Davis Polk & Wardwell LLP advised J.P. Morgan Securities Inc. as sole book-running manager and representative of the underwriters in connection with the SEC-registered offering by MB Financial, Inc. of 12,578,125 shares of its common stock, which included 1,640,625 shares purchased pursuant to an over-allotment option. Net proceeds were approximately $191 million.

MB Financial, Inc. is a financial holding company and is registered as a bank holding company with banking offices located primarily in the Chicago metropolitan area. On September 11, 2009, in an FDIC-assisted transaction, MB Financial Bank, N.A., the bank subsidiary of MB Financial, Inc., assumed all of the deposits and acquired certain of the assets of Corus Bank, N.A., based in Chicago, Illinois, which was closed and put into FDIC receivership on that same day. The assumed deposits of Corus Bank totaled approximately $6.6 billion.

The Davis Polk capital markets team included partner Richard D. Truesdell Jr. and associates Jean Weng and Johanna R. Dyer (not yet admitted). The financial institutions team included partner Luigi L. De Ghenghi, counsel Reena Agrawal Sahni and associates Zoe James Maddox and Stefan A. Neata. The tax team included partner Po Sit and associate Niya Tang. The legal assistant for the transaction was Natalie Chan. All members of the Davis Polk team are based in the New York office.