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CHEMICAL FINANCIAL CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

June 19, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On June 19, 2014, Chemical Financial Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named on Schedule A attached thereto (collectively, the "Underwriters"), relating to an underwritten public offering (the "Offering") of an aggregate of 2,500,000 shares of the Company's common stock, par value $1.00 per share ("Common Stock"). The Company also granted to the Underwriters a 30-day option to purchase up to an additional 375,000 shares of Common Stock to cover over-allotments, if any. The purchase price per share is $28.00. The net proceeds to the Company, after deducting the underwriting discount and estimated offering expenses payable by the Company, are expected to be approximately $66.2 million (or approximately $76.2 million if the over-allotment option is exercised in full).

The Underwriting Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this type and customary conditions to closing. In addition, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The shares of Common Stock are expected to be delivered to the Underwriters on or about June 24, 2014, subject to satisfaction of the closing conditions.

The Common Stock was offered pursuant to a prospectus supplement dated June 19, 2014 filed with the Securities and Exchange Commission (the "Commission") as part of the Company's automatic shelf registration statement on Form S-3 (Registration File No. 333-196687; effective on June 12, 2014).

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Underwriting Agreement that is attached hereto as Exhibit 1.1 and incorporated herein by reference. The representations and warranties set forth in the Underwriting Agreement are intended only for the benefit of the Underwriters and do not constitute representations and warranties of the Company to any other person.

In connection with the Offering, Warner Norcross & Judd LLP provided a legal opinion with respect to the validity of the shares of Common Stock to be issued by the Company in the Offering attached hereto as Exhibit 5.1.

Item 8.01 Other Events.



On June 19, 2014, Chemical Financial Corporation issued a press release regarding the pricing terms of the Offering. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference.

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Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 1.1 Underwriting Agreement, dated June 19, 2014. 5.1 Opinion of Warner Norcross & Judd LLP. 23.1 Consent of Warner Norcross & Judd LLP (included in Exhibit 5.1). 99.1 Press Release dated June 19, 2014.



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