공시 • Aug 03
Wintrust Financial Corporation (NasdaqGS:WTFC) completed the acquisition of Macatawa Bank Corporation (NasdaqGS:MCBC) from White Bay Capital, LLLP and AllianceBernstein L.P.
Wintrust Financial Corporation (NasdaqGS:WTFC) entered into a definitive merger agreement to acquire Macatawa Bank Corporation (NasdaqGS:MCBC) from White Bay Capital, LLLP and AllianceBernstein L.P. for approximately $570 million on April 15, 2024. Subject to possible adjustment as provided in the merger agreement, the aggregate purchase price to Macatawa shareholders is currently estimated to be approximately $510.3 million, or $14.85 per share. In the transaction, each share of Macatawa common stock outstanding will be converted into the right to receive merger consideration paid in shares of Wintrust common stock based on Wintrust’s average trading price at closing determined in accordance with the merger agreement. The exchange ratio used to determine the number of shares that Macatawa shareholders will be entitled to receive will be subject to a symmetrical $12.00 collar using a reference price of $101.03 to establish the high and low ends of the collar. The reference price was determined using the volume-weighted average price of Wintrust Common Stock as reported under the heading “Bloomberg VWAP” on the Bloomberg page for Wintrust for each trading day during the ten trading day period ending on April 11, 2024. As set forth in further detail below, (a) the exchange ratio will be variable within the collar, such that if the Closing Price (as defined below) is within the collar, the aggregate value of the Merger Consideration will be fixed at approximately $510.3 million; and (b) if the Closing Price is outside of the collar, the exchange ratio will be a fixed amount both at the high and low ends of the collar, resulting in the aggregate value of the Merger Consideration being variable outside of the collar. If the Closing Price is greater than or equal to $89.03 but less than or equal to $113.03, Macatawa shareholders will be entitled to receive between 0.1314 and 0.1668 shares of Wintrust Common Stock per share of Macatawa common stock. Macatawa shareholders will be entitled to receive 0.1668 shares of Wintrust Common Stock per share of Macatawa common stock if the Closing Price is below $89.03, and 0.1314 shares of Wintrust Common Stock per share of Macatawa common stock if the Closing Price is above $113.03. The “Closing Price” will be determined using the volume-weighted average price of Wintrust Common Stock as reported under the heading “Bloomberg VWAP” on the Bloomberg page for Wintrust, for each trading day during the ten trading day period ending on the second trading day prior to the closing date of the Merger. Subject to the terms and conditions of the Merger Agreement, Wintrust will appoint one individual serving on Macatawa’s board of directors to serve on Wintrust’s board of directors, effective immediately following the effective time of the Merger. It is currently expected that this individual will be Richard L. Postma. Following the effective time of the Merger, Macatawa’s bank subsidiary, Macatawa Bank will maintain its separate bank charter and will continue to operate under the Macatawa Bank name in Michigan. Macatawa Bank will maintain a separate, legally constituted board of directors consisting of certain existing directors and new directors generally residing and doing business locally in the West Michigan community. If the Merger Agreement is terminated under certain circumstances, including termination of the Merger Agreement to accept a Company Superior Proposal (as defined in the Merger Agreement) as permitted by and subject to the terms of the Merger Agreement, Macatawa is required to pay Wintrust a cash termination fee equal to $20.4 million.
Completion of the Merger is subject to certain customary closing conditions, including, among others, (i) receipt of the requisite approval by Macatawa shareholders, (ii) receipt of required regulatory approvals, (iii) the absence of any law or order prohibiting completion of the Merger, and (iv) the effectiveness of the registration statement to be filed by Wintrust with respect to the shares of Wintrust Common Stock to be issued in the Merger as well the cooperation and commercially reasonable efforts of each party to obtain any necessary regulatory and shareholder approvals for the Merger. The Merger Agreement has been unanimously adopted, and the Merger and the other transactions contemplated by the Merger Agreement have been unanimously authorized and approved, by each of the boards of directors of Wintrust and Macatawa and the sole member of Merger Sub. As of July 31, 2024, Macatawa shareholders approved the transaction. The transaction is expected to close in the second half of 2024 and is not expected to have a material effect on Wintrust’s 2024 earnings per share.
Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider to Macatawa Bank Corporation for a fee of $6.6 million in the aggregate, $500,000 of which was payable upon the rendering of its opinion and $6.1 million. Charlie Goode and Malaina Weldy of Warner Norcross + Judd LLP acted as legal advisors to Macatawa in the transaction. Matt Galo and Jason Zgliniec of ArentFox Schiff LLP served as legal advisors to Wintrust. Equiniti Trust Company, LLC acted as transfer agent to Wintrust.
Wintrust Financial Corporation (NasdaqGS:WTFC) completed the acquisition of Macatawa Bank Corporation (NasdaqGS:MCBC) from White Bay Capital, LLLP and AllianceBernstein L.P. on August 1, 2024.