $1.00 stated value; 100,000,000 shares authorized at March 31, 2022; 59,090,903 shares issued at March 31, 2022; 60,253,214 shares issued, as adjusted
|
| | | | 59,091 | | | | | | 60,253 | | |
Surplus
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| | | | 1,698,093 | | | | | | 1,835,448 | | |
Treasury stock, at cost, 1,837,689 shares at March 31, 2022; 0 shares, as
adjusted |
| | | | (109,903) | | | | | | 0 | | |
Retained earnings
|
| | | | 2,548,474 | | | | | | 2,548,474 | | |
Accumulated other comprehensive loss
|
| | | | (115,999) | | | | | | (115,999) | | |
Total shareholders’ equity
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| | | $ | 4,492,256 | | | | | $ | 4,740,676 | | |
Total capitalization
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| | | $ | 6,906,442 | | | | | $ | 7,154,862 | | |
Record Date
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Payable Date
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Dividend per Share
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May 12, 2022
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May 26, 2022
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| | | $ | 0.34 | | |
February 10, 2022
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February 24, 2022
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| | | $ | 0.34 | | |
November 11, 2021
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November 26, 2021
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| | | $ | 0.31 | | |
August 5, 2021
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August 19, 2021
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| | | $ | 0.31 | | |
May 6, 2021
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May 20, 2021
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| | | $ | 0.31 | | |
February 11, 2021
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February 25, 2021
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| | | $ | 0.31 | | |
November 12, 2020
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November 27, 2020
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| | | $ | 0.28 | | |
August 6, 2020
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August 20, 2020
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| | | $ | 0.28 | | |
May 7, 2020
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May 21, 2020
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| | | $ | 0.28 | | |
February 6, 2020
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February 20, 2020
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| | | $ | 0.28 | | |
NON-U.S. HOLDERS
Underwriter
|
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Number
of Shares |
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RBC Capital Markets, LLC
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| | | | 1,950,000 | | |
Raymond James & Associates, Inc.
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| | | | 1,050,000 | | |
Total
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| | | | 3,000,000 | | |
Warrants, Stock Purchase Contracts, Stock Purchase Units and
Hybrid Securities Combining Elements of the Foregoing
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9700 W. Higgins Road, Suite 800
Rosemont, Illinois 60018
Attention: Investor Relations
(847) 939-9000
Exhibit – Filing Fees
Calculation of Filing Fee Table
424(b)(5) |
(Form Type)
Wintrust Financial Corporation |
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(1) | |||||||||||||||||||||
Fees to Be Paid | Equity | Common stock, no par value per share | 457(r) | 3,450,000 | (2) | $ | 86.00 | $ | 296,700,000 | 0.0000927 | $ | 27,504.09 | ||||||||||||||||
Fees Previously Paid | – | – | – | – | – | – | – | – | ||||||||||||||||||||
Total Offering Amounts | $ | 296,700,000 | ||||||||||||||||||||||||||
Net Fee Due | $ | 27,504.09 |
(1) The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the “Securities Act”). Payment of the registration fee at the time of filing of the registrant’s registration statement on Form S-3ASR, filed with the Securities and Exchange Commission on May 6, 2020 (File No. 333-238023) (the “Registration Statement”), was deferred pursuant to Rules 456(b) and 457(r) under the Securities Act. This paragraph shall be deemed to update the “Calculation of Registration Fee” table in the Registration Statement.
(2) Includes 450,000 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares.
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