COLUMBUS, Ohio and DETROIT, Dec. 13,
2020 /PRNewswire/ -- Huntington Bancshares Incorporated
("Huntington") (Nasdaq: HBAN; www.huntington.com), the parent
company of The Huntington National Bank, and TCF Financial
Corporation ("TCF") (Nasdaq: TCF; www.tcfbank.com), the parent
company of TCF National Bank, today announced the signing of a
definitive agreement under which the companies will combine in an
all-stock merger with a total market value of approximately
$22 billion to create a top 10 U.S.
regional bank with dual headquarters in Detroit, Michigan and Columbus, Ohio.
The combined company will bring together two purpose-driven
organizations with a deep commitment to the customers and
communities they serve. With a rich history of caring for customers
and colleagues, the new organization will have a top 5 rank in
approximately 70% of its deposit markets1 and will
leverage its scale to serve customer needs through a distinctive,
"People-First, Digitally-Powered" customer experience.
Under the terms of the agreement, which was unanimously approved
by the boards of directors of both companies, TCF will merge into
Huntington, and the combined holding company and bank will operate
under the Huntington name and brand following the closing of the
transaction. Upon closing, Stephen D.
Steinour will remain the chairman, president, and CEO of the
holding company and CEO and president of the bank. Gary Torgow
will serve as chairman of the bank's board of directors.
"This merger combines the best of both companies and provides
the scale and resources to drive increased long-term shareholder
value. Huntington is focused on accelerating digital investments to
further enhance our award-winning people-first, digitally powered
customer experience," Steinour said. "We look forward to welcoming
the TCF Team Members. Together we will have a stronger company
better able to support our customers and drive economic growth in
the communities we serve."
The headquarters for the Commercial Bank will be in Detroit where at least 800 employees of the
combined company, nearly three times the number TCF had planned,
will be housed in the downtown structure. Columbus will remain the headquarters for the
holding company and the Consumer Bank.
"This partnership will provide us the opportunity for deeper
investments in our communities, more jobs in Detroit, an increased commitment in
Minneapolis and a better
experience for our customers," Torgow said. "We will be a top
regional bank, with the scale to compete and the passion to serve.
Merging with the Huntington platform will be a great benefit to all
of our stakeholders and will drive significant opportunities for
our team members."
The pro forma combined company will have approximately
$168 billion in assets, $117 billion in loans, and $134 billion in deposits. The combined
organization will significantly improve Huntington's market
position, increase scale and provide greater revenue growth
opportunities. The company is expected to extend its top quartile
financial metrics after completion of the integration.
Huntington expects the financially compelling transaction to be
18% accretive to earnings per share in 2022, assuming the fully
phased-in transaction cost synergies. The merger uniquely positions
the combined organization to capitalize on market opportunities and
broaden the channels and customers it serves through expanded
distribution and product offerings.
Strategic and Financial Benefits of the Proposed
Merger
- Enhanced Profitability and Scale: The combined company's
expanded distribution and scale positions Huntington to serve an
expanded customer base through a distinctive customer experience
while driving top-quartile financial performance.
- Significant Cost Synergies: Estimated cost savings of
the combined company are approximately $490
million, or 37% of TCF's noninterest expense.
- Revenue Growth through Combined Segments and Expanded
National Footprint Businesses: The combined company will
strengthen its Consumer, Wealth, Business Banking, and Commercial
businesses. Huntington will leverage its broader product and
services offering, as well as its award-winning digital
capabilities, across the expanded combined customer base. In
addition, TCF operates national inventory and equipment finance
businesses, which will complement Huntington's existing commercial
efforts.
- Strengthened Market Position: The combined company will
maintain its leading market position with the largest branch share
and second position in Consumer Deposits in the footprint. The
combination expands the Huntington footprint to include
Minnesota, Colorado, Wisconsin, and South
Dakota, and deepens its presence in Chicago.
- Strong Brand and Cultural Alignment: The combined
company expands the reach of Huntington's "Welcome" culture and
enriches an inclusive, diverse, high-performing team.
- Community Commitment: Huntington will contribute
$50 million to a donor advised fund
at the Community Foundation for Southeast
Michigan to serve the needs of communities in Detroit and across the footprint of the
combined bank. This donor advised fund will be in addition to
commitments already made by both banks, including a combined
$10 million to Detroit's Strategic Neighborhood Fund. The
combined company also will remain committed to Minneapolis, where TCF was founded nearly a
century ago. Huntington and TCF have consistently earned
"Outstanding" ratings under the Community Reinvestment Act.
Huntington recently announced a $20
billion Community Plan, which is focused on driving economic
inclusion through access to capital, affordable housing and home
ownership, and community lending and investment. $5 billion is specifically dedicated to
Michigan. The most recent
component of the Community Plan is "Huntington's Lift Local
Business" which provides much-needed capital to local minority,
woman and veteran-owned businesses, as well as giving customers
access to business planning and educational programs to support
local businesses. TCF also recently announced a $1 billion commitment over five years to support
minority-owned and women-owned small businesses, which will be
added to Huntington's commitment. Huntington is the #1 SBA Lender
in the nation for loan origination, and this merger will provide
expanded opportunity to bring that expertise to a larger, combined
footprint.
Board of Directors
At closing, five current TCF Directors will be added to the
Board of Directors of the holding company. David L. Porteous
will serve as Lead Director of the holding company's Board of
Directors and the bank's Board of Directors.
Timing and Approvals
The merger is expected to close in the second quarter of 2021,
subject to satisfaction of customary closing conditions, including
receipt of customary regulatory approvals and approval by the
shareholders of each company.
Advisors
Goldman Sachs & Co. LLC is serving as financial advisor to
Huntington. Wachtell, Lipton, Rosen & Katz is serving as
legal advisor to Huntington.
Keefe, Bruyette & Woods, a Stifel Company, is serving
as financial advisor to TCF. Simpson Thacher & Bartlett
LLP is serving as legal advisor to TCF.
Conference Call and Webcast Information
Huntington's senior management will host a conference call at
8:30 a.m. Eastern Time, Monday, December 14, 2020, to discuss the
strategic and financial implications of the transaction. The call
may be accessed via a live Internet webcast at the Investor
Relations section of Huntington's website, www.huntington.com, or
through a dial-in-telephone number at (877) 407-8029, Conference
ID# 13714197. Slides will be available in the Investor
Relations section of Huntington's website.
About Huntington
Huntington Bancshares Incorporated is a regional bank holding
company headquartered in Columbus,
Ohio, with $120 billion of
assets and a network of 839 full-service branches, including 11
Private Client Group offices, and 1,330 ATMs across seven
Midwestern states. Founded in 1866, The Huntington National
Bank and its affiliates provide consumer, small business,
commercial, treasury management, wealth management, brokerage,
trust, and insurance services. Huntington also provides
vehicle finance, equipment finance, national settlement, and
capital market services that extend beyond its core states.
Visit huntington.com for more information.
About TCF Financial Corporation
TCF Financial Corporation (Nasdaq: TCF) is a Detroit, Michigan-based financial holding
company with $48 billion in total
assets at Sept. 30, 2020 and a top 10
deposit market share in the Midwest. TCF's primary banking
subsidiary, TCF National Bank, is a premier Midwest bank offering
consumer and commercial banking, trust and wealth management, and
specialty leasing and lending products and services to consumers,
small businesses and commercial clients. TCF has approximately 475
branches primarily located in Michigan, Illinois and Minnesota with additional locations in
Colorado, Ohio, South
Dakota and Wisconsin. TCF
also conducts business across all 50 states and Canada through its specialty lending and
leasing businesses. To learn more about TCF, visit tcfbank.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking
statements, including, but not limited to, certain plans,
expectations, goals, projections, and statements about the benefits
of the proposed transaction, the plans, objectives, expectations
and intentions of Huntington and TCF, the expected timing of
completion of the transaction, and other statements that are not
historical facts. Such statements are subject to numerous
assumptions, risks, and uncertainties. Statements that do not
describe historical or current facts, including statements about
beliefs and expectations, are forward-looking statements.
Forward-looking statements may be identified by words such as
expect, anticipate, believe, intend, estimate, plan, target, goal,
or similar expressions, or future or conditional verbs such as
will, may, might, should, would, could, or similar
variations. The forward-looking statements are intended to be
subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange
Act of 1934, and the Private Securities Litigation Reform Act of
1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements:
changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on
the global economy and financial market conditions and our
business, results of operations, and financial condition;
uncertainty in U.S. fiscal and monetary policy, including the
interest rate policies of the Federal Reserve Board; volatility and
disruptions in global capital and credit markets; movements in
interest rates; reform of LIBOR; competitive pressures on product
pricing and services; success, impact, and timing of our business
strategies, including market acceptance of any new products or
services including those implementing our "Fair Play" banking
philosophy; the nature, extent, timing, and results of governmental
actions, examinations, reviews, reforms, regulations, and
interpretations, including those related to the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the Basel III
regulatory capital reforms, as well as those involving the OCC,
Federal Reserve, FDIC, and CFPB; the occurrence of any event,
change or other circumstances that could give rise to the right of
one or both of the parties to terminate the merger agreement
between Huntington and TCF; the outcome of any legal proceedings
that may be instituted against Huntington or TCF; delays in
completing the transaction; the failure to obtain necessary
regulatory approvals (and the risk that such approvals may result
in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the transaction); the
failure to obtain shareholder approvals or to satisfy any of the
other conditions to the transaction on a timely basis or at all;
the possibility that the anticipated benefits of the transaction
are not realized when expected or at all, including as a result of
the impact of, or problems arising from, the integration of the two
companies or as a result of the strength of the economy and
competitive factors in the areas where Huntington and TCF do
business; the possibility that the transaction may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; diversion of management's attention
from ongoing business operations and opportunities; potential
adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the transaction; the ability to complete the transaction and
integration of Huntington and TCF successfully; the dilution caused
by Huntington's issuance of additional shares of its capital stock
in connection with the transaction; and other factors that may
affect the future results of Huntington and TCF. Additional
factors that could cause results to differ materially from those
described above can be found in Huntington's Annual Report on Form
10-K for the year ended December 31, 2019 and in its
subsequent Quarterly Reports on Form 10-Q, including for the
quarter ended September 30, 2020,
each of which is on file with the Securities and Exchange
Commission (the "SEC") and available in the "Investor Relations"
section of Huntington's website, http://www.huntington.com, under
the heading "Publications and Filings" and in other documents
Huntington files with the SEC, and in TCF's Annual Report on Form
10-K for the year ended December 31, 2019 and in its
subsequent Quarterly Reports on Form 10-Q, including for the
quarter ended September 30, 2020,
each of which is on file with the SEC and available on TCF's
investor relations website, ir.tcfbank.com, under the heading
"Financial Information" and in other documents TCF files with the
SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Huntington nor TCF assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements
involve significant risks and uncertainties, caution should be
exercised against placing undue reliance on such statements.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction, Huntington will
file with the SEC a Registration Statement on Form S-4 that will
include a Joint Proxy Statement of Huntington and TCF and a
Prospectus of Huntington, as well as other relevant documents
concerning the proposed transaction. The proposed transaction
involving Huntington and TCF will be submitted to TCF's
shareholders and Huntington's shareholders for their
consideration. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. INVESTORS AND SHAREHOLDERS OF HUNTINGTON AND
SHAREHOLDERS OF TCF ARE URGED TO READ THE REGISTRATION STATEMENT
AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders will be able to obtain a free copy of the definitive
joint proxy statement/prospectus, as well as other filings
containing information about Huntington and TCF, without charge, at
the SEC's website (http://www.sec.gov). Copies of the joint
proxy statement/prospectus and the filings with the SEC that will
be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by
directing a request to Huntington Investor Relations, Huntington
Bancshares Incorporated, Huntington Center, HC0935, 41 South High
Street, Columbus, Ohio 43287,
(800) 576-5007 or to TCF Investor Relations, TCF Financial
Corporation, 333 W. Fort Street, Suite 1800, Detroit, Michigan 48226, (866) 258-1807.
PARTICIPANTS IN THE SOLICITATION
Huntington, TCF, and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Huntington and TCF
in connection with the proposed transaction under the rules of the
SEC. Information regarding Huntington's directors and
executive officers is available in its definitive proxy statement
relating to its 2020 Annual Meeting of Shareholders, which was
filed with the SEC on March 12, 2020,
and other documents filed by Huntington with the SEC.
Information regarding TCF's directors and executive officers is
available in its definitive proxy statement relating to its 2020
Annual Meeting of Shareholders, which was filed with the SEC on
March 25, 2020, and other documents
filed by TCF with the SEC. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus and other
relevant materials filed with the SEC. Free copies of this
document may be obtained as described in the preceding
paragraph.
1 Footprint defined as IL, IN, MI, MN, OH, WI, WV,
Denver and Pittsburgh. Excludes all deposits above
$0.5 billion at any branch (excluded
deposits are assumed to include a significant level of commercial
deposits or are headquarter branches for direct banks).
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SOURCE Huntington Bancshares Inc.