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 18, 2014
Chemical Financial Corporation
(Exact Name of Registrant as
Specified in its Charter)
| Michigan (State or Other Jurisdiction of Incorporation) |
000-08185 (Commission File Number) |
38-2022454 (IRS Employer Identification No.) |
|
235 E. Main Street
|
48640 (Zip Code) |
Registrant's telephone number, including area code: (989) 839-5350
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 (see General Instruction A.2. below):
£ 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))
| Item 8.01 | Other Events. |
On June 18, 2014, Chemical Financial Corporation issued a press release regarding the commencement of an underwritten public offering of shares of its common stock. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||
| (d) | Exhibits: | ||
| 99.1 | Press Release dated June 18, 2014. | ||
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 hereunto duly authorized.
| Dated: | June 18, 2014 | CHEMICAL FINANCIAL CORPORATION (Registrant) |
| /s/ Lori A. Gwizdala | ||
| Lori A. Gwizdala Executive Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
| Exhibit Number | Document | |
| 99.1 | Press Release dated June 18, 2014. |
EXHIBIT 99.1
For further information:
David B. Ramaker, CEO
Lori A. Gwizdala, CFO
989-839-5350
Chemical Financial Corporation Announces
$70 Million Public Offering of Common Stock
MIDLAND, Mich., June 18, 2014 — Chemical Financial Corporation (Nasdaq:CHFC) today announced that it has commenced an underwritten public offering of $70 million of its common stock. The Company intends to grant the underwriters a 30-day option to purchase up to an additional 15 percent of the shares of common stock sold pursuant to this offering to cover over-allotments. All of the shares are being offered by the Company.
The Company intends to use the net proceeds from this offering for general corporate purposes, which may include funding a portion of the merger consideration in the Company's pending merger with Northwestern Bancorp, Inc., funding the recapitalization of Northwestern Bank if the Company operates it as a separate bank for a period of time following the merger and funding organic loan growth and long-term strategic opportunities that may arise in the future.
Keefe, Bruyette & Woods, a Stifel company, is the sole book-running manager in this offering. Sandler O’Neill + Partners, L.P. is acting as co-manager for the offering.
The offering will be made under the Company’s shelf registration statement filed with the Securities and Exchange Commission (SEC) on June 12, 2014, which became immediately effective.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The offering may only be made by means of a prospectus and a related prospectus supplement, copies of which may be obtained by contacting Keefe, Bruyette & Woods, Inc., Attention: Equity Capital Markets, 787 Seventh Avenue, 4th Floor, New York, NY 10019, telephone (800) 966-1559. Copies of the prospectus and related prospectus supplement may also be obtained from the SEC’s website at: www.sec.gov.
About Chemical Financial Corporation
Chemical Financial Corporation is the second largest banking company headquartered and operating branch offices in Michigan. The Company operates through a single subsidiary bank, Chemical Bank, with 157 banking offices spread over 38 counties in the lower peninsula of Michigan. At March 31, 2014, the Company had total assets of $6.34 billion. Chemical Financial Corporation's common stock trades on The NASDAQ Stock Market under the symbol CHFC and is one of the issues comprising The NASDAQ Global Select Market. More information about the Company is available by visiting the investor relations section of its website at www.chemicalbankmi.com.
Forward-Looking Statements
This news release contains various forward-looking statements. Important factors that could cause actual results to differ materially from the Company's expectations include, but are not limited to, the risk factors described in the Company's filings with the SEC, including under “Risk Factors” (including the risk factors under the heading “Risk Factors—Risks Related to the Pending Merger with Northwestern”) in the Company's Preliminary Prospectus Supplement, dated June 18, 2014, and under “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2013. These and other factors could cause a difference between an ultimate outcome and a preceding forward-looking statement.