TCF FINANCIAL CORPORATION (NYSE:TCB) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03. Material Modification to Rights of Security Holders.
On September12, 2017, TCF Financial Corporation, a Delaware corporation (the “Company”), filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of its SeriesC Non-Cumulative Perpetual Preferred Stock (the “Preferred Stock”).
Under the terms of the Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to or to repurchase, redeem or acquire its common stock or any preferred stock ranking on parity with or junior to the Preferred Stock, is subject to restrictions in the event that the Company does not declare and either pay or set aside a sufficient amount for payment of dividends on the Preferred Stock for the then-current dividend period.
The terms of the Preferred Stock are more fully described in the Certificate of Designations which is attached as Exhibit3.1 to this Current Report on Form 8-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Certificate of Designations, which became effective upon filing with the Secretary of State of the State of Delaware amends the Company’s Amended and Restated Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of the Preferred Stock. The terms of the Preferred Stock are more fully described in the Certificate of Designations which is attached as Exhibit3.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On September14, 2017, the Company issued 7,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000thinterest in a share of the Preferred Stock, which were registered to a registration statement on FormS-3 (File No.333-220374) which was automatically effective on September7, 2017 (the “Registration Statement”).
The offering was made to the prospectus supplement dated September7, 2017 and the accompanying prospectus dated September7, 2017, filed with the Securities and Exchange Commission as part of the Registration Statement. The following documents are being filed with this Current Report on Form8-K and shall be incorporated by reference into the Registration Statement: (i)Underwriting Agreement dated September7, 2017 by and between the Company and Morgan Stanley& Co. LLC and UBS Securities LLC, as managers of the several underwriters named therein attached as Exhibit 1.1; (ii)Certificate of Designations of the Company dated September12, 2017 attached as Exhibit 3.1; (iii)form of stock certificate representing the Preferred Stock attached as Exhibit 4.1; (iv)Deposit Agreement dated September14, 2017 among the Company, Computershare Trust Company, N.A. and Computershare Inc. and the holders from time to time of the Depositary Receipts described therein attached as Exhibit 4.2; (v)form of Depositary Receipt attached as Exhibit 4.3; and (vi)an opinion with respect to the Depositary Shares and the Preferred Stock attached as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.