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Huntington Completes Merger with TCF, Adds Five New Board Members

June 09, 2021, 07:47 AM
Filed Under: Banking News

Huntington Bancshares announced it has closed its merger with TCF Financial Corporation, 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 branches .  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.

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