On October 28, 2009, PrivateBancorp, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities Inc., as representative of the underwriters listed therein (collectively the "Underwriters"), pursuant to which the Company agreed to sell approximately 19.3 million shares of its common stock at a public offering price of $8.50 per share in an underwritten public offering. In addition, pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to approximately 2.9 million additional shares of the Company's common stock to cover over-allotments, if any.

The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the registration statement related to the public offering. The Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, in accordance with the terms of the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated by reference herein.

A copy of the related press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On October 28, 2009, the Company also announced that, in addition to the approximately $35.3 million of common stock being purchased in the Company's public offering, certain funds managed by GTCR Golder Rauner II, L.L.C. agreed to purchase approximately $10.7 million of the Company's non-voting common stock through the exercise of certain preemptive rights set forth in the Preemptive and Registration Rights Agreement to which the Company and certain affiliates of GTCR Golder Rauner II, L.L.C. are parties. The purchase price of the non-voting common stock, which converts into the Company's common stock on a one-for-one basis, will be $8.075 per share, which is equal to the net proceeds per share to be received by the Company in its public offering of common stock. The public offering and the sale of the non-voting common stock are expected to close on November 2, 2009.

A copy of the related press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

(d) Exhibits

          Exhibit   Description


          1.1       Underwriting Agreement dated October 28, 2009

          5.1       Opinion of Vedder Price P.C. dated October 28, 2009

          99.1      Press release dated October 28, 2009