mbfi8k062907.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): June
29, 2007
MB
FINANCIAL, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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0-24566-01
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36-4460265
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(State
or other jurisdiction
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(Commission
File No.)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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800
West Madison Street, Chicago, Illinois 60607
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (888)
422-6562
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
Item
8.01 Other Events
On
June
29, 2007, MB Financial, Inc. (the “Company”) entered into an agreement to sell
its Oklahoma City-based subsidiary bank, Union Bank, N.A., to Olney Bancshares
of Texas, Inc. for a cash purchase price of $76.9 million, plus or minus the
amount by which Union Bank’s shareholder’s equity as of the closing date exceeds
or is less than $30.0 million. The purchase price thus reflects
a premium to Union Bank’s book value of $46.9 million. The
transaction, which is subject to customary closing conditions and regulatory
approval, is expected to be completed within 90 to 120 days. Prior to
closing, Union Bank will sell to the Company’s lead subsidiary bank,
Chicago-based MB Financial Bank, N.A., approximately $130 million in performing
loans previously purchased from and originated by MB
Financial Bank.
A
press
release issued by the Company on July 2, 2007 announcing the agreement is
attached to this report as Exhibit 99 and is incorporated herein by
reference.
Forward-Looking
Statements
When
used
in this Current Report on Form 8-K and in other filings with the Securities
and Exchange Commission, in press releases or other public shareholder
communications, or in oral statements made with the approval of an authorized
executive officer, the words or phrases “believe,” “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 such statements are made. These statements
may relate to future financial performance, strategic plans or objectives,
revenues or earnings projections, or other financial information. By their
nature, these statements are subject to numerous uncertainties that could cause
actual results to differ materially from those anticipated in the statements.
Statements about the expected timing, completion and effects of the proposed
merger and all other statements in this report other than historical facts
constitute forward-looking 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)
the
possibility that the sale of Union Bank will not be completed within the
expected time frame, whether due to delays in receipt of regulatory approval
for
the transaction or the purchaser’s inability to obtain all of the financing it
needs to enable it to pay the purchase price; (2) expected cost savings and
synergies from our merger and acquisition activities, might not be realized
within the expected time frames; (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; (4) competitive pressures among depository institutions; (5) interest
rate movements and their impact on customer behavior and net interest margin;
(6) the impact of repricing and competitors' pricing initiatives on loan and
deposit products; (7) the ability to adapt successfully to technological changes
to meet customers' needs and developments in the market place; (8) our ability
to realize the residual values of our direct finance, leveraged, and operating
leases; (9) our ability to access cost-effective funding; (10) changes in
financial markets; (11) changes in economic conditions in general and in the
Chicago metropolitan area in particular; (12) the costs, effects and outcomes
of
litigation; (13) new legislation or regulatory changes, including but not
limited to changes in federal and/or state tax laws or interpretations thereof
by taxing authorities; (14) changes in accounting principles, policies or
guidelines; (15) our future acquisitions of other depository institutions or
lines of business; (16) our deposit growth and deposit mix resulting from our
new deposit gathering strategy may be less favorable than expected; and (17)
the
impact of the guidance prepared by the Office of the Comptroller of the Currency
regarding concentrations in real estate lending.
The
Company 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.
Item
9.01. Financial Statements and Exhibits
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99 Press
Release of MB Financial, Inc.
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MB
FINANCIAL, INC.
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Date:
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July
2, 2007
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By:
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/s/
Jill E. York
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Jill
E. York
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Vice
President and Chief Financial Officer
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