WINTRUST FINANCIAL CORP — Capital/Financing Update 2019

Sep 19, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2019

WINTRUST FINANCIAL CORP ORATION

(Exact name of registrant as specified in its charter)

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Illinois	001-35077	36-3873352
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9700 West Higgins Road

Rosemont , Illinois 60018

(Address of principal executive offices)

Registrant’s telephone number, including area code ( 847 ) 939-9000

N/A

(Former name or former address, if changed since last year)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01. Entry into a Material Definitive Agreement.

On September 17, 2019, Wintrust Financial Corporation (“Wintrust”) entered into the First Amendment, dated as of September 17, 2019 (the “Amendment”) to the Credit Agreement dated as of September 18, 2018 (as amended, the “Credit Agreement”) among Wintrust, the lenders named therein, and Wells Fargo Bank, National Association, as administrative agent.

Pursuant to the Amendment, the maturity date of the borrowings under the revolving credit facility established by the Credit Agreement has been extended to September 15, 2020.

The Amendment also:

• increased the threshold related to the restriction on subordinated debt from $200 million to $400 million;

• amended default interest period to one month in connection with the notice of borrowing; and

• generally updated select defined terms and certain other provisions.

The above summary of the Amendment does not purport to be a complete description of the Amendment and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 is incorporated by reference herein.

Item 9.01.
(d)	Exhibits.

Exhibit No.	Description
10.1	First Amendment, dated as of September 17, 2019, to the Credit Agreement dated as of September 18, 2018, as amended, among Wintrust Financial Corporation, the lenders named therein, and Wells Fargo Bank, National Association, as administrative agent.

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment, dated as of September 17, 2019, to the Credit Agreement dated as of September 18, 2018, as amended, among Wintrust Financial Corporation, the lenders named therein, and Wells Fargo Bank, National Association, as administrative agent.

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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/Kathleen M. Boege
	Kathleen M. Boege Executive Vice President, General Counsel and Corporate Secretary

Date: September 19, 2019

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