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Section 1: 8-K (FORM 8-K)

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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)

November 1, 2019

 

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Illinois   001-35077   36-3873352
(State or other jurisdiction
of incorporation)
 
  (Commission
File Number)
 
  (IRS Employer
Identification No.)  

 

9700 W. Higgins Road, Suite 800

Rosemont, Illinois 60018

(Address of principal executive office, including zip code)

 

(847) 939-9000

(Registrant’s telephone number, including area code)

 

Not Applicable

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

 

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 (see General Instruction A.2. below):

 

¨ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on which registered
Common stock, no par value   WTFC   The NASDAQ Global Select Market
Series D Preferred Stock, no par value   WTFCM   The NASDAQ Global Select Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

   

 

 

Item 8.01Other Events.

 

On November 1, 2019, Wintrust Financial Corporation, an Illinois corporation (the “Company”), filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to the prospectus dated June 7, 2017, which was included in the Company’s automatic shelf registration statement on Form S-3 (No. 333-218565). The Prospectus Supplement relates to the resale from time to time of up to 723,416 shares of the Company’s common stock, no par value, by the stockholders referenced therein.

 

In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Sidley Austin LLP, regarding the legality of the common stock being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

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 (the cover page XBRL tags are embedded in the Inline XBRL document).

 

   

 

 

SIGNATURES

 

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

 

Date: November 1, 2019

 

   

 

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Section 2: EX-5.1 (EXHIBIT 5.1)

 

Exhibit 5.1

 

LOGO    SIDLEY AUSTIN LLP
ONE SOUTH DEARBORN
CHICAGO, IL 60603
+1 312 853 7000
+1 312 853 7036
AMERICA • ASIA PACIFIC • EUROPE  
   

 

November 1, 2019

Wintrust Financial Corporation

9700 W. Higgins Road, Suite 800

Rosemont, Illinois 60018

 

  Re: Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Wintrust Financial Corporation, an Illinois corporation (the “Company”), in connection with the registration by the Company of 723,416 shares (the “Shares”) of the Company’s common stock, no par value, issued to certain selling stockholders referred to in the prospectus supplement dated November 1, 2019 (the “Prospectus Supplement”), pursuant to the Agreement and Plan of Merger, dated as of July 25, 2019 (the “Merger Agreement”), by and among the Company, WTFC SBC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, SBC, Incorporated, a Delaware corporation (“SBC”), and the holders of all outstanding shares of capital stock of SBC. The Shares have been registered pursuant to a Registration Statement on Form S-3 (File No. 333-218565) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission on June 7, 2017.

 

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

We have examined the Registration Statement, the Prospectus Supplement, the Merger Agreement, the articles of incorporation of the Company, as amended to the date hereof, the by-laws of the Company, as amended to the date hereof, and the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Prospectus Supplement. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.

 

Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

 

This opinion letter is limited to the Illinois Business Corporation Act. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

 

We hereby consent to the filing of this opinion letter as an exhibit to a Current Report on Form 8-K and the incorporation by reference of this opinion letter as an exhibit to the Registration Statement and to all references to Sidley Austin LLP included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

  Very truly yours,
 
  /s/ Sidley Austin LLP

 

   

 

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