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Deal Overview

Buyer:
Wintrust Financial Corporation
Actual Acquirer:
Wintrust Financial Corporation
Target:
Elgin State Bancorp, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
7/25/2011
Announcement Date:
7/26/2011
Announced Deal Value ($ M):
15.46
Status:
Completed
Completion Date:
9/30/2011
Announced Deal Value Per Share ($ )
1,665.86

Consideration Breakout
Cash ($M) 3.4
Common Stock ($M) 8.2
Common Stock Issued 353,650
Contingent Payments ($M) 1.5

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 92.2 78.0
Price / Tangible Book (%) 92.2 78.0
Price / Earnings (x) NM NM
Price / Deposits (%) 5.97 5.32
Price / Assets (%) 6.57 6.05
Tangible Book Premium/ Deposits (%) (0.59) (1.73)
Deal Terms
Description of Consideration

Wintrust Financial Corp. paid $411.68 in cash per share and issued 36.154 shares of its common stock for each outstanding share of Elgin State Bancorp Inc. Wintrust Financial Corp. will pay approximately $1.5 million of additional cash consideration based upon the performance of certain designated loans within Elgin State Bancorp Inc.'s portfolio over the three years subsequent to the closing date. Wintrust Financial Corp. also repaid approximately $3.5 million of subordinated debt on the books of Elgin State Bank. Target's financials are for Elgin State Bank.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 5,000
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 250
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 36.154000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) NA
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer No NA
Seller Yes ParaCap Group LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Schiff Hardin LLP
Seller Yes Barack Ferrazzano Kirschbaum
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