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MBFI > SEC Filings for MBFI > Form 8-K on 13-Nov-2013All Recent SEC Filings

Show all filings for MB FINANCIAL INC /MD

Form 8-K for MB FINANCIAL INC /MD


13-Nov-2013

Regulation FD Disclosure


Item 7.01. Regulation FD Disclosure

Forward-Looking Statements

When used in this Current Report on Form 8-K and in other reports filed with or furnished to the Securities and Exchange Commission (the "SEC"), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "believe," "will," "should," "will likely result," "are expected to," "will continue" "is anticipated," "estimate," "project," "plans," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to our future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.

Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following:
(1) expected revenues, cost savings, synergies and other benefits from the pending merger of MB Financial, Inc. ("MB Financial") and Taylor Capital Group, Inc. ("Taylor Capital") and our other merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (2) requisite stockholder and regulatory approvals for the MB Financial-Taylor Capital merger might not be obtained; (3) the possibility that the expected benefits of the FDIC-assisted and other transactions we previously completed will not be realized; (4) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses, which could necessitate additional provisions for loan losses, resulting both from loans we originate and loans we acquire from other financial institutions; (5) results of examinations by the Office of Comptroller of Currency, the Board of Governors of the Federal Reserve System and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for loan losses or write-down assets;
(6) competitive pressures among depository institutions; (7) interest rate movements and their impact on customer behavior and net interest margin; (8) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (9) fluctuations in real estate values; (10) the ability to adapt successfully to technological changes to meet customers' needs and developments in the market-place; (11) our ability to realize the residual values of our direct finance, leveraged, and operating leases; (12) our ability to access cost-effective funding; (13) changes in financial markets; (14) changes in economic conditions in general and in the Chicago metropolitan area in particular; (15) the costs, effects and outcomes of litigation; (16) new legislation or regulatory changes, including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and regulations adopted thereunder, changes in capital requirements pursuant to the Dodd-Frank Act and the implementation of the Basel III capital standards, other governmental initiatives affecting the financial services industry and changes in federal and/or state tax laws or interpretations thereof by taxing authorities; (17) changes in accounting principles, policies or guidelines; (18) our future acquisitions of other depository institutions or lines of business; and (19) future goodwill impairment due to changes in our business, changes in market conditions, or other factors.

MB Financial does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

Additional Information

MB Financial has filed a registration statement on Form S-4 with the SEC in connection with the proposed MB Financial-Taylor Capital merger. The registration statement includes a preliminary joint proxy statement of MB Financial and Taylor Capital that also constitutes a preliminary prospectus of MB Financial, which, when finalized, will be sent to the stockholders of MB Financial and Taylor Capital. Stockholders are advised to read the preliminary joint proxy statement/prospectus regarding the proposed merger, the definitive joint proxy statement/prospectus (when it becomes available) and any other relevant documents filed with the SEC, as well as


any amendments or supplements to those documents, because they contain, or will contain, as the case may, be, important information about MB Financial, Taylor Capital and the proposed transaction. Copies of all documents relating to the merger filed by MB Financial and Taylor Capital can be obtained free of charge from the SEC's website at www.sec.gov. These documents also can be obtained free of charge by accessing MB Financial's website at www.mbfinancial.com under the tab "Investor Relations" and then under "SEC Filings" or by accessing Taylor Capital's website at www.taylorcapitalgroup.com under the tab "SEC Filings" and then under "Documents." Alternatively, these documents can be obtained free of charge from MB Financial upon written request to MB Financial, Inc., Secretary, 6111 North River Road, Rosemont, Illinois 60018 or by calling (847) 653-1992, or from Taylor Capital, upon written request to Taylor Capital Group, Inc., Investor Relations, 9550 West Higgins Road, Rosemont, Illinois 60018 or by calling (847) 653-7978.

MB Financial, Taylor Capital and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction under the rules of the SEC. Information about these participants may be found in the definitive proxy statement of MB Financial relating to its 2013 Annual Meeting of Stockholders filed with the SEC by MB Financial on April 12, 2013 and the definitive proxy statement of Taylor Capital relating to its 2013 Annual Meeting of Stockholders filed with the SEC on April 24, 2013. These definitive proxy statements can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants can be found in the joint proxy statement/prospectus regarding the proposed transaction, copies of which may also be obtained free of charge from the sources indicated above.

Set forth below are investor presentation materials.


[[Image Removed: GRAPHIC]] November 2013 NASDAQ: MBFI Investor Presentation

                       [[Image Removed: GRAPHIC]]                         Forward-Looking
                                                                          Statements and
                                                                          Additional
                                                                          Information 1
                                                                          Forward-Looking
                                                                          Statements When
                                                                          used in this
                                                                          presentation and
                                                                          in reports filed
                                                                          with or
                                                                          furnished to the
                                                                          Securities and
                                                                          Exchange
                                                                          Commission, in
                                                                          press releases
                                                                          or other public
                                                                          stockholder
                                                                          communications,
                                                                          or in oral
                                                                          statements made
                                                                          with the
                                                                          approval of an
                                                                          authorized
                                                                          executive
                                                                          officer, the
                                                                          words or phrases
                                                                          "believe,"
                                                                          "will,"
                                                                          "should," "will
                                                                          likely result,"
                                                                          "are expected
                                                                          to," "will
                                                                          continue" "is
                                                                          anticipated,"
                                                                          "estimate,"
                                                                          "project,"
                                                                          "plans," or
                                                                          similar
                                                                          expressions are
                                                                          intended to
                                                                          identify
                                                                          "forward-looking
                                                                          statements"
                                                                          within the
                                                                          meaning of the
                                                                          Private
                                                                          Securities
                                                                          Litigation
                                                                          Reform Act of
                                                                          1995. You are
                                                                          cautioned not to
                                                                          place undue
                                                                          reliance on any
                                                                          forward-looking
                                                                          statements,
                                                                          which speak only
                                                                          as of the date
                                                                          made. These
                                                                          statements may
                                                                          relate to our
                                                                          future financial
                                                                          performance,
                                                                          strategic plans
                                                                          or objectives,
                                                                          revenues or
                                                                          earnings
                                                                          projections, or
                                                                          other financial
                                                                          items. By their
                                                                          nature, these
                                                                          statements are
                                                                          subject to
                                                                          numerous
                                                                          uncertainties
                                                                          that could cause
                                                                          actual results
                                                                          to differ
                                                                          materially from
                                                                          those
                                                                          anticipated in
                                                                          the statements.
                                                                          Important
                                                                          factors that
                                                                          could cause
                                                                          actual results
                                                                          to differ
                                                                          materially from
                                                                          the results
                                                                          anticipated or
                                                                          projected
                                                                          include, but are
                                                                          not limited to,
                                                                          the following:
                                                                          (1) expected
                                                                          revenues, cost
                                                                          savings,
                                                                          synergies and
                                                                          other benefits
                                                                          from the pending
                                                                          Taylor Capital
                                                                          merger and our
                                                                          other merger and
                                                                          acquisition
                                                                          activities might
                                                                          not be realized
                                                                          within the
                                                                          anticipated time
                                                                          frames or at
                                                                          all, and costs
                                                                          or difficulties
                                                                          relating to
                                                                          integration
                                                                          matters,
                                                                          including but
                                                                          not limited to,
                                                                          customer and
                                                                          employee
                                                                          retention, might
                                                                          be greater than
                                                                          expected; (2)
                                                                          the possibility
                                                                          that the
                                                                          requisite
                                                                          stockholder and
                                                                          regulatory
                                                                          approvals for
                                                                          the pending
                                                                          Taylor Capital
                                                                          merger might not
                                                                          be obtained; (3)
                                                                          the credit risks
                                                                          of lending
                                                                          activities,
                                                                          including
                                                                          changes in the
                                                                          level and
                                                                          direction of
                                                                          loan
                                                                          delinquencies
                                                                          and write-offs
                                                                          and changes in
                                                                          estimates of the
                                                                          adequacy of the
                                                                          allowance for
                                                                          loan losses,
                                                                          which could
                                                                          necessitate
                                                                          additional
                                                                          provisions for
                                                                          loan losses; (4)
                                                                          results of
                                                                          examinations by
                                                                          the Office of
                                                                          Comptroller of
                                                                          Currency, the
                                                                          Board of
                                                                          Governors of the
                                                                          Federal Reserve
                                                                          System and other
                                                                          regulatory
                                                                          authorities,
                                                                          including the
                                                                          possibility that
                                                                          any such
                                                                          regulatory
                                                                          authority may,
                                                                          among other
                                                                          things, require
                                                                          us to increase
                                                                          our allowance
                                                                          for loan losses
                                                                          or write-down
                                                                          assets; (5)
                                                                          competitive
                                                                          pressures among
                                                                          depository
                                                                          institutions;
                                                                          (6) interest
                                                                          rate movements
                                                                          and their impact
                                                                          on customer
                                                                          behavior and net
                                                                          interest margin;
                                                                          (7) the impact
                                                                          of repricing and
                                                                          competitors'
                                                                          pricing
                                                                          initiatives on
                                                                          loan and deposit
                                                                          products; (8)
                                                                          fluctuations in
                                                                          real estate
                                                                          values; (9) the
                                                                          ability to adapt
                                                                          successfully to
                                                                          technological
                                                                          changes to meet
                                                                          customers' needs
                                                                          and developments
                                                                          in the market
                                                                          place; (10) our
                                                                          ability to
                                                                          realize the
                                                                          residual values
                                                                          of our direct
                                                                          finance,
                                                                          leveraged, and
                                                                          operating
                                                                          leases; (11) our
                                                                          ability to
                                                                          access
                                                                          cost-effective
                                                                          funding; (12)
                                                                          changes in
                                                                          financial
                                                                          markets; (13)
                                                                          changes in
                                                                          economic
                                                                          conditions in
                                                                          general and in
                                                                          the Chicago
                                                                          metropolitan
                                                                          area in
                                                                          particular; (14)
                                                                          the costs,
                                                                          effects and
                                                                          outcomes of
                                                                          litigation; (15)
                                                                          new legislation
                                                                          or regulatory
                                                                          changes,
                                                                          including but
                                                                          not limited to,
                                                                          the Dodd-Frank
                                                                          Wall Street
                                                                          Reform and
                                                                          Consumer
                                                                          Protection Act
                                                                          of 2010 (the
                                                                          "Dodd-Frank
                                                                          Act") and
                                                                          regulations
                                                                          adopted
                                                                          thereunder,
                                                                          changes in
                                                                          capital
. . .
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