EXHIBIT 99.1
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Filed by Wintrust Financial Corporation
(Commission File No. 0-21923)
pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: First Northwest Bancorp, Inc.
NEWS RELEASE
FOR IMMEDIATE RELEASE December 14, 2004
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FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President & Chief Executive Officer
David A. Dykstra, Senior Executive Vice President & Chief Operating Officer
(847) 615-4096
Website address: www.wintrust.com
WINTRUST FINANCIAL CORPORATION PRICES
PUBLIC OFFERING OF COMMON STOCK
LAKE FOREST, ILLINOIS-- Wintrust Financial Corporation. ("Wintrust")
(NASDAQ: WTFC) announced today the pricing of a public offering of 1,200,000
shares of its common stock at $59.50 per share. All of the shares to be sold in
the offering are being offered by an affiliate of RBC Capital Markets
Corporation (the "forward purchaser") in connection with a forward sale
agreement as discussed below. The forward purchaser also has granted an option
to the underwriters of the offering to purchase up to an additional 180,000
shares to cover over-allotments, if any.
The offering is being made under Wintrust's current shelf registration
statement filed with the Securities and Exchange Commission. In connection with
the offering, Wintrust entered into a forward sale agreement with the forward
purchaser, under which the forward purchaser agreed to borrow and sell 1,200,000
shares of Wintrust common stock. The forward sale agreement will settle in 12
months, or earlier at Wintrust's option. Wintrust has the option to physically
settle the forward sale agreement by delivering shares of common stock and
receiving the net proceeds of the offering. If Wintrust elected to physically
settle all of the 1,200,000 shares subject to the forward sale agreement, it
would receive net proceeds of approximately $67.1 million, after deducting the
underwriting discount. Wintrust also has the option to net stock settle or net
cash settle the forward sale agreement. Wintrust intends to use the net proceeds
that it receives upon settlement of the forward sale agreement to fund a portion
of the purchase price for the company's previously announced acquisitions of
Antioch Holding Company and First Northwest Bancorp, Inc. and for general
corporate purposes.
RBC Capital Markets Corporation is serving as lead manager of the
underwriters for the offering and Piper Jaffray & Co., Raymond James &
Associates, Inc., Sandler O'Neill & Partners, L.P. and Stifel, Nicolaus &
Company, Incorporated are acting as co-managers.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein, nor shall there
be any sale of these securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The offering may be made
only by means of a prospectus and a related prospectus supplement, copies of
which may be obtained from the offices of RBC Capital Markets Corporation, One
Liberty Plaza, 165 Broadway, New York, New York 10006.
ABOUT WINTRUST FINANCIAL CORPORATION
Wintrust is a financial holding company headquartered in Lake Forest,
Illinois, with total assets of approximately $6 billion at September 30, 2004.
Wintrust currently operates 12 community banks located in the greater Chicago
and Milwaukee metropolitan areas that provide community-oriented, personal and
commercial banking services primarily to individuals and small to mid-size
businesses through 49 banking facilities. Each of Wintrust's banks provides a
full complement of commercial and consumer loan and deposit products and
services. Wintrust provides wealth management services, including trust, asset
management and brokerage services, to customers primarily located in the
Midwest, as well as to customers of the company's banks. Wintrust also
originates and purchases residential mortgage loans, many of which are sold into
the secondary market. In addition, Wintrust is involved in specialty lending
through operating subsidiaries or divisions of certain of the company's banks.
Wintrust's specialty lending niches include commercial insurance premium
finance; accounts receivable financing and administrative services to the
temporary staffing industry; and indirect auto lending in which Wintrust
purchases loans through Chicago-area automobile dealerships.
FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 relating to
Wintrust's expected use of proceeds and planned acquisitions. Actual results
could differ materially from those addressed in the forward-looking statements
due to factors such as estimates of future market conditions, the behavior of
other market participants, government regulations and unforeseen changes in the
banking industry. Other factors are detailed from time to time in Wintrust's
most recent quarterly report on Form 10-Q or annual report on Form 10-K filed
with the Securities and Exchange Commission. Therefore, there can be no
assurances that future actual results will correspond to these forward-looking
statements.
NOTE: THE FOLLOWING NOTICE IS INCLUDED TO MEET CERTAIN LEGAL REQUIREMENTS
Wintrust will be filing a registration statement with the Securities and
Exchange Commission in connection with its previously announced proposed
acquisition of First Northwest Bancorp, Inc. ("First Northwest") in a merger
transaction involving Wintrust's common stock. The registration statement will
include a proxy statement/prospectus that will be sent to the shareholders of
First Northwest seeking their approval of the proposed transaction. Shareholders
of First Northwest are advised to read the important information concerning the
proposed transaction contained in the proxy statement/prospectus and other
documents filed by Wintrust with the Securities and Exchange Commission when
they become available. When filed, these documents can be obtained free of
charge from the web site maintained by the Securities and Exchange Commission at
http://www.sec.gov or upon written request to Wintrust Financial Corporation,
Attn: Investor Relations, 727 North Bank Lane, Lake Forest, Illinois 60045 or by
calling (847) 615-4096, or upon written request to First Northwest Bancorp,
Inc., Attn: President, 234 W. Northwest Highway, Arlington Heights, Illinois
60004 or by calling (847) 670-1000.