Wintrust Financial Corp Files 8-K Report

TL;DR

Wintrust Financial Corp filed an 8-K on 4/15/24 covering material agreements and other events.

AI Summary

On April 15, 2024, Wintrust Financial Corporation filed an 8-K report detailing an entry into a material definitive agreement. The filing also includes other events and financial statements and exhibits. The company is incorporated in Illinois and its principal executive office is located in Rosemont, Illinois.

Why It Matters

This filing indicates significant corporate actions or agreements by Wintrust Financial Corp, which could impact its financial standing and stock performance.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not appear to contain immediate negative news.

Key Players & Entities

• WINTRUST FINANCIAL CORPORATION (company) — Registrant
• April 15, 2024 (date) — Date of Report
• Rosemont, Illinois (location) — Principal Executive Office

FAQ

Key Financial Figures

• $510.3 million — ggregate consideration of approximately $510.3 million (the " Merger Consideration ") or $14.8
• $14.85 — llion (the " Merger Consideration ") or $14.85 per share of Macatawa common stock base
• $12.00 — eceive will be subject to a symmetrical $12.00 collar using a reference price of $101.
• $101.03 — 12.00 collar using a reference price of $101.03 to establish the high and low ends of t
• $89.03 b — osing Price is greater than or equal to $89.03 but less than or equal to $113.03, Macata
• $113 — ual to $89.03 but less than or equal to $113.03, Macatawa shareholders will be entit
• $89 — mon stock if the Closing Price is below $89.03, and 0.1314 shares of Wintrust Commo
• $113.03 — mon stock if the Closing Price is above $113.03. The "Closing Price" will be determined
• $20,400,000 — intrust a cash termination fee equal to $20,400,000. Completion of the Merger is subject t

Filing Documents

• tm2411576d1_8k.htm (8-K) — 59KB
• tm2411576d1_ex2-1.htm (EX-2.1) — 530KB
• tm2411576d1_ex99-1.htm (EX-99.1) — 38KB
• tm2411576d1_ex99-2.htm (EX-99.2) — 22KB
• tm2411576d1_ex99-3.htm (EX-99.3) — 22KB
• tm2411576d1_ex99-2img001.jpg (GRAPHIC) — 4KB
• tm2411576d1_ex99-2img002.jpg (GRAPHIC) — 3KB
• tm2411576d1_ex99-3img001.jpg (GRAPHIC) — 79KB
• tm2411576d1_ex99-3img002.jpg (GRAPHIC) — 112KB
• tm2411576d1_ex99-3img003.jpg (GRAPHIC) — 134KB
• tm2411576d1_ex99-3img004.jpg (GRAPHIC) — 143KB
• tm2411576d1_ex99-3img005.jpg (GRAPHIC) — 115KB
• tm2411576d1_ex99-3img006.jpg (GRAPHIC) — 122KB
• tm2411576d1_ex99-3img007.jpg (GRAPHIC) — 109KB
• tm2411576d1_ex99-3img008.jpg (GRAPHIC) — 92KB
• tm2411576d1_ex99-3img009.jpg (GRAPHIC) — 199KB
• 0001104659-24-047276.txt ( ) — 2545KB
• wtfc-20240415.xsd (EX-101.SCH) — 3KB
• wtfc-20240415_def.xml (EX-101.DEF) — 27KB
• wtfc-20240415_lab.xml (EX-101.LAB) — 36KB
• wtfc-20240415_pre.xml (EX-101.PRE) — 25KB
• tm2411576d1_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 15, 2024, Wintrust Financial Corporation (" Wintrust ") and Macatawa Bank Corporation (" Macatawa ") entered into an Agreement and Plan of Merger (the " Merger Agreement "). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Macatawa will be merged with and into Leo Subsidiary LLC, a wholly-owned subsidiary of Wintrust (" Merger Sub "), with Merger Sub surviving as a wholly-owned subsidiary of Wintrust (the " Merger "). Promptly after completion of the Merger, or at such other time as Wintrust may determine, it is expected that Merger Sub will be merged with and into, or dissolved by, Wintrust. The Merger Agreement has been unanimously adopted, and the Merger and the other transactions contemplated by the Merger Agreement have been unanimously authorized and approved, by each of the boards of directors of Wintrust and Macatawa and the sole member of Merger Sub. Merger Consideration conditions of the Merger Agreement, Wintrust has agreed to pay shareholders of Macatawa aggregate consideration of approximately $510.3 million (the " Merger Consideration ") or $14.85 per share of Macatawa common stock based on 34,361,562 shares of Macatawa common stock issued and outstanding as of April 12, 2024. 100% of the Merger Consideration will be paid to holders of Macatawa common stock in shares of Wintrust common stock, no par value per share (" Wintrust Common Stock "), calculated based on the exchange ratio described below, other than cash to be paid in lieu of any fractional shares. Immediately prior to the Effective Time (as defined in the Merger Agreement), all unvested shares of Macatawa restricted stock will automatically vest and be eligible to receive the respective portion of the Merger Consideration. The exchange ratio used to determine the number of shares that Macatawa shareholders will be entitled to receiv

01. Other Events

Item 8.01. Other Events. In connection with the Merger Agreement, each of Macatawa's directors and executive officers owning shares of Macatawa common stock entered into a Voting and Support Agreement with Wintrust, in their capacities as shareholders. Each director and executive officer who is party to a Voting and Support Agreement has agreed to vote in favor of approval of the Merger Agreement, subject to the exceptions set forth in the Voting and Support Agreement. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting and Support Agreement that is attached to this report as Exhibit 99.1 and is incorporated herein by reference. On April 15, 2024, Macatawa and Wintrust issued a joint press release announcing the execution of the Merger Agreement. A copy of this press release is attached to this report as Exhibit 99.2. Attached as Exhibit 99.3 to this report is a Transaction Highlights presentation regarding the Merger.

Forward-Looking Statements

Forward-Looking Statements This document and its exhibits contain forward-looking statements within the meaning of federal securities laws. Forward-looking information can be identified through the use of words such as "intend," "plan," "project," "expect," "anticipate," "believe," "estimate," "contemplate," "possible," "will," "may," "should," "would" and "could." Forward-looking statements and information are not historical facts, are premised on many factors and assumptions, and represent only management's expectations, estimates and projections regarding future events. Similarly, these statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict, and which may include, but are not limited to, those listed below and the Risk Factors discussed under Item 1A of Wintrust's Annual Report on Form 10-K for the year ended December 31, 2023 and in any of Wintrust's subsequent SEC filings and Item 1A of Macatawa's Annual Report on Form 10-K for the year ended December 31, 2023 and in any of Macatawa's subsequent SEC filings. Wintrust intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking these safe harbor provisions. Such forward-looking statements may be deemed to include, among other things, statements regarding the outlook and expectations of Wintrust or Macatawa with respect to this planned merger, the strategic benefits and financial benefits of the merger, including the expected impact of the transaction on the combined company's future financial performance and the timing of the closing of the transaction. These statements involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may mater

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, by and among Wintrust Financial Corporation, Leo Subsidiary LLC and Macatawa Bank Corporation, dated April 15, 2024. (The schedules to the Agreement and Plan of Merger have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedules to the SEC upon request.) 99.1 Form of Voting and Support Agreement 99.2 Press Release, dated April 15, 2024 99.3 Transaction Highlights 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WINTRUST FINANCIAL CORPORATION (Registrant) By : /s/ David L. Stoehr David L. Stoehr Executive Vice President and Chief Financial Officer Date: April 15, 2024

View Full Filing

View this 8-K filing on SEC EDGAR