As reported in the Current Report on Form 8-K filed by MB Financial, Inc. (the “Company”) on December 6, 2018, the Company previously received a notice required by Section 101(i)(2)(e) of the Employment Retirement Income Security Act of 1974, as amended (“ERISA”), from the administrator of the MB Financial, Inc. 401(k) Profit Sharing Plan (the “Plan”) regarding an anticipated blackout period for the Plan’s MB Financial Stock Fund (the “MB Stock Fund”) investment option. The blackout period, which will occur in connection with the anticipated closing of the Company’s pending merger (the “Merger”) with a subsidiary of Fifth Third Bancorp (“Fifth Third”), is necessary to facilitate the conversion and exchange of the Company’s common stock into Fifth Third common stock.

On March 7, 2019, Fifth Third and the Company jointly announced that Fifth Third has received all necessary regulatory approvals to complete the Merger and that, subject to the completion of customary closing conditions, it is anticipated that the Merger will be completed on March 22, 2019. On March 7, 2019, the Company received a second notice, required by Section 101(i)(2)(e) of ERISA, from the Plan administrator regarding the blackout period in the MB Stock Fund in connection with the closing of the Merger, including the commencement date and duration of the blackout period. In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR, the Company sent an updated notice (the “Updated Notice”) to its directors and executive officers on March 7, 2019, notifying them that the blackout period in the MB Stock Fund and certain trading prohibitions that they will be subject to will commence at 3:00 p.m., Central Time, on March 18, 2019 and are expected to end during the week of March 25, 2019. A copy of the Updated Notice, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

During the blackout period and for a period of two years after the ending date of the blackout period, holders of the Company’s common stock and other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period by sending a request to Doria Koros, Corporate Secretary of MB Financial, Inc. by mail at 6111 N. River Road, Rosemont, IL 60018, or by telephone at (847) 653-1992.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Notice to Directors and Executive Officers of MB Financial, Inc. Regarding Blackout Period and Regulation BTR Trading Restrictions, dated March 7, 2019.

MB FINANCIAL INC /MD Exhibit
EX-99.1 2 ex991noticeofblackoutperio.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1IMPORTANT NOTICE REGARDING BLACKOUT PERIOD AND RESTRICTIONS ON YOUR RIGHTS TO TRADE MB FINANCIAL,…
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About MB FINANCIAL, INC. (NASDAQ:MBFI)

MB Financial, Inc. is a financial holding company. The Company, through its bank subsidiary, MB Financial Bank, N.A., offers a range of financial services to small and middle market businesses, and individuals. The Company’s segments include banking, leasing and mortgage banking. Its banking segment includes lending and deposit gathering activities. It includes four primary lines of business: commercial banking, lease banking, retail banking and wealth management. Its leasing segment includes lease originations and related services offered through the Company’s leasing subsidiaries: LaSalle Systems Leasing, Inc., Celtic Leasing Corp. and MB Equipment Finance, LLC. Its mortgage banking segment originates residential mortgage loans for sale to investors through its retail and third-party origination channels, as well as residential mortgage loans held in its loan portfolio. The mortgage banking segment also services residential mortgage loans owned by investors and the Company.