WINTRUST FINANCIAL CORP (Form: 8-K, Received: 12/18/2017 16:34:41)

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): December 15, 2017

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

_____________________________



Illinois (State or other jurisdiction of Incorporation)	001-35077 (Commission File Number)	36-3873352 (I.R.S. Employer Identification No.)
9700 West Higgins Road Rosemont, Illinois (Address of principal executive offices)		60018 (Zip Code)

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))

Item 1.01. Entry into a Material Definitive Agreement.

On December 15, 2017, an indirect subsidiary of Wintrust Financial Corporation (“Wintrust”), First Insurance Funding of Canada Inc. (“First Canada) entered into the Third Amending Agreement, dated as of December 15, 2017 (the “Amendment”) to the Receivables Purchase Agreement dated as of December 16, 2014 (as amended, the “Receivables Purchase Agreement”) by and between First Canada and CIBC Mellon Trust Company, in its capacity as trustee of Plaza Trust (“Plaza Trust”), by its financial services agent, Royal Bank of Canada.

Pursuant to the Amendment, the commitment maturity date of the Receivables Purchase Agreement has been extended to December 16, 2019 and the facility limited has been increased from $160 million to $170 million. In addition, the Amendment includes technical and ministerial changes.

Additionally, pursuant to a Performance Guarantee dated as of December 16, 2014, and confirmed as of December 15, 2017, made by Wintrust in favor of Plaza Trust, Wintrust guarantees the performance of First Canada of its obligations under the Receivables Purchase Agreement (“Third Amendment of Performance Guarantee”) and any subsequent amendments thereto.

The foregoing descriptions of the Amendment and Third Amendment of Performance Guarantee are qualified in their entirety by the full text of such agreements, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.


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. Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description

10.1		Third Amending Agreement, dated as of December 15, 2017, by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust, in its capacity as trustee of Plaza Trust, by its Financial Service Agent, Royal Bank of Canada.
10.2		Performance Guarantee Confirmation made as of December 15, 2017 by Wintrust Financial Corporation in favor of CIBC Mellon Trust Company, Plaza Trust.

EXHIBIT INDEX



Exhibit No.		Description

10.1		Third Amending Agreement, dated as of December 15, 2017, by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust, in its capacity as trustee of Plaza Trust, by its Financial Service Agent, Royal Bank of Canada.
10.2		Performance Guarantee Confirmation made as of December 15, 2017 by Wintrust Financial Corporation in favor of CIBC Mellon Trust Company, Plaza Trust.

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: December 18, 2017

EXHIBIT 10.1

THIRD AMENDING AGREEMENT
(First Insurance Funding of Canada Inc.)

This Third Amending Agreement made as of December 15, 2017.

B E T W E E N:

FIRST INSURANCE FUNDING OF CANADA INC.

(hereinafter referred to as the “ Seller ” or the “ Servicer ”)

- and -

CIBC MELLON TRUST COMPANY, in its capacity as trustee of PLAZA TRUST ,

(hereinafter referred to as the “ Purchaser ”)

RECITALS:

WHEREAS the parties hereto are parties to a receivables purchase agreement dated as of December 16, 2014 (as amended by amending agreements dated December 15, 2015 and September 9, 2016, the “ RPA ”);

AND WHEREAS the parties hereto have agreed to further amend the RPA;

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1.	Amendments


(a)	The definition of “Commitment Maturity Date” in Section 1.1 of the RPA is amended by deleting the reference to “December 15, 2017” in such definition and replacing it with “December 16, 2019”.


(b)	The definition of “Facility Limit” in Section 1.1 of the RPA is amended by deleting the reference to “$160,000,000” in such definition and replacing it with “$170,000,000”


2.	General


(a)	This Third Amending Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.


(b)	This Third Amending Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.


(c)	This Third Amending Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF the parties have caused this Third Amending Agreement to be executed by their respective duly authorized officers as of the date first above written.



		FIRST INSURANCE FUNDING OF CANADA INC.
		By:	/s/Stuart G. Bruce
			Name: Stuart G. Bruce
			Title: Chief Executive Officer

		By:	/s/John Martin
			Name: John Martin
			Title: Senior Vice President



		CIBC MELLON TRUST COMPANY , in its capacity as trustee of PLAZA TRUST , by its Financial Services Agent, ROYAL BANK OF CANADA
		By:	/s/ Ian Benaiah
			Name: Ian Benaiah
			Title: Authorized Signatory

		By:	/s/Nur Khan
			Name: Nur Khan
			Title: Authorized Signatory

EXHIBIT 10.2

Performance Guarantee Confirmation

Reference is made to a Performance Guarantee dated as of December 16, 2014 made by the undersigned in favour of the Purchaser (the “ Performance Guarantee ”). The undersigned acknowledges and confirms that the performance guarantee remains in full force and effect notwithstanding the entering into of this third amendment.

Dated this 15th day of December, 2017.



		WINTRUST FINANCIAL CORPORATION
		By:	/s/Edward J. Wehmer
			Name: Edward J. Wehmer
			Title: President & Chief Executive Officer

		By:	/s/David A. Dykstra
			Name: David A. Dykstra
			Title: Senior Executive Vice President & Chief Operating Officer