MB FINANCIAL, INC. (NASDAQ:MBFI) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

MB FINANCIAL, INC. (NASDAQ:MBFI) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

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On November 30, 2018, MB Financial, Inc. (the “Company” or “MB”) received a notice required by Section 101(i)(2)(e) of the Employment Retirement Income Security Act of 1974, as amended, from the administrator of the MB Financial, Inc. 401(k) Profit Sharing Plan (the “Plan”) regarding an anticipated blackout period for the MB Financial Stock Fund (the “MB Stock Fund”) in the Plan in connection with the anticipated closing of the Company’s previously announced merger (the “Merger”) with a subsidiary of Fifth Third Bancorp (“Fifth Third”) to the Agreement and Plan of Merger, dated as of May 20, 2018, by and between the Company and Fifth Third.

The blackout period is necessary to facilitate the conversion and exchange of MB common stock into Fifth Third common stock in connection with the Merger. Participants in the Plan have been advised that, if the Merger is completed as expected, then on the third business day prior to the closing date of the Merger: (a) the MB Stock Fund will close to new investments; and (b) a limited blackout period will commence during which transactions in the MB Stock Fund will not be permitted. During the blackout period, participants in the Plan will be unable to (a) borrow or take distributions from their MB Stock Fund holdings under the Plan; or (b) direct or diversify any Plan investments in MB common stock prior to the closing of the Merger or Fifth Third common stock following the closing of the Merger. The blackout period is expected to commence on the third business day before the closing date of the Merger and end five business days following the closing date of the Merger (although it may be extended if necessary). Because the Company does not yet know the actual closing date of the Merger, which remains subject to regulatory approval, it is unable to determine the exact dates for the blackout period at this time.

In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR as promulgated by the Securities and Exchange Commission, the Company sent a separate notice (the “Notice”) to its directors and executive officers on December 6, 2018, notifying them of the blackout period in the MB Stock Fund and certain trading prohibitions that they will be subject to during the blackout period. A copy of the 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.

Inquiries relating to the blackout period or the Notice may be directed without charge 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

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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.

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