Mergers & Acquisitions

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Deal Overview

MB Financial, Inc.
Actual Acquirer:
MB Financial, Inc.
Taylor Capital Group, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
Announcement Date:
Announced Deal Value ($ M):
Completion Date:
Announced Deal Value Per Share ($ )

Consideration Breakout
Cash ($M) 119.7
Common Stock ($M) 499.8
Common Stock Issued 19,602,480

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 181.7 155.3
Price / Tangible Book (%) 181.7 155.3
Price / Earnings (x) 11.3 17.2
Price / Deposits (%) 17.84 15.68
Price / Assets (%) 11.16 10.52
Tangible Book Premium/ Deposits (%) 9.34 6.87
Deal Terms
Description of Consideration

MB Financial Inc. paid $4.08 per share in cash and exchanged 0.6432 of its common share for each of the outstanding share of Taylor Capital Group Inc. MB Financial Inc. also assumed approximately $80.8 million principal amount of outstanding junior subordinated debentures. Under the Parent Merger Agreement, Taylor Capital shareholders may receive additional consideration if Taylor Capital's mortgage banking business is sold for an amount that results in an after-tax gain of more than $57 million. Additionally, shares of Taylor Capital Group Inc.'s Perpetual Non- Cumulative Preferred stock, Series A, were exchanged for shares of MB Financial preferred stock with substantially identical terms.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 288,152
Estimated Cost Savings (%) 30.00
Estimated Cost Savings ($ 000) 30,000
Est. Restructuring Charges ($ 000) 50,000
Maximum Termination Fee ($ 000) 20,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.643200
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 20,079
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes J.P. Morgan Securities LLC
Seller Yes Sandler O'Neill & Partners LP
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Silver Freedman Taff & Tiernan
Seller Yes Barack Ferrazzano Kirschbaum
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