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TAYLOR CAPITAL GROUP, INC.
Offer to Exchange
Shares of Common Stock
For Any and All Outstanding Shares of
8% Non-Cumulative Convertible Perpetual Preferred Stock, Series A
(CUSIP No. 876851304)
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 4:00 P.M., CHICAGO TIME, ON MAY 12, 2010,
UNLESS WE EXTEND THE OFFER (SUCH DATE AND TIME, AS THE OFFER MAY BE EXTENDED, THE “EXPIRATION
DATE”). TENDERS MAY NOT BE WITHDRAWN AFTER THE SHARES OF SERIES A PREFERRED STOCK HAVE BEEN
ACCEPTED FOR EXCHANGE.
For each share of our 8% Non-Cumulative Convertible Perpetual Preferred Stock, Series A (the “Series A Preferred
Stock”) that is converted in connection with this offer (the “Exchange Offer”) we are offering to issue to the holder thereof an
aggregate of 3 shares of our common stock, par value $0.01 per share (the “Common Stock”) on the terms and subject to the
conditions described in this Offer to Exchange.
As of April 9, 2010, there were 2,400,000 shares of Series A Preferred Stock outstanding. As of April 9, 2010 there were
11,076,197 shares of our common stock outstanding out of a total of 45,000,000 shares of common stock authorized by our Third
Amended and Restated Certificate of Incorporation.
The Exchange Offer will expire at 4:00 p.m., Chicago time, on May 12, 2010, unless we extend it or terminate it earlier.
You may withdraw shares of Series A Preferred Stock that you tender at any time before the Exchange Offer expires. In addition,
you may withdraw any tendered shares of Series A Preferred Stock if we have not accepted them for payment within 40
business days from April 13, 2010, the date of the commencement of the Exchange Offer.
The Exchange Offer is subject to the conditions described in “The Exchange Offer—Conditions to the Exchange
Offer.” The Exchange Offer is subject to a minimum condition of greater than 1,200,000 shares of Series A Preferred Stock being
tendered for conversion pursuant to the Exchange Offer. We reserve the right