Current Report Filing (8-k)
July 02 2019 - 1:16PM
Edgar (US Regulatory)
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):
July 2, 2019
TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-10253
(Commission File Number)
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41-1591444
(IRS Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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(Title of each class)
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(Trading Symbols)
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(Name of each exchange on which registered)
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Common Stock (par value $.01 per share)
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TCF
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New York Stock Exchange
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Depositary shares, each representing a 1/1000
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interest in a share of the 5.70% Series C Non-Cumulative
Perpetual Preferred Stock
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TCF-PD
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New York Stock Exchange
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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).
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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.
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Item 7.01 Regulation FD Disclosure.
On July 2, 2019, TCF National Bank (“TCF Bank”), a wholly-owned subsidiary of TCF Financial Corporation, issued a press release announcing the closing of its offering of $150 million aggregate principal amount of 4.125% Fixed-to-Floating Rate Subordinated Bank Notes (the “Subordinated Notes”). A copy of the press release is furnished as Exhibit 99.1 of this report.
The information under Item 7.01 and in Exhibit 99.1 of this report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information under Item 7.01 and in Exhibit 99.1 of this report shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On July 2, 2019, TCF Bank issued $150 million of Subordinated Notes. From and including July 2, 2019 to, but excluding, July 2, 2024, the Subordinated Notes will bear interest at an initial rate of 4.125% per annum, payable semi-annually in arrears on each January 2 and July 2, beginning on January 2, 2020. Unless redeemed, from and including July 2, 2024 to but excluding July 2, 2029, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR rate plus 237.5 basis points, payable quarterly in arrears on January 2, April 2, July 2 and October 2 of each year, commencing on October 2, 2024.
The Subordinated Notes are intended to qualify as Tier 2 capital of TCF Financial Corporation and TCF Bank under the capital adequacy rules established by the Federal Reserve Board and Office of the Comptroller of the Currency, respectively, subject to applicable limitations. The proceeds are intended to be used for general corporate purposes which may include capital to support asset growth and reducing long-term borrowings. The Subordinated Notes were issued pursuant to an exemption from registration provided by Section 3(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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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.
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TCF FINANCIAL CORPORATION
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/s/ Craig R. Dahl
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Craig R. Dahl,
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
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/s/ Brian W. Maass
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Brian W. Maass,
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ Susan D. Bode
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Susan D. Bode,
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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Dated: July 2, 2019
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