TCF National Bank Announces Closing of $150 Million Fixed-to-Floating Rate Subordinated Bank Notes Offering
July 02 2019 - 1:15PM
Business Wire
TCF National Bank (“TCF Bank”), a wholly-owned subsidiary of TCF
Financial Corporation (“TCF”) (NYSE: TCF), today announced the
closing of its offering of $150 million aggregate principal amount
of 4.125% Fixed-to-Floating Rate Subordinated Bank Notes Due 2029
(the “Subordinated Notes”). The offering was exempt from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”).
The Subordinated Notes were sold at par resulting in net
proceeds, after underwriting commissions and other estimated
offering expenses, of approximately $148.6 million. TCF Bank
intends to use the net proceeds from the sale of the Subordinated
Notes for general corporate purposes, which may include capital to
support asset growth and reducing long-term borrowings. The
Subordinated Notes are intended to qualify as Tier 2 capital of TCF
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 Subordinated Notes have not been and will not be registered
under 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 are being
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.
This announcement is 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
does 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 unlawful.
Cautionary Note Regarding Forward-Looking Statements
Statements included in this press release, which are not historical
in nature are intended to be, and hereby are identified as,
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “will,”
“may,” “anticipate,” “create,” “plan,” “expect,” “should,” and
“could” and variations of such words and similar expressions are
intended to identify such forward-looking statements.
Forward-looking statements are subject to risks, uncertainties and
assumptions that are difficult to predict with regard to timing,
extent, likelihood and degree of occurrence, which could cause
actual results to differ materially from anticipated results. Such
risks, uncertainties and assumptions, include, among others, the
following: deterioration in general economic, political and banking
industry conditions; cyber-security breaches, hacking, denial of
service, security breaches, loss or theft of information, or other
cyber-attacks that disrupt TCF Bank’s business operations or damage
its reputation; fluctuation in interest rates that result in
decreases in the value of assets or a mismatch between yields
earned on TCF Bank’s interest-earning assets and the rates paid on
its deposits and borrowings; lack of access to liquidity; inability
to pay and receive dividends; adverse effects related to
competition from traditional competitors, non-bank providers of
financial services and new technologies; soundness of other
financial institutions and other counterparty risk, including the
risk of default, operational disruptions, security breaches or
diminished availability of counterparties who satisfy TCF Bank’s
credit quality requirements; adverse developments affecting TCF
Bank’s branches, including its supermarket branches; risks related
to developing new products, markets or lines of business; changes
in the allowance for loan and lease losses dictated by new market
conditions, regulatory requirements or accounting standards; new
consumer protection and supervisory requirements or regulatory
reform related to capital, leverage, liquidity or risk management;
adverse changes in monetary, fiscal or tax policies; heightened
regulatory practices or requirements related to enterprise risk
management, the Bank Secrecy Act and anti-money laundering
compliance activity; deficiencies in TCF Bank’s compliance programs
or risk mitigation frameworks; the effect of any negative publicity
or reputational damage; technological or operational difficulties;
failure to keep pace with technological change, including with
respect to customer demands or system upgrades; risks related to
TCF Bank’s loan sales activity; dependence on accurate and complete
information from customers and counterparties; the failure to
attract and retain key employees; inability to successfully execute
on TCF Bank’s growth strategy through acquisitions or expanding
existing business relationships; changes in accounting standards or
interpretations of existing standards; adverse federal, state or
foreign tax assessments; litigation or government enforcement
actions; ineffective internal controls; and the effects of man-made
and natural disasters, any of which may negatively affect TCF
Bank’s operations and/or its customers.
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 TCF’s Annual Report on Form 10-K filed with
the SEC for the year ended December 31, 2018 and under the heading
“Risk Factors” of TCF’s Definitive Proxy Statement on Schedule 14A
for the Special Meeting of Shareholders held on June 7, 2019. TCF
disclaims any obligation to update or revise any forward-looking
statements contained in this press release, which speak only as of
the date hereof, whether as a result of new information, future
events or otherwise, except as required by law.
About TCF TCF is a Wayzata, Minnesota-based national bank
holding company. As of March 31, 2019, TCF had $24.4 billion in
total assets and 312 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 and equipment
finance business in all 50 states and commercial inventory finance
business in all 50 states and Canada. For more information about
TCF, please visit http://ir.tcfbank.com.
Click here to subscribe to news release email alerts for TCF
Financial Corporation.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190702005575/en/
Mark Goldman (952) 475-7050 news@tcfbank.com (Media)
Timothy Sedabres (952) 745-2766 investor@tcfbank.com
(Investors)
TCF Financial (NYSE:TCF)
Historical Stock Chart
From Aug 2024 to Sep 2024
TCF Financial (NYSE:TCF)
Historical Stock Chart
From Sep 2023 to Sep 2024