Wintrust Financial Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 29, 2024
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Item 1.01. Entry into a Material Definitive Agreement.
On August 29, 2024, an indirect subsidiary of Wintrust Financial Corporation (“Wintrust”), First Insurance Funding of Canada Inc. (“First Canada) entered into the Twelfth Amending Agreement, dated as of August 29, 2024 (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 15, 2025 and the facility limit has been increased from $520 million to $650 million. The Amendment also includes technical and ministerial changes.
Additionally, pursuant to a Performance Guarantee dated as of December 16, 2014, and confirmed as of August 29, 2024, made by Wintrust in favor of Plaza Trust (“Amendment of Performance Guarantee”), Wintrust guarantees the performance of First Canada of its obligations under the Receivables Purchase Agreement and any subsequent amendments thereto.
Lastly, a Fee Letter by Plaza Trust dated August 29, 2024 (“Amendment of Fee Letter”) replaces the fee letter dated May 31, 2023 and modifies the fund costs, rates, notices and fees.
The foregoing descriptions of the Amendment, Amendment of Performance Guarantee, and Amendment of Fee Letter are qualified in their entirety by the full text of such agreements, which are attached hereto as Exhibits 10.1, 10.2, and 10.3, 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 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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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: August 29, 2024
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