By Rebecca Melvin
New York, Dec. 7 - Wintrust Financial Corp. priced $200 million of tangible equity units, with a par price of $50.00 each, before the market open Tuesday, with a dividend of 7.5% and an initial conversion premium of 25%, according to a syndicate source.
Terms were set ahead of the initially talked post-close pricing and came toward the cheap end of talk for the dividend, which was 7.125% to 7.625%, and at the midpoint of premium talk, which was 22.5% to 27.5%.
The registered deal has a $30 million greenshoe and was sold via bookrunner Bank of America Merrill Lynch, with co-managers RBC Capital Markets, Sandler O'Neill + Partners LP and Wells Fargo Securities.
Wintrust also priced $96.15 million of common stock for $30.00 per share via joint bookrunners Bank of America Merrill Lynch and Sandler O'Neill + Partners.
Proceeds will be used to redeem all of Wintrust's fixed-rate cumulative preferred perpetual preferred stock, series B, which was sold to the U.S. Treasury under its capital purchase program.
Excess proceeds will be used for general corporate purposes. If Wintrust isn't able to redeem the series B preferred stock, it intends to use proceeds of the offerings for general corporate purposes.
The tangible equity units have full dividend protection for dividend payments above semiannual payment of 9 cents a share and takeover protection via a make-whole premium.
Based in Lake Forest, Ill., Wintrust is a financial holding company.
| Issuer: | Wintrust Financial Corp.
|
| Issue: | Tangible equity units
|
| Amount: | $200 million
|
| Greenshoe: | $30 million
|
| Maturity: | Dec. 13, 2013
|
| Concurrent offering: | $96.15 million of common stock at $30.00 per share
|
| Bookrunner: | Bank of America Merrill Lynch
|
| Co-managers: | RBC Capital Markets, Sandler O'Neill + Partners LP, Wells Fargo Securities
|
| Dividend: | 7.5%
|
| Price: | Par of $50.00
|
| Yield: | 7.5%
|
| Conversion premium: | 25%
|
| Initial conversion price: | $37.50
|
| Minimum conversion ratio: | 1.3333 shares
|
| Maximum conversion ratio: | 1.6666 shares
|
| Takeover protection: | Yes, via make-whole premium
|
| Dividend protection: | Yes, semiannual payment of 9 cents a share
|
| Price talk: | 7.125%-7.625%, up 22.5%-27.5%
|
| Pricing date: | Dec. 7
|
| Settlement date: | Dec. 10
|
| Distribution: | Registered
|
| Stock symbol: | Nasdaq: WTFC
|
| Stock reference price: | $30.00
|
| Market capitalization: | $922.2 million
|
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