Item 1.01. Entry into a Material Definitive Agreement.
On
The Underwriting Agreement includes customary representations, warranties and covenants by each of the Company and the Underwriters related to the Offering. The Company also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The Offering is being conducted pursuant to the Prospectus Supplement, dated
The estimated net proceeds from the Offering, after deducting the underwriting
discounts and commissions and estimated offering expenses payable by the
Company, will be approximately
Certain affiliates of the Underwriters serve as lenders and administrative agent
under the Company's existing credit facilities, the terms of which are set forth
in the Company's Credit Agreement, dated as of
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item 3.03. Material Modification to the Rights of Security Holders.
In connection with the Offering, the Company is establishing a new series of preferred stock, designated as the "6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E" of the Company. The Series E Preferred Stock will rank senior to the Company's common stock and each other class or series of capital stock it may issue in the future the terms of which do not expressly provide that it ranks on a parity with or senior to the Series E Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding-up of the Company. The Series E Preferred Stock will rank on a parity with the Company's Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, no par value (the "Series D Preferred Stock"), and each other class or series of capital stock the Company may issue in the future, the terms of which expressly provide that such class or series will rank on a parity with the Series E Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding-up of the Company.
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Under the terms of the Series E Preferred Stock, the ability of the Company to declare or pay dividends on, make distributions with respect to, or to redeem, purchase or otherwise acquire for consideration, the Company's common stock or any other stock ranking junior to or on a parity with the Series E Preferred Stock, including the Series D Preferred Stock, is subject to restrictions in the event that the Company has not declared and either paid or set aside a sum sufficient for payment of full dividends on the Series E Preferred Stock for the most recently completed dividend period. The terms of the Series E Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations for the Series E Preferred Stock (the "Certificate of Designations"), which establishes the rights, preferences, privileges, qualifications, restrictions and limitations of the Series E Preferred Stock. A copy of the Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as ofMay 6, 2020 , betweenWintrust Financial Corporation andRBC Capital Markets, LLC , as representative of the several underwriters named in Schedule A thereto. 3.1 Certificate of Designations ofWintrust Financial Corporation filed onMay 7, 2020 with the Secretary of State of theState of Illinois designating the preferences, limitations, voting powers and relative rights of the Series E Preferred Stock. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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