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Section 1: 8-K (8-K)





Washington, D.C.  20549








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


Date of Report (Date of earliest event reported):

November 30, 2011





(Exact name of registrant as specified in its charter)








(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:


[ ]   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 1, 2011, TCF Financial Corporation announced that its wholly-owned subsidiary, TCF National Bank, has completed its previously announced acquisition of Gateway One Lending & Finance, LLC.  A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.


Item 9.01  Financial Statements and Exhibits.


(d)        Exhibits.


Exhibit No.



Press Release dated December 1, 2011







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.













/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 Managing Director, Corporate Development

(Principal Accounting Officer)


Dated:  December 1, 2011



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Section 2: EX-99.1 (EX-99.1)


Exhibit 99.1







Jason Korstange
(952) 745-2755












GRAPHIC200 Lake Street East, Wayzata, MN 55391-1693


TCF Financial Corporation Completes Acquisition of

Gateway One Lending & Finance, LLC


WAYZATA, MN, December 1, 2011 — TCF Financial Corporation (“TCF”) (NYSE: TCB) today announced that its wholly-owned subsidiary, TCF National Bank, has completed its previously announced acquisition of Gateway One Lending & Finance, LLC (“Gateway One”).  With the completion of the transaction, Gateway One is now a wholly-owned subsidiary of TCF National Bank.


Headquartered in Anaheim, California, Gateway One utilizes its more than 3,200 active dealer relationships to originate loans to consumers in 30 states, primarily on used automobiles.  Through October 31, 2011, the company had originated $239 million in auto loans and had a managed portfolio of $412 million.  As part of the acquisition, TCF is retaining Gateway One’s seasoned executive management team.


“We are pleased with the completion of this acquisition,” said Craig Dahl, Executive Vice President of TCF Wholesale Banking.  “The addition of this national secured lending consumer product further diversifies our business and provides ample growth opportunities within the U.S. auto lending marketplace, the second largest consumer finance market in the U.S.  TCF has a proven track record of successfully




integrating and operating nationally-oriented specialty finance businesses in the past and we expect additional success with Gateway One.”


J.P. Morgan Securities LLC acted as exclusive financial advisor to TCF.  Morgan Keegan & Company, Inc. served as exclusive financial advisor to Gateway One.


About TCF Financial Corporation


TCF Financial Corporation is a Wayzata, Minnesota-based national bank holding company with $19.1 billion in total assets.  TCF has 436 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.   For more information about TCF, please visit


Safe Harbor for Forward-Looking Statements


This press release contains forward-looking statements. Forward-looking statements are statements that are not historical or current facts, including statements about beliefs and expectations, such as the timing of the closing of the transaction, the diversification of our specialty finance business, the potential growth opportunities, the yields on loans made in the future, the success of the transaction and the profitability of the business acquired.  Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including, but not limited to (1) slower than anticipated growth of the business acquired;  (2) difficulties in integrating the acquired business or its systems or retaining key





employees; (3) lower than anticipated yields on loans originated; (4) higher than expected delinquencies and charge-offs among loans originated; and (5) the factors identified under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and updated in our subsequent reports filed with the Securities and Exchange Commission (“SEC”). These reports are available at the SEC website at Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.






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