COLUMBUS, Ohio, June 9, 2021 /PRNewswire/ -- Huntington
Bancshares Incorporated (Nasdaq: HBAN; "Huntington") today
announced it has closed its merger with TCF Financial Corporation
("TCF"), creating a Top 25 U.S. bank holding company.
The combination positions Huntington for enhanced profitability
and scale, revenue growth opportunities, significant cost
synergies, and a strengthened market position, all driving
increased long-term shareholder value.
"We are pleased to announce the completion of this combination
with TCF and look forward to welcoming our new colleagues and
customers to Huntington. We also look forward to strengthening
our community impact through the combined bank," said Stephen D. Steinour, chairman, president and CEO
of Huntington. "This is a significant step forward for Huntington
in our vision to build the leading People-First, Digitally Powered
bank in the nation."
The combined company has approximately $175 billion in assets, $142 billion in deposits, and $116 billion in loans based on March 31, 2021, balances. Huntington now
operates more than 1,100 total branches1. The
combination also marks Huntington's entrance into attractive
markets in Minnesota and
Colorado, as well as new
businesses, including inventory finance lending. The
headquarters for the Commercial Bank is in Detroit; Columbus remains the headquarters for the
holding company and the Consumer Bank.
"Columbus, Detroit, and the
Twin Cities are all very important markets for the future of
Huntington. We want a broad senior management presence, not
only to lead our efforts with colleagues and support our customers,
but also to strengthen the communities we serve," Steinour
said. "Our business is about having the right people in the
right places. We will continue to have a distributed
leadership model to maximize our local advantage across the
footprint."
In connection with the merger, Huntington's Board of Directors
appointed five new directors, all former directors of TCF:
- Richard H. King, Managing
Director of Operations - Retired, Thomson Reuters Corporation;
- Barbara L. McQuade, Law
Professor, University of Michigan;
- Roger J. Sit, Chief Executive
Officer, Global Chief Investment Officer and Director, Sit
Investment Associates;
- Jeffrey L. Tate, Executive Vice
President and Chief Financial Officer, Leggett & Platt;
and
- Gary Torgow, Chairman of the
Board of Directors, The Huntington National Bank.
"Huntington is privileged to add these five directors with their
unique skillsets and impressive experience to our Board. Our Board
is comprised of a deeply engaged, diverse group of directors with a
shared vision and shared values. We are committed to
delivering top quartile financial performance to our shareholders
and continuing to support all of our stakeholders," said
Steinour.
Both Huntington and TCF customers will continue to bank as they
normally do at their existing branches. TCF customer accounts
will be converted to Huntington's systems in the fourth quarter,
and TCF customers will receive detailed information about the
pending account conversions in the coming weeks. Huntington
customers will not be impacted by the conversion.
At the effective time of the merger on June 9, 2021, each share of TCF common stock was
converted into the right to receive 3.0028 shares of Huntington
common stock. TCF shareholders will receive cash in lieu of
fractional shares, in accordance with the merger
agreement. Former TCF common stock shareholders who received
Huntington common shares in the merger and who continue to own
those shares through the June 17,
2021 record date, will receive Huntington's previously
announced dividend of $0.15 per
common share payable on July 1,
2021.
Each share of 5.70% Series C Non-Cumulative Perpetual Preferred
Stock, no par value, of TCF ("TCF series C preferred stock") was
converted into the right to receive a share of 5.70% Non-Cumulative
Perpetual Preferred Stock Series I, par value $0.01 per share, of Huntington ("Huntington
Series I preferred stock") at the effective time of the
merger. Each outstanding TCF depositary share (Nasdaq: TCFCP)
that represented a 1/1000th interest in a share of the TCF series C
preferred stock was converted into a Huntington depositary share
(Nasdaq: HBANM) representing a 1/1000th interest in a share of
Huntington Series I preferred stock. The Board also declared
and set aside a quarterly cash dividend on its newly created
Huntington Series I preferred stock of $356.25 per share (equivalent to $0.35625 per depositary share) payable
September 1, 2021, to holders of
record on August 15, 2021.
About Huntington
Huntington Bancshares Incorporated
(Nasdaq: HBAN) is a $175 billion
asset regional bank holding company headquartered in Columbus, Ohio. Founded in 1866, The
Huntington National Bank and its affiliates provide consumers,
small and middle-market businesses, corporations, municipalities,
and other organizations with a comprehensive suite of banking,
payments, wealth management, and risk management products and
services. Huntington operates more than 1,100 branches in 12
states, with certain businesses operating in extended
geographies. Visit Huntington.com for more information.
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 transaction,
the plans, objectives, expectations and intentions of Huntington,
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 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 does business; the possibility that the
proposed branch divestiture will not close when expected or at all
because required regulatory approvals are not received or other
conditions to the closing are not satisfied on a timely basis or at
all; the possibility that the branch divestiture 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 branch divestiture; and other factors that may affect the
future results of Huntington. 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, 2020 and in its
subsequent Quarterly Reports on Form 10-Q, including for the
quarter ended March 31, 2021, 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.
All forward-looking statements speak only as of the date they
are made and are based on information available at that
time. Huntington does not assume 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.
1 Excludes the previously announced divestiture of 14
Michigan branches and the previously
announced consolidation of 189 branches in Michigan and Ohio.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/huntington-completes-merger-with-tcf-adds-five-new-board-members-301308752.html
SOURCE Huntington Bancshares Inc.