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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):

September 15, 2017

 


 

 

TCF FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware
(State or other jurisdiction of
incorporation)

 

001-10253
(Commission File Number)

 

41-1591444
(IRS Employer Identification No.)

 

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:

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

o Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 8.01.                                        Other Events.

 

On September 15, 2017, TCF Financial Corporation (the “Company”) issued a press release announcing that it will redeem all of the issued and outstanding Series A Non-Cumulative Perpetual Preferred Stock and the related issued and outstanding depositary shares, each representing a 1/1,000th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock. The redemption will be funded with the net proceeds from the Company’s public offering of depositary shares, each representing a 1/1,000th interest in a share of the Company’s Series C Non-Cumulative Perpetual Preferred Stock, which closed on September 14, 2017, and additional cash on hand. 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press Release of TCF Financial Corporation dated September 15, 2017.

 

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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/ Craig R. Dahl

 

Craig R. Dahl,

 

Chairman, President and Chief Executive Officer

 

(Principal Executive Officer)

 

 

 

 

 

/s/ Brian W. Maass

 

Brian W. Maass,

 

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: September 15, 2017

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

TCF Financial Corporation · 200 Lake Street East · Wayzata MN 55391

 

FOR IMMEDIATE RELEASE

 

Contact:

Mark Goldman

(952) 475-7050

[email protected]

(Media)

Jason Korstange

(952) 745-2755

[email protected]

(Investors)

 

TCF ANNOUNCES REDEMPTION OF SERIES A DEPOSITARY SHARES

 

WAYZATA, Minn. (September 15, 2017) — TCF Financial Corporation (“TCF” or the “Company”) (NYSE:TCF) today announced that it has submitted a redemption notice to Computershare Inc. and Computershare Trust Company, N.A. (together, the “Redemption Agent”) for the full redemption of all 6,900 issued and outstanding shares of Series A Non-Cumulative Perpetual Preferred Stock (the “Preferred Stock”) and all 6,900,000 issued and outstanding shares of the related depositary shares, each representing a 1/1,000th interest in a share of the Preferred Stock (the “Series A Depositary Shares”) (NYSE: TCFPRB).  The Board of Governors of the Federal Reserve System has approved the redemption.

 

The Company will redeem the Preferred Stock on October 16, 2017 (the “Redemption Date”) at a cash redemption price equal to $25,234.3750 per share of Preferred Stock (the “Preferred Stock Redemption Price”).  Upon deposit by the Company of the Preferred Stock Redemption Price with the Redemption Agent, the Redemption Agent will redeem the Series A Depositary Shares.  The Series A Depositary Shares will be redeemed on the Redemption Date for cash at a redemption price representing 1/1,000th of the Preferred Stock Redemption Price, or $25.2343750 per Series A Depositary Share.

 

Unless the Company defaults in the payment of the Preferred Stock Redemption Price to the Redemption Agent, dividends on the Preferred Stock and the Series A Depositary Shares will cease to accrue on the Redemption Date. The Preferred Stock and the Series A Depositary Shares will no longer be outstanding after the Redemption Date and all rights of the holders of the Preferred Stock and the Series A Depositary Shares shall cease and terminate.

 

The redemption will be funded with TCF’s net proceeds from its public offering of depositary shares, each representing a 1/1,000th interest in a share of Series C Non-Cumulative Perpetual Preferred Stock, which closed on September 14, 2017, plus additional cash on hand.

 



 

After the completion of the redemption on October 16, 2017, TCF intends to delist the Series A Depositary Shares from the New York Stock Exchange as no Series A Depositary Shares will remain issued or outstanding at that time.

 

The address of the Redemption Agent is 250 Royall Street, Canton, MA 02021.

 

About TCF

 

TCF is a Wayzata, Minnesota-based national bank holding company. As of June 30, 2017, TCF had $22.1 billion in total assets and 321 bank branches in Illinois, Minnesota, Michigan, Colorado, Wisconsin, Arizona and South Dakota, providing retail and commercial banking services. TCF, through its subsidiaries, also conducts commercial leasing, equipment finance and auto finance business in all 50 states and commercial inventory finance business in all 50 states and Canada.

 

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