MB Financial, Inc. Announces Pricing of Depositary Shares Offering

CHICAGO, Nov. 15, 2017 -- MB Financial, Inc. (the “Company” or “MB Financial”) (Nasdaq:MBFI), today announced the pricing of its public offering of 8,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40^th interest in a share of its 6.000% Noncumulative Perpetual Preferred Stock, Series C (the “Preferred Stock”), liquidation preference of $25 per Depository Share (equivalent to $1,000 per share of Preferred Stock), at a public offering price of $25 per Depositary Share, for gross proceeds of $200.0 million. Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC are acting as lead joint bookrunning managers of the offering.  J.P. Morgan Securities LLC and Sandler O’Neill & Partners, L.P. are acting as joint bookrunning managers of the offering.

Dividends will be payable on the Preferred Stock if, as and when declared by MB Financial’s Board of Directors on a non-cumulative basis on February 25, May 25, August 25 and November 25 of each year, commencing February 25, 2018, at a per annum rate of 6.000%.  MB Financial intends to use the net proceeds of the offering to fund the redemption of some or all of the 4,000,000 outstanding shares of the Company’s Series A Preferred Stock, at a per share redemption price of $25 plus the per share amount of any dividends that have been declared but not paid prior to the redemption date, and for general corporate purposes, which may include the repayment of indebtedness. 

The Preferred Stock is redeemable at par at MB Financial’s option, in whole or in part, subject to any required regulatory approval, on November 25, 2022 and on any scheduled dividend payment date thereafter.  The Preferred Stock also is redeemable by MB Financial at par, in whole but not in part, at any time prior to that date, subject to any required regulatory approval, within 90 days following a “regulatory capital treatment event” affecting MB Financial’s ability to treat the Preferred Stock as tier 1 capital for regulatory capital purposes.  

The Depositary Shares will be issued pursuant to an effective shelf registration statement (File No. 333-221322) (including a prospectus) filed with the Securities and Exchange Commission (“SEC”), a preliminary prospectus supplement (which is subject to completion) filed with the SEC and a final prospectus supplement to be filed with the SEC. You may get these documents for free by visiting the SEC web site at www.sec.gov.  Alternatively, you may obtain a copy of the prospectus and prospectus supplement by contacting:

• Merrill Lynch, Pierce, Fenner & Smith Incorporated by telephone at 1-800-294-1322, or by email at [email protected]
   
• UBS Securities LLC at Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019 or by telephone at (888) 827-7275

This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy the Depositary Shares, nor shall there be any sale of the Depositary Shares in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction in the absence of an applicable exemption from such registration or qualification requirements.

MB Financial is the Chicago-based holding company for MB Bank which has approximately $20 billion in assets and a more than one hundred year history of building deep and lasting relationships with middle-market companies and individuals.  MB Financial offers a full range of powerful financial solutions and the expertise and experience of bankers who are focused on their clients’ success. 

Safe Harbor Statement: Statements in this press release that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. By their nature, such statements are subject to numerous factors that could cause actual results to differ materially from those anticipated in the statements, including the anticipated use of proceeds from the offering of Depositary Shares and various other factors, including those set forth in the preliminary prospectus supplement filed by MB Financial with the SEC for the offering of Depositary Shares and in other documents filed by MB Financial with the SEC. You should not place undue reliance on any forward-looking statements and MB Financial undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

For Information at MB Financial, Inc. contact:
Berry Allen - Investor Relations
E-Mail: [email protected]