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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):

December 12, 2012

 


 

 

TCF FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-10253

 

41-1591444

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation or organization)

 

 

 

 

 

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

(Address of principal executive offices, including Zip Code)

 

(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:

 

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

 

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

 

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

 

[ ]   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 December 12, 2012, TCF Financial Corporation (the “Company”) announced the pricing of its public offering of 4,000,000 shares of 6.45% Series B Non-Cumulative Perpetual Preferred Stock, at a public offering price of $25 per share for gross proceeds of $100 million.  TCF has also granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of Series B Preferred Stock to cover over-allotments, if any, at the same price for potential additional gross proceeds of $15 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 December 12, 2012

 

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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, hereunto duly authorized.

 

 

TCF FINANCIAL CORPORATION

 

 

 

 

 

/s/ William A. Cooper

 

William A. Cooper,

 

Chairman and Chief Executive Officer

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Michael S. Jones

 

Michael S. Jones,

 

Executive Vice President and

 

Chief Financial Officer

 

(Principal Financial Officer)

 

 

 

 

 

 

 

/s/ Susan D. Bode

 

Susan D. Bode,

 

Senior Vice President and

 

Chief Accounting Officer

 

(Principal Accounting Officer)

 

Dated:  December 12, 2012

 

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Section 2: EX-99.1 (EX-99.1)

 

Exhibit 99.1

 

NEWS RELEASE

 

CONTACT:

Jason Korstange

 

 

 

(952) 745-2755

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

200 Lake Street East, Wayzata, MN 55391-1693

 

 

TCF Announces Pricing of Preferred Stock Offering

 

WAYZATA, MN, December 12, 2012 – TCF Financial Corporation (“TCF”) (NYSE:TCB) today announced the pricing of its public offering of 4,000,000 shares of 6.45% Series B Non-Cumulative Perpetual Preferred Stock (“Preferred Stock”), at a public offering price of $25.00 per share for gross proceeds of $100 million.  TCF has also granted the underwriters a 30-day option to purchase up to an additional 600,000 shares to cover over-allotments, if any, at the same price for potential additional gross proceeds of $15 million. Morgan Stanley & Co. LLC and UBS Securities LLC acted as joint book-running managers.  RBC Capital Markets, LLC and Stifel, Nicolaus & Company, Incorporated served as co-managers.

 

Dividends will be payable on the Preferred Stock if, as and when declared by TCF’s Board of Directors on a non-cumulative basis on March 1, June 1, September 1 and December 1 of each year, commencing on March 1, 2013 at a per annum rate of 6.45%.  TCF expects to use the net proceeds from the offering for general corporate purposes, which may include capital to support asset growth.

 

TCF expects to close the transaction, subject to customary conditions, on or about December 19, 2012.

 

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

 

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such jurisdiction.  The offering will be made only by means of a prospectus supplement and accompanying prospectus, copies of which may be obtained from Morgan Stanley & Co. LLC at 180 Varick Street, New York, NY 10014, Attention: Prospectus Delivery Department, or by telephone at 866-718-1649 and from UBS Securities LLC at 299 Park Avenue, New York, NY 10171, Attention: Prospectus Specialist, or by telephone at 877-827-6444, ext. 561-3884.

 

About TCF Financial Corporation

 

TCF is a Wayzata, Minnesota-based national bank holding company with $17.9 billion in total assets at September 30, 2012. The company has nearly 430 branches in Minnesota, Illinois, Michigan, Colorado, Wisconsin, Indiana, Arizona and South Dakota, providing retail and commercial banking services. TCF, through its subsidiaries, also conducts commercial leasing and equipment finance business in all 50 states, commercial inventory finance business in the U.S. and Canada, and indirect auto finance business in 40 states.

 

Safe Harbor for Forward-Looking Information

 

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 preliminary prospectus supplement relating to the Preferred Stock 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.

 

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