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Table of Contents

As filed with the Securities and Exchange Commission on February 8,March 7, 2018

Registration No. 333-          333-222935


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BYLINE BANCORP, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 6022
(Primary Standard Industrial
Classification Code Number)
 36-3012593
(I.R.S. Employer
Identification Number)

180 North LaSalle Street, Suite 300
Chicago, Illinois
(773) 244-7000

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Alberto J. Paracchini
President and Chief Executive Officer
Byline Bancorp, Inc.
180 North LaSalle Street, Suite 300
Chicago, Illinois 60601
(773) 244-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Daniel C. McKay, II, Esq.
Jennifer Durham King, Esq.
Vedder Price P.C.
222 North LaSalle Street, Suite 2600
Chicago, Illinois 60601
Telephone: (312) 609-7500

 

Edward D. Herlihy, Esq.
Brandon C. Price, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.

         If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

         If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company)
 Smaller reporting companyo

Emerging growth company ý

         If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

         If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

         Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

         Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

        
 
Title of each class of securities
to be registered

 Amount to be
registered

 Proposed maximum
offering price per
unit

 Proposed maximum
aggregate offering
price

 Amount of
registration fee(3)

 

Common Stock, par value $0.01 per share

 7,372,894(1) N/A $77,534,432(2) $9,654

 

(1)
The estimated maximum number of shares of Byline Bancorp, Inc. ("Byline") common stock to be issuable upon completion of the merger described herein and pursuant to the terms of the Agreement and Plan of Merger, dated as of November 27, 2017 (the "merger agreement"), by and among Byline, Wildcat Acquisition Corporation, a wholly owned subsidiary of Byline, and First Evanston Bancorp, Inc. ("First Evanston").

(2)
The proposed maximum aggregate offering price of Byline's common stock was calculated based upon the market value of shares of First Evanston common stock (the securities to be cancelled in the merger) in accordance with Rule 457(f) under the Securities Act as follows: (i) the product of (x) $57.52, the book value of the shares of First Evanston common stock computed as of December 31, 2017, and (y) 1,817,358, the estimated maximum number of shares of First Evanston common stock that may be exchanged in the merger, including shares reserved for issuance pursuant to outstanding stock options, minus (ii) $27.0 million, the estimated aggregate amount of cash that is to be payable in respect of such shares in connection with the merger.

(3)
Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $124.50 per $1,000,000 of the proposed maximum aggregate offering price.

         The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this joint proxy statement/prospectus is not complete and may be changed. We may not offer or sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 8,MARCH 7, 2018

PROXY STATEMENT PROSPECTUS

LOGO

 

LOGO

Merger Proposal—Your Vote Is Important

           On November 27, 2017, Byline Bancorp, Inc. (which we refer to as "Byline"), First Evanston Bancorp, Inc. (which we refer to as "First Evanston"), and Wildcat Acquisition Corporation, a wholly owned subsidiary of Byline (which we refer to as "Merger Sub"), entered into an Agreement and Plan of Merger (which we refer to as the "merger agreement"), pursuant to which Byline has agreed to acquire First Evanston. Pursuant to the merger agreement, Merger Sub will be merged with and into First Evanston, with First Evanston as the surviving corporation and wholly owned subsidiary of Byline (which we refer is as the "merger"). Immediately following the merger, First Evanston will be merged with and into Byline, with Byline as the surviving corporation (which we refer to as the "parent merger"), and immediately following the parent merger, First Bank & Trust, an Illinois state-chartered bank and wholly owned subsidiary of First Evanston, will merge with and into Byline Bank, an Illinois state-chartered bank and wholly owned subsidiary of Byline, with Byline Bank as the surviving bank (which we refer to as the "bank merger").

           In the merger, Byline will pay an aggregate of $27.0 million in cash and issue 3.994 shares of its common stock for each share of First Evanston's common stock issued and outstanding immediately prior to the effective time of the merger (herein referred to as the "merger consideration"). Based on [    ·    ]1,673,268 shares of First Evanston common stock outstanding as of [    ·    ],March 6, 2018, the latest practicable date before the date of this joint proxy statement/prospectus, each share of First Evanston common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by First Evanston, Byline, Merger Sub or shares held by shareholders that have asserted dissenters' rights in accordance with the Business Corporation Act of 1983 of the State of Illinois), will be converted into the right to receive $[    ·    ]approximately $16.13 in cash and 3.994 shares of Byline common stock (which we refer to as the "exchange ratio"), as described in this joint proxy statement/prospectus, and with cash paid in lieu of fractional shares. First Evanston stock options will be assumed and converted automatically into options to purchase Byline common stock as of the effective time of the merger.

           Byline's common stock currently trades on the NYSE under the symbol "BY." First Evanston common stock is privately held and not traded in any public market. The shares of Byline common stock issued pursuant to the merger will be registered under the Securities Act of 1933, as amended, and will trade on the NYSE at closing.

           Based on the closing price of Byline's common stock as reported on the NYSE of $19.73 as of November 24, 2017, the trading day immediately preceding the public announcement of the merger, the implied value of the merger consideration that a First Evanston shareholder would be entitled to receive for each share of First Evanston common stock owned would be $94.46, with an aggregate transaction value of approximately $169.0 million based on the fully diluted number of shares of First Evanston common stock outstanding as of November 24, 2017. Based on the closing price of Byline common stock as reported on the NYSE of $[    ·    ]$23.36 as of [    ·    ],March 6, 2018, the latest practicable date before the date of this joint proxy statement/prospectus, the implied value of the merger consideration that a First Evanston shareholder would be entitled to receive for each share of First Evanston common stock owned would be $[    ·    ].We urge you to obtain current$109.43 with an aggregate transaction value of approximately $191.2 million based on the fully diluted number of shares of First Evanston common stock price quotations for Byline common stock.outstanding as of March 6, 2018.

           Among other termination rights described in this joint proxy statement/prospectus, First Evanston is entitled to terminate the merger agreement if both of the following conditions are satisfied on the date that all regulatory approvals have been obtained: (i) the volume-weighted average closing price of a share of Byline's common stock on the NYSE for the twenty (20) preceding consecutive trading days is less than $15.85 and (ii) the number obtained by dividing the volume-weighted average closing price of a share of Byline's common stock on the NYSE for the twenty (20) consecutive trading days by $19.82 shall be less than the number obtained by (A) dividing (x) the average of the daily closing value of the KBW Nasdaq Regional Banking Index for the twenty (20) preceding consecutive trading days by (y) $107.16 and (B) subtracting 0.20.

           Upon closing of the merger, the former shareholders of First Evanston are expected to own approximately [    ·    ]%18.5% of Byline's outstanding common stock, based on the number of shares of Byline common stock and First Evanston common stock outstanding as of [    ·    ].March 6, 2018.

           We cannot complete the merger unless we obtain the necessary governmental and regulatory approvals and approvals from the common stockholders of both Byline and First Evanston as described herein. Accordingly, each of Byline and First Evanston are asking their respective stockholders to vote on these matters at the respective special meetings of stockholders, the details of which are set forth below.

For stockholders of Byline, the special meeting will be held on [·],April 18, 2018, at [·]9:00 a.m., local time at [·]180 North LaSalle St., Suite 300
Chicago, Illinois 60601
 For shareholders of First Evanston, the special meeting will be held on [·],April 18, 2018, at [·]3:00 p.m., local time at [·]Hilton Orrington Hotel, 1710 Orrington Ave.
Evanston, Illinois 60201

           This joint proxy statement/prospectus contains a more complete description of the merger agreement and the special meetings.You should read this entire joint proxy statement/prospectus carefully because it contains important information about the merger. In particular, you should read the information under the section entitled "Risk Factors" beginning on page 41. You may also obtain information about Byline from documents that it has filed with the Securities and Exchange Commission (which we refer to as the "SEC").

           The board of directors of Byline unanimously recommends that Byline's stockholders vote "FOR" approval of the issuance of shares of Byline common stock in connection with the merger and "FOR" the Byline adjournment proposal described herein. The board of directors of First Evanston unanimously recommends that First Evanston's shareholders vote "FOR" adoption of the merger agreement and the transactions contemplated therein, and "FOR" the approval of the First Evanston adjournment proposal described herein.

        YOUR VOTE IS IMPORTANT.    Whether or not you plan to attend your company's meeting, please take the time to vote by following the voting instructions included in the enclosed proxy card. Submitting a proxy now will not prevent you from being able to vote in person at your company's special meeting.

Thank you for your cooperation and continued support.

Sincerely,

Alberto J. Paracchini
President and Chief Executive Officer
Byline Bancorp, Inc.
 Robert R. Yohanan
Managing Director and Chief Executive Officer
First Evanston Bancorp, Inc.

           Neither the SEC nor any state securities regulatory body has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

           The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of any of the parties, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

           This joint proxy statement/prospectus is dated [    ·    ],March 9, 2018, and is first being mailed to Byline's stockholders and First Evanston's shareholders on or about [    ·    ],March 12, 2018.


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LOGO

Notice of Special Meeting of Stockholders

Date:    [    ·    ], 2018

Time:    [    ·    ], local time

Place:    [    ·    ]

Date:April 18, 2018

Time:


9:00 a.m., local time

Place:


Byline Bank
180 N. LaSalle Street, Suite 300
Chicago, Illinois 60601

Dear Fellow Stockholders:

        NOTICE IS HEREBY GIVEN that Byline Bancorp, Inc. (which we refer to as "Byline") will hold a special meeting of stockholders on [    ·    ],April 18, 2018, at [    ·    ],9:00 a.m., local time, at [    ·    ].Byline Bank's main offices located at 180 N. LaSalle Street, Suite 300 Chicago, Illinois 60601. The purpose of the meeting is to consider and vote on the following matters:

        Holders of record of Byline common stock at the close of business on [    ·    ],March 9, 2018 are entitled to receive this notice and to vote at the special meeting and any adjournments or postponements thereof. A majority of the outstanding shares of Byline's common stock entitled to vote, present in person or represented by proxy, will constitute a quorum for the Byline special meeting. Approval of the Byline share issuance proposal and the Byline adjournment proposal will each require the affirmative vote of the holders of a majority of the shares of Byline's common stock, present in person or represented by proxy at the special meeting and entitled to vote thereon.

        The board of directors of Byline unanimously recommends that you vote "FOR" approval of the Byline share issuance proposal and "FOR" approval of the Byline adjournment proposal.

        Your vote is important.Whether or not you plan to attend the meeting, please act promptly to vote your shares. You may vote your shares by telephone or over the internet or by completing, signing and dating a proxy card and returning it in the accompanying postage paid envelope. Please review the instructions for each of your voting options described in this joint proxy statement/prospectus. If you attend the meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or through the internet. Submitting a proxy will ensure that your shares are represented at the meeting.

  By Order of the Board of Directors,

 

 

Alberto J. Paracchini
President and Chief Executive Officer

Chicago, Illinois
[    
·    ],March 12, 2018


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LOGO


Notice of Special Meeting of Shareholders

Date: [    ·    ], 2018

Time: [    ·    ], local time

Place: [    ·    ]

Date:April 18, 2018

Time:


3:00 p.m., local time

Place:


Hilton Orrington Hotel
1710 Orrington Ave.
Evanston, Illinois 60201

Dear Fellow Shareholders:

        NOTICE IS HEREBY GIVEN that First Evanston Bancorp, Inc. (which we refer to as "First Evanston") will hold a special meeting of shareholders on [    ·    ],April 18, 2018, at [    ·    ],3:00 p.m., local time, at [    ·    ]Hilton Orrington Hotel, 1710 Orrington Ave., Evanston, Illinois 60201 (which we refer to as the "First Evanston special meeting"). The purpose of the meeting is to consider and vote on the following matters:

        Shareholders of record of First Evanston common stock at the close of business on [    ·    ],March 9, 2018 are entitled to receive this notice and to vote at the special meeting and any adjournments or postponements thereof. A majority of the shares of First Evanston's common stock outstanding and entitled to vote, represented in person or by proxy, will constitute a quorum for the First Evanston special meeting. Adoption of the merger agreement requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of First Evanston common stock entitled to vote thereon. Approval of the First Evanston adjournment proposal requires the affirmative vote of the holders of a majority of the shares of First Evanston common stock present in person or represented by proxy at the First Evanston special meeting and entitled to vote thereon.

        The First Evanston board of directors has unanimously approved the merger agreement and the merger, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of First Evanston and its shareholders, and unanimously recommends that you vote "FOR" adoption of the merger agreement and approval of the merger and the transactions contemplated thereby, and "FOR" approval of the First Evanston adjournment proposal.

        Your vote is important.Whether or not you plan to attend the meeting, please act promptly to vote your shares. You may vote your shares by telephone or over the internet or by completing, signing and dating a proxy card and returning it in the accompanying postage paid envelope. Please review the instructions for each of your voting options described in this joint proxy statement/prospectus. If you attend the meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or through the internet. Submitting a proxy will ensure that your shares are represented at the meeting.

        You will be sent a letter of transmittal separately on a later date. Please do not send in your stock certificates at this time.


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        Under Illinois law, if the merger is completed, First Evanston shareholders of record who do not vote to adopt the merger agreement, and otherwise comply with the applicable provisions of Illinois law pertaining to objecting shareholders set forth in this joint proxy statement/prospectus, will be entitled to exercise dissenters' rights and obtain payment in cash for the fair value of their shares of First Evanston common stock. A copy of the sections of the Business Corporation Act of the State of Illinois pertaining to objecting shareholders' dissenters' rights is included asAnnex E to this joint proxy statement/prospectus.


 

 

By Order of the Board of Directors,
Robert R. Yohanan
Managing Director and Chief Executive Officer

Evanston, Illinois
[    
·    ],March 12, 2018


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REFERENCES TO ADDITIONAL INFORMATION

        No information regarding Byline or First Evanston has been incorporated by reference into this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Byline, free of charge, from the SEC's website at http://www.sec.gov. You may also request copies of these documents free of charge, by written or oral request by contacting Byline at the following address:

Byline Bancorp, Inc.
Corporate Secretary

180 North LaSalle Street, Suite 300
Chicago, Illinois 60601
(773) 475-2979

        The section of this joint proxy statement/prospectus entitled "Where You Can Find More Information" has additional information about obtaining copies of documents that Byline has filed with the SEC.

        You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of your special meeting. This means that First Evanston shareholders requesting documents must do so by [    ·    ],April 11, 2018, to receive them before the special meeting of shareholders of First Evanston (which we refer to as the "First Evanston special meeting") and that Byline stockholders requesting documents must do so by [    ·    ],April 11, 2018, to receive them before the special meeting of stockholders of Byline (which we refer to as the "Byline special meeting").


ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Byline (File No. 333-[    ·    ])333-222935), constitutes a prospectus of Byline under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of common stock, par value $0.01 per share, of Byline (which we refer to as "Byline common stock") to be issued pursuant to the Agreement and Plan of Merger, dated as of November 27, 2017, by and among Byline, Merger Sub and First Evanston. This document also constitutes a proxy statement of each of Byline and First Evanston. It also includes notices with respect to the Byline special meeting and the First Evanston special meeting. These proxy materials are furnished in connection with proxy solicitations being conducted by the board of directors of Byline and the board of directors of First Evanston.

        Except where the context otherwise indicates, Byline has supplied all information contained in this joint proxy statement/prospectus relating to Byline, and First Evanston has supplied all information contained in this joint proxy statement/prospectus relating to First Evanston.

        First Evanston does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and accordingly does not file documents or reports with the SEC.

        You should rely only on the information contained in this document. No one has been authorized to provide you with information that is different from that contained in this document. This document is dated [    ·    ],March 9, 2018, and, unless otherwise indicated, you should assume that the information in this document is accurate only as of such date.

        This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

i


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TABLE OF CONTENTS

 
 Page 

Questions and Answers About the Merger

  1 

Summary

  10 

Selected Historical Consolidated Financial Data of Byline

  21 

Selected Historical Consolidated Financial Data of First Evanston

  26 

Selected Unaudited Pro Forma Condensed Combined Financial Data

  27 

Unaudited Pro Forma Condensed Combined Financial Data

  29 

Comparative Historical and Unaudited Per Common Share Data

  38 

Comparative Per Share Market Price and Dividend Information

  39 

Risk Factors

  41 

Special Note Regarding Forward-Looking Statements

  76 

The Byline Special Meeting

  78 

The Byline Proposals

  81 

The First Evanston Special Meeting

  82 

The First Evanston Proposals

  85 

The Merger

  86 

Material U.S. Federal Income Tax Consequences of the Integrated Merger

  129 

Description of the Merger Agreement

  133 

Additional Information About Byline

  145 

Byline—Management's Discussion and Analysis of Financial Condition and Results of Operations

  158 

Quantitative and Qualitative Disclosures About Market Risk

  214 

Supervision and Regulation

  217 

Management

  231 

Executive and Director Compensation

  240 

Principal Stockholders

  256 

Certain Relationships and Related Transactions

  258 

Description of Capital Stock

  260 

Additional Information About First Evanston

  265 

First Evanston—Management's Discussion and Analysis of Financial Condition and Results of Operations

  267 

Quantitative and Qualitative Disclosures About Market Risk

  285286 

Comparison of Rights of Byline Stockholders and First Evanston Shareholders

  288289 

Stockholder Proposals

  294295 

Legal Matters

  294295 

Experts

  294295 

Where You Can Find More Information

  295296 

Index to Consolidated Financial Statements

  F-1 

Annex A—Merger Agreement

  
A-1
 

Annex B—Form of Voting Agreement

  B-1 

Annex C—Opinion of Keefe, Bruyette & Woods, Inc

  C-1 

Annex D—Opinion of Piper Jaffray & Co

  D-1 

Annex E—Sections 11.65 and 11.70 of the Business Corporation Act of the State of Illinois

  E-1 

ii


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QUESTIONS AND ANSWERS ABOUT THE MERGER

        The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement, the Byline special meeting and the First Evanston special meeting. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to this document. See "Where You Can Find More Information."

Q:
What is the proposed transaction?

A:
Byline Bancorp, Inc. (which we refer to as "Byline"), First Evanston Bancorp, Inc. (which we refer to as "First Evanston"), and Wildcat Acquisition Corporation, a wholly owned subsidiary of Byline (which we refer to as "Merger Sub"), have entered into an Agreement and Plan of Merger, dated as of November 27, 2017 (which we refer to as the "merger agreement"), that provides for the merger of Merger Sub with and into First Evanston, with First Evanston as the surviving corporation (which we refer to as the "merger"). Immediately following the merger, First Evanston will merge with and into Byline, with Byline as the surviving corporation (which we refer to as the "parent merger") and immediately following the parent merger, First Bank & Trust, First Evanston's wholly owned bank subsidiary (which we refer to as "First Bank & Trust"), will merge with and into Byline Bank, Byline's wholly owned bank subsidiary, with Byline Bank as the surviving bank (which we refer to as the "bank merger"). At such time, First Bank & Trust's banking offices will become banking offices of Byline Bank. The above described mergers are anticipated to be completed during the first half of 2018, subject to the satisfaction or waiver of the conditions included in the merger agreement, a copy of which is attached hereto asAnnex A, which are described in this joint proxy statement/prospectus.

Q:
What will First Evanston's shareholders be entitled to receive in the merger?

A:
If the merger is completed, at the effective time of the merger (which we refer to as the "effective time"), each share of First Evanston common stock (other than shares owned by First Evanston, Byline or Merger Sub and any dissenting shares) will be converted into the right to receive a mix of cash and shares of Byline common stock. Specifically, each share of First Evanston common stock will be converted into the right to receive (i) 3.994 shares of Byline common stock (which we refer to as the "exchange ratio") and (ii) cash in an amount equal to $27.0 million divided by the total number of First Evanston shares of common stock outstanding immediately prior to the effective time (which cash amount we refer to as the "cash consideration"), with cash in lieu of fractional shares of Byline common stock. Based on [    ·    ]1,673,268 shares of First Evanston common stock outstanding as of [    ·    ],March 6, 2018, the latest practicable date before the date of this joint proxy statement/prospectus, the cash consideration per share of First Evanston common stock would be equal to $[    ·    ].approximately $16.13. Based on the closing price of Byline's common stock as reported on the New York Stock Exchange (the "NYSE") of $19.73 as of November 24, 2017, the trading day immediately preceding the public announcement of the merger, the implied value of the merger consideration that a First Evanston shareholder would be entitled to receive for each share of First Evanston common stock owned would be $94.46, with an aggregate transaction value of approximately $169.0 million based on the fully diluted number of shares of First Evanston common stock outstanding as of November 24, 2017. Based on the closing price of Byline common stock as reported on the NYSE of $[    ·    ]$23.36 as of [    ·    ],March 6, 2018, the latest practicable date before the date of this joint proxy statement/prospectus, the implied value of the merger consideration that a First Evanston shareholder would be entitled to receive for each share of First Evanston common stock owned would be $[    ·    ].$109.43 with an aggregate transaction value of approximately $191.2 million based on the fully diluted number of shares of First Evanston common stock outstanding as of March 6, 2018. We urge you to obtain current stock price quotations for Byline common stock. In addition,

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