Illinois
|
001-35077
|
36-3873352
|
(State or other jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
☐
|
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))
|
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
|
Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Item 2.03.
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
Exhibit No.
|
|
Description
|
|
||
|
||
|
||
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
WINTRUST FINANCIAL CORPORATION
(Registrant) |
|
|
By:
|
/s/Kathleen M. Boege
|
|
|
Kathleen M. Boege
Executive Vice President, General Counsel and Corporate Secretary |
1.
|
Amendments
|
(a)
|
The definition of “Facility Limit” in Section 1.1 of the RPA is amended by deleting the reference to “$320,000,000” in such definition and replacing it with “$420,000,000”.
|
2.
|
General
|
(a)
|
This Eighth 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 Eighth Amending Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.
|
(c)
|
This Eighth 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.
|
|
|
FIRST INSURANCE FUNDING OF CANADA INC.
|
|
By:
|
/s/John Martin
|
||
|
Name: John Martin
|
||
|
Title: SVP Finance
|
||
|
|
||
By:
|
/s/Stuart Bruce
|
||
|
Name: Stuart Bruce
|
||
|
Title: CEO
|
|
|
CIBC MELLON TRUST COMPANY, in its capacity as trustee of PLAZA TRUST, by its Financial Services Agent, ROYAL BANK OF CANADA
|
|
By:
|
/s/Nur Khan
|
||
|
Name: Nur Khan
|
||
|
Title: Authorized Signatory
|
||
|
|
||
By:
|
/s/Ian Benaiah
|
||
|
Name: Ian Benaiah
|
||
|
Title: Authorized Signatory
|
|
WINTRUST FINANCIAL CORPORATION
|
|
By:
|
/s/David A. Dykstra
|
|
|
Name: David A. Dykstra
|
|
|
Title: Vice Chairman and COO
|
|
|
|
|
By:
|
/s/Kathleen M. Boege
|
|
|
Name: Kathleen M. Boege
|
|
|
Title: EVP, General Counsel and Corp. Secretary
|
1.
|
Funding Cost Rate. The “Funding Cost Rate” in respect of each day during a Settlement Period shall be the weighted average (weighted based on the relative portions of the Aggregate Net Investment funded) of the following rates:
|
(a)
|
with respect to that portion of the Aggregate Net Investment funded in a multi-seller conduit through the issuance of Commercial Paper, a rate equal to the CP Rate plus 0.82%;
|
(b)
|
with respect to that portion of the Aggregate Net Investment funded in a multi-seller conduit other than through the issuance of Commercial Paper, a rate equal to the Prime Rate; and
|
(c)
|
with respect to that portion of the Aggregate Net Investment funded not in a multi-seller conduit, a rate equal to CDOR on such day plus 1.00%;
|
2.
|
CDOR. For the purposes of paragraph 1(c) above, “CDOR” means, on any day the average rate which appears on the display designated as page “CDOR” for a one month period on the Reuters Monitor Money Rate Service (or such other page as may replace page “CDOR” on that service for the purpose of displaying bankers’ acceptance rates or as may be used to display average rates, any such replacement page to be acceptable to the Purchaser, acting reasonably) at or about 10:30 a.m. (Toronto time), or so soon thereafter as is practicable, on such day (or the prior Business Day if such day is not a Business Day), as determined by the Purchaser and reported to the Seller. If such average rate does not appear on such page, but such rates for particular financial institutions appear on such page unaveraged, the rate shall be determined on such day (or the prior Business Day if such day is not a Business Day) using such rates displayed on such page in the same manner as such average rate currently is determined on such page. If such rate or rates do not appear on such page, the rate shall be the bid rate quoted by the principal Toronto office of RBC as of 10:30 a.m. (Toronto time) on such day (or the prior Business Day if such day is not a Business Day) for the purchase of one month bankers’ acceptances issued by it.
|
3.
|
CP Rate. For the purposes of 1(a) above, “CP Rate” means, for each day during a Settlement Period, the weighted average annual rate of interest applicable to all Commercial Paper (other than subordinated Commercial Paper) outstanding during such Settlement Period; provided that (x) any such Commercial Paper may be issued in either United States dollars or Canadian dollars with the appropriate market rate currency swap agreements being entered into to match such issuance to the funding requirements of the Purchaser, and (y) the weighted average annual rate of interest at which such Commercial Paper is issued in respect of each day during a Settlement Period shall reflect any costs incurred by the Purchaser in connection with any such market rate currency swap agreements and any cost amounts payable to holders of such Commercial Paper in connection with any redemptions or repurchases of such Commercial Paper.
|
4.
|
Notice. The Purchaser shall provide to the Seller at least 1 Business Day before each Reporting Date, a report as to the Funding Cost Rate and the Funding Costs in respect of the related Settlement Period. For the purposes of preparing such report and completing the settlements on the related Settlement Date, the Purchaser will assume that the Funding Cost Rate remains constant during the period from the day of delivery of such report to the last day of the related Settlement Period (a “stub period”). To the extent the actual Funding Cost Rate for each day during a stub period is different than the assumed Funding Cost Rate during the stub period, an appropriate adjustment to the Funding Costs for the following Settlement Period will be made, the details of which will be included in the report under this section 4 for that Settlement Period.
|
5.
|
Non-Utilization Fee. The Seller shall pay to the Purchaser on each Settlement Date a non-utilization fee equal to the sum of the amounts calculated for each day during the Settlement Period ending immediately prior to such Settlement Date which is equal to (x) 0.375%, multiplied by (y) the amount, if any, by which the Facility Limit exceeds the Aggregate Net Investment on such day and divided by (z) 365.
|
6.
|
Renewal Fee. The Seller shall pay to the Agent, for its sole account, on the date hereof, a fully-earned and non-refundable renewal fee equal to $100,000.
|
|
|
CIBC MELLON TRUST COMPANY, in its capacity as trustee of PLAZA TRUST, by its Financial Services Agent, ROYAL BANK OF CANADA
|
|
By:
|
/s/Nur Khan
|
||
|
Name: Nur Khan
|
||
|
Title: Authorized Signatory
|
||
|
|
||
By:
|
/s/Ian Benaiah
|
||
|
|
Name: Ian Benaiah
|
|
|
|
Title: Authorized Signatory
|
FIRST INSURANCE FUNDING OF CANADA INC.
|
|
|
|
By:
|
/s/John Martin
|
||
|
Name: John Martin
|
||
|
Title: SVP Finance
|
||
|
|
||
By:
|
/s/Stuart Bruce
|
||
|
Name: Stuart Bruce
|
|
|
|
Title: CEO
|
|