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):

June 2125, 2019

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:

¨ 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))

Securities registered pursuant to Section 12(b) of the Act:



(Title of each class)	(Trading Symbols)	(Name of each exchange on which registered)
Common Stock (par value $.01 per share)	TCF	New York Stock Exchange
Depositary shares, each representing a 1/1000^th interest in a share of 5.70% Series C Non-Cumulative Perpetual Preferred Stock	TCF-PD	New York Stock Exchange

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).

¨ 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. ¨

Item 87.01 ~~Other~~Regulation ~~Events~~FD Disclosure.

~~In connection with the previously announced proposed merger of~~ TCF ~~Financial~~National ~~Corporation~~Bank (“TCF”) ~~and Chemical Financial Corporation (“Chemical~~Bank”), ~~the~~a ~~Office~~wholly ofowned ~~the~~subsidiary ~~Comptroller~~ of ~~the Currency has issued its approval of the merger of~~ TCF ~~National~~Financial ~~Bank~~Corporation ~~and Chemical Bank. Completion of~~ (the ~~merger of TCF and Chemical remains subject to future receipt of regulatory approval from the Board of Governors of the Federal Reserve System~~“Company”), asis ~~well~~launching asan ~~satisfaction~~offering of ~~customary~~fixed-to-floating ~~closing~~rate ~~conditions,~~subordinated ~~and~~bank isnotes ~~currently~~due ~~expected~~2029 ~~to be completed in~~ (the ~~third~~“Subordinated ~~quarter or early fourth quarter of 2019~~Notes”).

~~Cautionary~~The ~~Note~~Subordinated ~~Regarding~~Notes ~~Forward-Looking~~to ~~Statements~~be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Subordinated Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Subordinated Notes will be offered and sold only to institutional investors that are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

~~Statements~~This ~~included~~Current inReport ~~this~~on ~~report,~~Form ~~which~~8-K ~~are~~is ~~not~~being ~~historical~~issued inpursuant ~~nature are intended~~ to ~~be,~~ and ~~hereby~~in ~~are~~accordance ~~identified~~with ~~as,~~Rule ~~forward-looking~~135c ~~statements~~under ~~within~~ the ~~meaning of the Private~~ Securities ~~Litigation Reform~~ Act ~~of 1995. Words such as “will~~,” ~~“may,”~~and ~~“anticipate,”~~it ~~“create,”~~is ~~“plan,”~~neither ~~“expect,”~~an ~~“should,”~~offer ~~and~~to ~~“could”~~sell ~~and~~nor ~~variations~~a solicitation of ~~such~~an ~~words~~offer ~~and similar expressions are intended~~ to ~~identify~~buy ~~such~~any ~~forward-looking~~securities ~~statements.~~and ~~Forward-looking~~shall ~~statements~~not ~~are~~constitute ~~subject~~an offer to ~~risks,~~sell ~~uncertainties~~or ~~and~~a ~~assumptions~~solicitation ~~that~~of ~~are~~an ~~difficult~~offer to ~~predict with regard to timing~~buy, ~~extent,~~or ~~likelihood~~a ~~and~~sale ~~degree~~ of ~~occurrence~~, ~~which~~the ~~could~~Subordinated ~~cause~~Notes ~~actual~~or ~~results~~any toother ~~differ~~securities ~~materially~~in ~~from~~any ~~anticipated~~jurisdiction ~~results.~~in ~~Such~~which ~~risks,~~such ~~uncertainties and assumptions~~offer, ~~include,~~solicitation ~~among~~or ~~others,~~sale ~~the~~would ~~following:~~be unlawful.

•In ~~the~~connection ~~failure~~with tothe ~~obtain~~offering of the ~~remaining~~Subordinated ~~requisite~~Notes, ~~regulatory~~TCF ~~approvals~~Bank ~~when~~prepared ~~expected~~a orpreliminary atoffering ~~all~~circular ~~(and~~containing ~~the~~updated ~~risk~~Unaudited ~~that~~Pro ~~such~~Forma ~~approvals~~Combined ~~may~~Condensed ~~result~~Consolidated inFinancial Information relating to the ~~imposition~~proposed transactions contemplated by the Agreement and Plan of ~~conditions~~Merger, ~~that~~dated ~~could~~January ~~adversely~~27, ~~affect~~2019, between the ~~combined~~Company ~~company~~and orChemical ~~the~~Financial ~~expected~~Corporation. ~~benefits~~A copy of the ~~transaction);~~Unaudited Pro Forma Combined Condensed Consolidated Financial Information is furnished as Exhibit 99.1 of this report.

•The ~~the~~information ~~occurrence~~under Item 7.01 and in Exhibit 99.1 of ~~any~~this ~~event~~report is being furnished and shall not be deemed “filed” under Section 18 of the Securities Exchange Act of 1934, ~~change~~as oramended ~~other~~(the ~~circumstances~~“Exchange ~~that~~Act”), ~~could~~or ~~give~~otherwise ~~rise~~subject to the ~~right~~liabilities of ~~one~~that orsection. ~~both~~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 ~~parties~~Securities toAct ~~terminate~~of 1933, as amended, or the ~~merger~~Exchange ~~agreement;~~Act, ~~and~~except as shall be expressly set forth by specific reference in such a filing.

•Item ~~the~~9.01 ~~outcome~~Financial ofStatements ~~any~~and ~~legal proceedings that may be instituted against Chemical or TCF~~Exhibits.

Additional factors that could cause results to differ materially from those described above can be found in the risk factors described in Item 1A of each of Chemical’s and TCF’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2018 and in the Joint Proxy Statement/Prospectus regarding the proposed merger that was filed with the SEC on May 3, 2019 pursuant to Rule 424(bd)~~(3) by Chemical and on Schedule 14A by TCF~~ Exhibits. Chemical and TCF disclaim any obligation to update or revise any forward-looking statements contained in this report, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.



Exhibit No.	Description
99.1	Unaudited Pro Forma Combined Condensed Consolidated Financial Information

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/ 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: June 2125, 2019

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