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Deal Overview

Buyer:
TCF Financial Corporation
Actual Acquirer:
TCF Financial Corporation
Target:
Chemical Financial Corporation
Deal Type:
Bank & Thrift Company
Agreement Date:
1/27/2019
Announcement Date:
1/28/2019
Announced Deal Value ($ M):
3,551.90
Status:
Completed
Completion Date:
8/1/2019
Announced Deal Value Per Share ($ )
NA

Consideration Breakout
Common Stock ($M) 3,515.1
Common Stock Issued 83,400,000

Deal Terms
Description of Consideration

TCF Financial Corp. merged with Chemical Financial Corp. in a merger of equal transaction, whereby Chemical Financial Corp. issued 0.5081 shares of its common stock for each outstanding common stock of TCF Financial Corp. Upon completion of deal, TCF and Chemical shareholders now own 54% and 46% of the combined company, respectively, on a fully diluted basis. In addition to this each outstanding share of 5.70% Series C Non-Cumulative Perpetual Preferred Stock of TCF converted into the right to receive one share of a newly created series of preferred stock of Chemical.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? Yes
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) NA
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 325,000
Maximum Termination Fee ($ 000) 134,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.508100
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) NA
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes J.P. Morgan Securities LLC
Seller Yes Keefe Bruyette & Woods Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Simpson Thacher & Bartlett LLP
Seller Yes Nelson Mullins Riley