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Section 1: 8-K (8-K)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

March 9, 2011

 


 

 

TCF FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-10253

 

41-1591444

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

200 Lake Street East, Mail Code EX0-03-A, Wayzata, Minnesota 55391-1693

(Address of principal executive offices)

 

(952) 745-2760

 (Registrant’s telephone number, including area code)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 


 

Item 8.01  Other Events

 

On March 9, 2011, TCF Financial Corporation (the “Company”) announced that its public offering of 13,114,755 shares of its common stock has priced at $15.25 per share for gross proceeds of $200 million.  TCF’s common stock price closed on March 9, 2011 at $15.58.  TCF has granted the underwriters a 30-day option to purchase up to an additional 1,967,213 shares of common stock to cover over-allotments, if any, at the same price for potential additional gross proceeds of $30 million.  A copy of the Company’s press release containing such announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01  Financial Statements and Exhibits.

 

 

(d)  Exhibits.

 

 

 

 

 

 

Exhibit No.

 

Description

 

99.1

 

Press Release of TCF Financial Corporation dated March 9, 2011

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

TCF FINANCIAL CORPORATION

 

 

 

 

 

/s/ William A. Cooper

 

William A. Cooper,

Chairman and Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

/s/ Thomas F. Jasper

 

Thomas F. Jasper, Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

 

 

 

 

/s/ David M. Stautz

 

David M. Stautz, Senior Vice President,

Controller and Assistant Treasurer

(Principal Accounting Officer)

 

Dated:    March 10, 2011

 

 

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Section 2: EX-99.1 (EX-99.1)

 

Exhibit 99.1

 

NEWS RELEASE

 

CONTACT:

 

Jason Korstange

 

 

 

 

(952) 745-2755

 

 

 

 

www.tcfbank.com

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

200 Lake Street East, Wayzata, MN 55391-1693

 

TCF Announces Pricing of Common Stock Offering

 

WAYZATA, MN, March 9, 2011 – TCF Financial Corporation (“TCF”) (NYSE:TCB) today announced that its public offering of 13,114,755 shares of its common stock has priced at $15.25 per share for gross proceeds of $200 million.  TCF’s common stock price closed today at $15.58.  TCF has also granted the underwriters a 30-day option to purchase up to an additional 1,967,213 shares of common stock to cover over-allotments, if any, at the same price for potential additional gross proceeds of $30 million.  J.P. Morgan Securities LLC and Morgan Stanley acted as joint lead book-running managers.  RBC Capital Markets served as co-manager.

TCF expects to use the net proceeds of the offering to repay its senior unsecured notes, redeem trust preferred securities upon the occurrence of a future capital treatment event and for general corporate purposes, including to enhance TCF’s capital ratios and therefore, TCF’s ability to pursue growth and acquisition opportunities.

TCF expects to close the transaction, subject to customary conditions, on or about March 15, 2011.  This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.  The offering will be made only by means of a prospectus supplement and

 

 

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accompanying prospectus, copies of which may be obtained from J.P. Morgan Securities LLC via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling toll-free (866) 803-9204 and from Morgan Stanley at 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department or by email at [email protected]

TCF is a Wayzata, Minnesota-based national bank holding company with $18.5 billion in total assets.  The company has 442 branches in Minnesota, Illinois, Michigan, Colorado, Wisconsin, Indiana, Arizona and South Dakota, providing retail and commercial banking services.  TCF also conducts commercial leasing and equipment finance business in all 50 states and commercial inventory finance business in the U.S. and Canada.

This press release may contain projections and other “forward-looking” statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements deal with future results, plans or performance.  We caution you that such statements are predictions and that actual events or results may differ materially.  TCF’s expected financial results or other plans are subject to a number of risks and uncertainties.  Please see the forward-looking statement disclosure contained in the SEC Form S-3 preliminary prospectus supplement dated as of the date hereof for more information about risks and uncertainties.  Forward-looking statements speak only as of the date made and TCF undertakes no duty to update the information.  This press release does not constitute a notice of redemption with respect to the trust preferred securities.

 

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