On October 10, 2012, PrivateBancorp, Inc. (the "Company") entered into an underwriting agreement with Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives for the underwriters listed therein, pursuant to which the Company agreed to issue and sell 4,761,905 shares of its common stock at a public offering price of $15.75 per share in an underwritten public offering for $75 million in aggregate gross proceeds.

On October 11, 2012, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives for the underwriters listed therein, pursuant to which the Company agreed to issue and sell $125 million aggregate principal amount of its 7.125% subordinated debentures due 2042 in an underwritten public offering.

The Company made certain customary representations, warranties and covenants in each of the underwriting agreements concerning the Company, the registration statements and other matters related to the public offerings. 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 agreements. The foregoing description of the underwriting agreements is qualified in its entirety by reference to the underwriting agreements, copies of which are filed as Exhibit 1.1 and Exhibit 1.2 to this Form 8-K and which are incorporated by reference herein.

On October 10, 2012, the Company issued a press release announcing that it had priced the previously announced underwritten public offering of 4,761,905 shares of its common stock at a price to the public of $15.75 per share for $75 million in aggregate gross proceeds. Attached as Exhibit 99.1 is a copy of the related press release, which is incorporated herein by reference.

On October 11, 2012, the Company announced that it had commenced an underwritten public offering of $125 million of its subordinated debentures. Attached as Exhibit 99.2 is a copy of the related press release, which is incorporated herein by reference.

On October 11, 2012, the Company announced that it had priced its previously announced underwritten public offering of $125 million in aggregate principal amount of its 7.125% subordinated debentures due 2042. Attached as Exhibit 99.3 is a copy of the related press release, which is incorporated herein by reference.

(d) Exhibits.

    Exhibits                                 Description

    1.1        Underwriting Agreement dated October 10, 2012

    1.2        Underwriting Agreement dated October 11, 2012

    5.1        Legal Opinion of General Counsel of PrivateBancorp, Inc. regarding
               validity of securities, dated October 10, 2012

23.1 Consent of General Counsel (included in Exhibit 5.1)

99.1 Press release dated October 10, 2012

99.2 Press release dated October 11, 2012

99.3 Press release dated October 11, 2012