Securities Registration (section 12(b)) (8-a12b)
23 November 2017 - 5:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MB Financial, Inc.
(Exact name of registrant as specified in its charter)
Maryland
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36-4460265
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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800 West Madison Street, Chicago, Illinois
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60607
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange
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Title of each class
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on which each class
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to be so registered
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is to be registered
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Depositary Shares, each representing a 1/40
th
interest in a share of 6.00% Non-Cumulative
Perpetual Preferred Stock, Series C
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The NASDAQ Stock Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.
x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.
o
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-221322 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrants Securities to be Registered
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The securities to be registered hereby are depositary shares (the Depositary Shares) of MB Financial, Inc., a Maryland corporation (the Registrant), each representing a 1/40th interest in a share of the Registrants 6.00% Non-Cumulative Perpetual Preferred Stock, Series C (the Series C Preferred Stock), par value $0.01 per share, with a liquidation preference of $1,000 per share (equivalent to $25 per Depositary Share). The descriptions of the Series C Preferred Stock set forth under Items 3.03 and 5.03 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on November 21, 2017 and of the Depositary Shares set forth under the caption Description of the Depositary Shares in the prospectus supplement dated November 15, 2017 relating to the Depositary Shares, filed with the SEC on November 17, 2017 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, to the prospectus dated November 3, 2017 in the Registration Statement on Form S-3 (File No. 333-221322) of the Registrant, are each incorporated herein by reference.
Item 2. Exhibits
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3.1
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Charter of the Registrant (incorporated herein by reference to Exhibit 4.1 to Post-Effective Amendment No. One on Form S-8 filed on August 26, 2016 to the Registrants Registration Statement on Form S-4)
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3.2
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Articles Supplementary to the Charter of the Registrant containing the terms of the Series C Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on November 21, 2017)
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3.3
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Articles Supplementary to the Charter of the Registrant containing the terms of the Registrants Perpetual Non-Cumulative Preferred Stock, Series A (incorporated herein by reference to Exhibit 3.3 to the Registrants Registration Statement on Form 8-A filed on August 14, 2014)
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3.4
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Bylaws of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on March 2, 2015)
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4.1
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Form of certificate representing the Series C Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on November 22, 2017)
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4.2
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Deposit Agreement, dated as of November 22, 2017, among the Registrant, Computershare Inc., Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on November 22, 2017)
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4.3
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Form of depositary receipt representing the Depositary Shares relating to the Series C Preferred Stock (included as part of Exhibit 4.2 and incorporated herein by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on November 22, 2017)
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2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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MB FINANCIAL, INC.
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Date: November 22, 2017
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By:
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/s/ Randall T. Conte
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Randall T. Conte
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Vice President and Chief Financial Officer
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3
MB Financial Inc. - Perpetual Non-Cumulative Preferred Stock, Series A (delisted) (NASDAQ:MBFIP)
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