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): June 28, 2018
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 June 29, 2018, an indirect subsidiary of Wintrust Financial Corporation (“Wintrust”), First Insurance Funding of Canada Inc. (“First Canada”) entered into the Fourth Amending Agreement, dated as of June 29, 2018 (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 Facility Limit (as defined in the Receivables Purchase Agreement) has been increased from $170 million to $190 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 June 28, 2018, made by Wintrust in favor of Plaza Trust, Wintrust guarantees the performance of First Canada of its obligations under the Receivables Purchase Agreement (“Fourth Amendment of Performance Guarantee”) and any subsequent amendments thereto.
The foregoing descriptions of the Amendment and Fourth 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



2


EXHIBIT INDEX

Exhibit No.
 
Description
 
 

3



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: July 3, 2018

4
Execution
EXHIBIT 10.1

FOURTH AMENDING AGREEMENT
(First Insurance Funding of Canada Inc.)
This Fourth Amending Agreement made as of June 29, 2018 .
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, September 9, 2016 and December 15, 2017, 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.
Amendment
The definition of “Facility Limit” in Section 1.1 of the RPA is amended by deleting the reference to “$170,000,000” in such definition and replacing it with “$190,000,000”.
2.
Amendment Fee
In consideration of Royal Bank of Canada arranging this amendment, the Seller hereby agrees to pay to Royal Bank of Canada an amendment fee in the amount of $14,637.48, which fee shall be due and payable on the date hereof and shall be fully earned when paid to Royal Bank of Canada.
3.
General
(a)
This Fourth 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.


- 2 -


(b)
This Fourth Amending Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.
(c)
This Fourth 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 Fourth 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 Bruce
 
Name: Stuart Bruce
 
Title: CEO
 
 
By:
/s/John Martin
 
Name: John Martin
 
Title: SVP Finance

 
 
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/Hiren Lalloo
 
Name: Hiren Lalloo
 
Title: Authorized Signatory




EXHIBIT 10.2
-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 fourth amendment.
Dated this 28th day of June, 2018.

 
 
WINTRUST FINANCIAL CORPORATION

By:
/s/David A. Dykstra
 
Name: David A. Dykstra
 
Title: Senior EVP