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~~July 252, 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 1/1000th interest in a share of 5.70% Series C Non-Cumulative Perpetual Preferred Stock	TCF-PD	New York Stock Exchange
Depositary shares, each representing a 1/1000th interest in a share of the 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 7.01 Regulation FD Disclosure.

On July 2, 2019, TCF National Bank (“TCF Bank”), a wholly -owned subsidiary of TCF Financial Corporation, ~~(the~~issued ~~“Company”),~~a ispress ~~launching~~release anannouncing the closing of its offering of ~~fixed~~$150 million aggregate principal amount of 4.125% Fixed-to-~~floating~~Floating ~~rate~~Rate ~~subordinated~~Subordinated ~~bank~~Bank ~~notes~~Notes ~~due 2029~~ (the “Subordinated Notes”). A copy of the press release is furnished as Exhibit 99.1 of this report.

The ~~Subordinated~~information ~~Notes~~under toItem be7.01 ~~offered~~and ~~have~~in ~~not~~Exhibit 99.1 ~~been~~of ~~registered~~this ~~under~~report ~~the~~is ~~Securities~~being ~~Act~~furnished ofand ~~1933,~~shall asnot ~~amended~~be ~~(the~~deemed “~~Securities Act~~filed”), orfor ~~any~~the ~~state~~purpose ~~securities~~of ~~laws.~~Section 18 ~~The~~of ~~Subordinated~~the ~~Notes~~Securities ~~may~~Exchange ~~not~~Act beof ~~offered~~1934, oras ~~sold~~amended in (the ~~United~~“Exchange ~~States except pursuant to an exemption from~~Act”), or inotherwise ~~a transaction not~~ subject to, the ~~registration~~liabilities ~~requirements~~ of ~~the~~that ~~Securities~~section. ~~Act~~The ~~and~~information ~~applicable~~under ~~state~~Item ~~securities~~7.01 ~~laws~~and in Exhibit 99.1 ~~The~~of ~~Subordinated~~this ~~Notes~~report ~~will~~shall not be ~~offered~~incorporated ~~and~~by ~~sold~~reference ~~only~~into toany ~~institutional~~filing ~~investors~~under ~~that~~the ~~are~~Securities ~~“accredited~~Act ~~investors”~~or ~~within~~ the ~~meaning~~Exchange ofAct, ~~Rule~~except ~~501(a)(1),~~as ~~(2),~~shall ~~(3)~~be orexpressly ~~(7)~~set offorth ~~Regulation~~by Dspecific ~~under~~reference ~~the~~in ~~Securities~~such ~~Act.~~a filing.

~~This~~Item ~~Current Report on Form~~ 8-K.01 isOther being issued pursuant to and in accordance with Rule 135c under the Securities Act, and it is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Subordinated Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawfulEvents.

InOn ~~connection~~July ~~with~~2, ~~the~~2019, ~~offering~~TCF ofBank ~~the~~issued $150 million of Subordinated Notes. From and including July 2, ~~TCF~~2019 ~~Bank~~to, ~~prepared~~but aexcluding, ~~preliminary~~July ~~offering~~2, ~~circular~~2024, ~~containing~~the ~~updated~~Subordinated ~~Unaudited~~Notes ~~Pro~~will ~~Forma~~bear ~~Combined~~interest ~~Condensed~~at ~~Consolidated~~an ~~Financial~~initial ~~Information~~rate ~~relating~~of to4.125% ~~the~~per ~~proposed~~annum, ~~transactions~~payable ~~contemplated~~semi-annually byin ~~the~~arrears ~~Agreement~~on ~~and~~each ~~Plan~~January of2 ~~Merger~~and July 2, ~~dated~~beginning on January 272, ~~2019,~~2020. ~~between~~Unless ~~the~~redeemed, ~~Company~~from and ~~Chemical~~including ~~Financial~~July ~~Corporation.~~2, A2024 ~~copy~~to ofbut excluding July 2, 2029, the ~~Unaudited~~interest ~~Pro~~rate ~~Forma~~will ~~Combined~~reset ~~Condensed~~quarterly ~~Consolidated~~to ~~Financial~~an ~~Information~~annual isinterest ~~furnished~~rate asequal ~~Exhibit~~to 99the then-current three-month LIBOR rate plus 237.15 basis points, payable quarterly in arrears on January 2, April 2, July 2 and October 2 of ~~this~~each ~~report~~year, commencing on October 2, 2024.

The ~~information~~Subordinated ~~under~~Notes ~~Item~~are ~~7.01~~intended ~~and~~to inqualify ~~Exhibit~~as ~~99.1~~Tier of2 ~~this~~capital ~~report~~of isTCF ~~being~~Financial ~~furnished~~Corporation and ~~shall~~TCF ~~not~~Bank beunder ~~deemed~~the ~~“filed”~~capital ~~under~~adequacy ~~Section~~rules 18established ofby the ~~Securities~~Federal ~~Exchange~~Reserve ~~Act~~Board and Office of ~~1934,~~the asComptroller ~~amended~~of (the ~~“Exchange~~Currency, ~~Act”)~~respectively, ~~or otherwise~~ subject to ~~the~~applicable ~~liabilities of that section~~limitations. The ~~information~~proceeds ~~under~~are ~~Item~~intended ~~7.01~~to ~~and~~be inused ~~Exhibit~~for ~~99.1~~general ofcorporate ~~this~~purposes ~~report~~which ~~shall~~may ~~not~~include becapital ~~incorporated~~to bysupport ~~reference~~asset ~~into~~growth ~~any~~and ~~filing~~reducing ~~under~~long-term ~~the~~borrowings. ~~Securities~~The ~~Act~~Subordinated ofNotes ~~1933,~~were asissued ~~amended,~~pursuant orto ~~the~~an ~~Exchange~~exemption ~~Act,~~from ~~except~~registration asprovided ~~shall~~by beSection ~~expressly~~3(a)(2) ~~set~~of ~~forth~~the bySecurities ~~specific~~Act ~~reference~~of in1933, ~~such~~as ~~a filing~~amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	~~Unaudited~~Press ~~Pro~~Release ~~Forma~~announcing ~~Combined~~closing ~~Condensed~~of ~~Consolidated~~the ~~Financial~~Subordinated ~~Information~~Notes offering

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~~July 252, 2019

Filing Compare · TCF FINANCIAL CORP