Maryland | | | 6021 | | | 31-0724920 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Edward D. Herlihy, Esq. Jacob A. Kling, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 | | | Joseph T. Green General Counsel TCF Financial Corporation 333 W. Fort Street, Suite 1800 Detroit, Michigan 48226 (866) 258-1807 | | | Lee A. Meyerson, Esq. Sebastian Tiller, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 |
Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☐ |
Title of each class of securities to be registered | | | Amount to be registered | | | Proposed maximum offering price per share | | | Proposed maximum aggregate offering price | | | Amount of registration fee(5) |
Common Stock, par value $0.01 per share | | | 473,241,280(1) | | | N/A | | | $6,305,576,000(3) | | | $687,939 |
5.70% Non-Cumulative Perpetual Preferred Stock Series | | | 7,000(2) | | | N/A | | | $175,000,000(4) | | | $19,093 |
Depositary Shares each representing a 1/1000th interest in a share of Huntington series | | | (6) | | | (6) | | | (6) | | | (6) |
(1) | The number of shares of common stock, par value $0.01 per share, of Huntington Bancshares Incorporated (“Huntington” and such shares, the “Huntington common stock”) being registered is based upon an estimate of (x) the maximum number of shares of common stock, par value $1.00 per share, of TCF Financial Corporation (“TCF” and such shares, the “TCF common stock”) outstanding as of January 25, 2021 or issuable or expected to be exchanged in connection with the merger of TCF with and into Huntington, collectively equal to 157,600,000, multiplied by (y) the exchange ratio of 3.0028 shares of Huntington common stock for each share of TCF common stock. |
(2) | Represents the maximum number of shares of 5.70% Non-Cumulative Perpetual Preferred Stock Series |
(3) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated thereunder. The aggregate offering price is (x) the average of the high and low prices of TCF common stock as reported on the Nasdaq Global Select Market on January 25, 2021 ($40.01) multiplied by (y) the maximum number of shares of TCF common stock to be converted in the merger (157,600,000). |
(4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act. The aggregate offering price is (x) the book value per share of TCF series C preferred stock as of January 25, 2021 ($25,000) multiplied by (y) the maximum number of shares of TCF series C preferred stock to be converted in the merger (7,000). |
(5) | Calculated by multiplying the estimated aggregate offering price of securities to be registered by 0.0001091. The total registration fee was paid in connection with the initial filing of this Registration Statement on January 28, 2021. The “Calculation of Registration Fee” is included in this Amendment No. 1 solely to update the description of the Huntington series I preferred stock. |
(6) | No separate registration fee |
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Stephen D. Steinour Chairman of the Board, President and Chief Executive Officer Huntington Bancshares Incorporated | | | Gary Torgow Executive Chairman of the Board TCF Financial Corporation |
• | | | if you are a Huntington shareholder: Huntington Bancshares Incorporated 41 South High Street Columbus, Ohio 43287 (800) 576-5007 Attn: Huntington Investor Relations | | | • | | | if you are a TCF shareholder: TCF Financial Corporation 333 W. Fort Street, Suite 1800 Detroit, Michigan 48226 (866) 258-1807 Attn: TCF Investor Relations |
| | By Order of the Board of Directors | |
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| | Lyndsey M. Sloan Deputy General Counsel & Secretary Huntington Bancshares Incorporated | |
February [ ], 2021 | | |
| | By Order of the Board of Directors | |
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| | Gary Torgow Executive Chairman of the Board TCF Financial Corporation |
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Q: | Why am I receiving this joint proxy statement/prospectus? |
A: | You are receiving this joint proxy statement/prospectus because Huntington and TCF have agreed to a merger of TCF with and into Huntington (the “merger”), with Huntington as the surviving corporation (the “surviving corporation,” the “combined company,” or “Huntington,” as the case may be). A copy of the Agreement and Plan of Merger, dated as of December 13, 2020, by and between Huntington and TCF (as amended from time to time, the “merger agreement”) is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. Following the completion of the merger, TCF National Bank, a wholly owned bank subsidiary of TCF (“TCF National Bank”), will merge (the “bank merger”) with and into The Huntington National Bank, a wholly owned bank subsidiary of Huntington (“The Huntington National Bank”), with The Huntington National Bank as the surviving bank (the “combined bank”). |
Q: | What will happen in the merger? |
A: | In the merger, TCF will merge with and into Huntington. Each share of TCF common stock issued and outstanding immediately prior to the effective time of the merger (the “effective time”) (other than certain shares held by Huntington or TCF) will be converted into the right to receive 3.0028 shares (the “exchange ratio” and such shares, the “merger consideration”) of Huntington common stock. After completion of the merger, TCF will cease to exist, will no longer be a public company, and TCF common stock and TCF depositary shares in respect of TCF series C preferred stock will be delisted from the Nasdaq Global Select Market (the “NASDAQ”), will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will cease to be publicly traded. Holders of Huntington common stock and holders of Huntington preferred stock will continue to own their existing shares of Huntington common |
Q: | When and where will each of the special meetings take place? |
A: | The Huntington special meeting will be held virtually at |
Q: | What matters will be considered at each of the special meetings? |
A: | At the Huntington special meeting, holders of Huntington common stock will be asked to consider and vote on the following proposals: |
Q: | What will holders of TCF common stock receive in the merger? |
A: | In the merger, holders of TCF common stock will receive 3.0028 shares of Huntington common stock for each share of TCF common stock held immediately prior to the completion of the merger (other than certain shares held by Huntington or TCF). Huntington will not issue any fractional shares of Huntington common stock in the merger. Holders of TCF common stock who would otherwise be entitled to a fractional share of Huntington common stock in the merger will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying the average of the closing sale prices per share of Huntington common stock on the NASDAQ as reported by The Wall Street Journal for the five (5) consecutive full trading days ending on the day preceding the day on which the merger is completed (the “Huntington share closing price”) by the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Huntington common stock that such shareholder would otherwise be entitled to receive. |
Q: | What will holders of TCF depositary shares receive in the merger? |
A: | In the merger, each outstanding TCF depositary share representing a 1/1000th interest in a share of TCF series C preferred stock will become a Huntington depositary share representing a 1/1000th interest in a share of new Huntington preferred stock. Upon completion of the merger, Huntington will assume the obligations of TCF under the applicable deposit agreement. The TCF depositary shares representing TCF series C preferred stock are currently listed on the NASDAQ under the symbol “TCFCP.” The new Huntington depositary shares representing the new Huntington preferred stock are expected to be listed on the NASDAQ upon completion of the merger. See the information provided in the section entitled “Description of New Huntington Preferred Stock” beginning on page |
Q: | What will holders of Huntington common stock receive in the merger? |
A: | In the merger, holders of Huntington common stock will not receive any consideration, and their shares of Huntington common stock will remain outstanding and will constitute shares of the combined company. Following the merger, shares of Huntington common stock will continue to be listed on the NASDAQ. |
Q: | Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed? |
A: | Yes. Although the number of shares of Huntington common stock that holders of TCF common stock will receive is fixed, the value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the market value for Huntington common stock. Any fluctuation in the market price of Huntington common stock after the date of this joint proxy statement/prospectus will change the value of the shares of Huntington common stock that holders of TCF common stock will receive. Neither Huntington nor TCF is permitted to terminate the merger agreement as a result, in and of itself, of any increase or decrease in the market price of Huntington common stock or TCF common stock. |
Q: | How will the merger affect TCF equity awards? |
A: | At the effective time: |
Q: | What if I own TCF series C preferred stock? |
A: | If you are a holder of TCF series C preferred stock, no action is required of you. You are not entitled to, and are not requested to, vote on the TCF merger proposal, the TCF compensation proposal or the TCF adjournment proposal or to exercise appraisal or dissenters’ rights. |
Q: | What if I own TCF depositary shares? |
A: | If you are a holder of TCF depositary shares, no action is required of you. You are not entitled to, and are not requested to, vote on the TCF merger proposal, the TCF compensation proposal or the TCF adjournment proposal or to exercise appraisal or dissenters’ rights. |
Q: | How does the Huntington board of directors recommend that I vote at the Huntington special meeting? |
A: | The Huntington board of directors unanimously recommends that you vote “FOR” the Huntington merger proposal, “FOR” the Huntington authorized share count proposal and “FOR” the Huntington adjournment proposal. |
Q: | How does the TCF board of directors recommend that I vote at the TCF special meeting? |
A: | The TCF board of directors unanimously recommends that you vote “FOR” the TCF merger proposal, “FOR” the TCF compensation proposal and “FOR” the TCF adjournment proposal. |
Q: | Who is entitled to vote at the Huntington special meeting? |
A: | The record date for the Huntington special meeting is |
Q: | Who is entitled to vote at the TCF special meeting? |
A: | The record date for the TCF special meeting is |
Q: | What constitutes a quorum for the Huntington special meeting? |
A: | The presence virtually via the Huntington special meeting website or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. |
Q: | What constitutes a quorum for the TCF special meeting? |
A: | The shareholders present virtually via the TCF special meeting website or by proxy who, as of the record date for the TCF special meeting, were holders of a majority of the outstanding shares of TCF entitled to vote at the meeting constitutes a quorum. Abstentions will be included in determining the number of shares present at the TCF special meeting for the purpose of determining the presence of a quorum. |
Q: | If my shares of common stock are held in “street name” by my bank, broker, trustee or other nominee, will my bank, broker, trustee or other nominee vote my shares for me? |
A: | If you hold your shares in a stock brokerage account or if your shares are held by a bank, broker, trustee or other nominee (that is, in “street name”), please follow the voting instructions provided by your broker, bank, trustee or other nominee. |
Q: | What vote is required for the approval of each proposal at the Huntington special meeting? |
A: | Huntington Proposal 1: Huntington merger proposal. Approval of the Huntington merger proposal requires the affirmative vote of two-thirds of all the votes entitled to be cast on the merger by the holders of outstanding Huntington common stock. Shares of Huntington common stock not present virtually or by proxy, and shares present virtually or by proxy and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast “AGAINST” the Huntington merger proposal. |
Q: | What vote is required for the approval of each proposal at the TCF special meeting? |
A: | TCF Proposal 1: TCF merger proposal. Approval of the TCF merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of TCF common stock entitled to vote on the merger agreement (the “requisite TCF vote”). Shares of TCF common stock not present virtually or by proxy, and shares present virtually or by proxy and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast “AGAINST” the TCF merger proposal. |
Q: | Why am I being asked to consider and vote on the TCF compensation proposal? |
A: | Under Securities and Exchange Commission (“SEC”) rules, TCF is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to TCF’s named executive officers that is based on or otherwise relates to the merger, or “golden parachute” compensation. |
Q: | What happens if holders of TCF common stock do not approve, by non-binding, advisory vote, the TCF compensation proposal? |
A: | The vote on the proposal to approve the merger-related compensation arrangements for each of TCF’s named executive officers is separate and apart from the votes to approve the other proposals being presented at the TCF special meeting. Because the vote on the proposal to approve the merger-related executive compensation is advisory in nature only, it will not be binding upon TCF, Huntington, or the combined company in the merger. Accordingly, the merger-related compensation will be paid to TCF’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements, even if the holders of TCF common stock do not approve the proposal to approve the merger-related executive compensation. |
Q: | What if I hold shares in both Huntington and TCF? |
A: | If you hold shares of both Huntington common stock and TCF common stock, you will receive separate packages of proxy materials for each. A vote cast as a holder of Huntington common stock will not count as a vote cast as a holder of TCF common stock, and a vote cast as a holder of TCF common stock will not count as a vote cast as a holder of Huntington common stock. Therefore, please submit separate proxies for your shares of Huntington common stock and your shares of TCF common stock. |
Q: | How can I vote my shares while in attendance at my respective virtual special meeting? |
A: | Record Holders. Shares held directly in your name as the holder of record of Huntington common stock or TCF common stock may be voted at the Huntington special meeting or the TCF special meeting, as applicable. If you choose to vote your shares virtually at the respective special meeting via the applicable special meeting website, |
Q: | How can I vote my shares without attending my respective virtual special meeting? |
A: | Whether you hold your shares directly as the holder of record of Huntington common stock or TCF common stock or beneficially in “street name,” you may direct your vote by proxy without virtually attending the Huntington special meeting or the TCF special meeting, as applicable. |
Q: | What do I need to do now? |
A: | After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote as soon as possible. If you hold shares of Huntington common stock or TCF common stock, please respond by completing, signing and dating the accompanying proxy card and returning it in the enclosed postage-paid envelope, or by submitting your proxy by telephone or through the Internet, as soon as possible so that your shares may be represented at your meeting. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker, trustee or other nominee. |
Q: | Why is my vote important? |
A: | If you do not vote, it will be more difficult for Huntington or TCF to obtain the necessary quorum to hold its special meeting. In addition, your failure to submit a proxy or vote at the applicable virtual special meeting, or failure to instruct your bank, broker, trustee or other nominee how to vote, will have the same effect as a vote “AGAINST” the Huntington merger proposal, the TCF merger proposal and the Huntington authorized share count proposal, as applicable, and an abstention will have the same effect as a vote “AGAINST” the Huntington merger proposal, the TCF merger proposal and the Huntington authorized share count proposal, as applicable. |
Q: | Can I revoke my proxy or change my vote? |
A: | Yes. You can change your vote at any time before your proxy is voted at your meeting. You can do this by: |
Q: | Will Huntington be required to submit the Huntington merger proposal and the Huntington authorized share count proposal to its shareholders even if the Huntington board of directors has withdrawn, modified or qualified its recommendation? |
A: | Yes. Unless the merger agreement is terminated before the Huntington special meeting, Huntington is required to submit the Huntington merger proposal and the Huntington authorized share count proposal to its shareholders even if the Huntington board of directors has withdrawn or modified the Huntington board recommendation (as defined in the section entitled “The Merger Agreement—Shareholder Meetings and Recommendation of Huntington’s and TCF’s Boards of Directors”). |
Q: | Will TCF be required to submit the TCF merger proposal to its shareholders even if the TCF board of directors has withdrawn, modified or qualified its recommendation? |
A: | Yes. Unless the merger agreement is terminated before the TCF special meeting, TCF is required to submit the TCF merger proposal to its shareholders even if the TCF board of directors has withdrawn or modified the TCF board recommendation (as defined in the section entitled “The Merger Agreement—Shareholder Meetings and Recommendation of Huntington’s and TCF’s Boards of Directors”). |
Q: | Are holders of Huntington common stock entitled to appraisal or dissenters’ rights? |
A: | No. Holders of Huntington common stock are not entitled to appraisal or dissenters’ rights under the MGCL. |
Q: | Are holders of TCF common stock entitled to appraisal or dissenters’ rights? |
A: | No. Holders of TCF common stock are not entitled to appraisal or dissenters’ rights under the Michigan Business Corporation Act (the “MBCA”). |
Q: | Are there any risks that I should consider in deciding whether to vote for the approval of the Huntington merger proposal, the approval of the Huntington authorized share count proposal or the approval of the TCF merger proposal, or the other proposals to be considered at the Huntington special meeting and the TCF special meeting, respectively? |
A: | Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page |
Q: | What are the material U.S. federal income tax consequences of the merger to holders of TCF common stock? |
A: | The merger is intended to qualify as a “reorganization” for federal income tax purposes, and it is a condition to our respective obligations to complete the merger that Huntington and TCF each receive a legal opinion to the effect that the merger will so qualify. Accordingly, holders of TCF common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their TCF common stock for Huntington common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of Huntington common stock. You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page |
Q: | When is the merger expected to be completed? |
A: | Huntington and TCF expect the merger to close in the second quarter of 2021. However, neither Huntington nor TCF can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. Huntington and TCF must first obtain the approval of holders of Huntington common stock and holders of TCF common stock for the merger, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions. |
Q: | What are the conditions to completion of the merger? |
A: | The obligations of Huntington and TCF to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals and the expiration of statutory waiting periods without the imposition of any materially burdensome regulatory condition (as defined in “The Merger—Regulatory Approvals”), tax opinions, approval by holders of Huntington common stock of the Huntington merger proposal and the Huntington authorized share count proposal and approval by holders of TCF common stock of the TCF merger proposal. For more information, see the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page |
Q: | What happens if the merger is not completed? |
A: | If the merger is not completed, holders of TCF common stock will not receive any consideration for their shares of TCF common stock in connection with the merger. Instead, TCF will remain an independent public company, TCF common stock and TCF depositary shares will continue to be listed on the NASDAQ, and Huntington will not complete the issuance of shares of Huntington common stock and new Huntington preferred stock pursuant to the merger agreement. In addition, if the merger agreement is terminated in certain circumstances, a termination fee of $238.8 million may be payable by either Huntington or TCF to the other party, as applicable. See the section entitled “The Merger Agreement—Termination Fee” beginning on page |
Q: | Should I send in my stock certificates now? |
A: | No. Please do not send in your stock certificates with your proxy. After the merger is completed, an exchange agent designated by Huntington and reasonably acceptable to TCF (the “exchange agent”) will send you instructions for exchanging TCF stock certificates for the consideration to be received in the merger. See the section entitled “The Merger Agreement—Conversion of Shares; Exchange of TCF Stock Certificates” beginning on page |
Q: | What should I do if I receive more than one set of voting materials for the same special meeting? |
A: | If you hold shares of Huntington common stock or TCF common stock in “street name” and also directly in your name as a holder of record or otherwise or if you hold shares of Huntington common stock or TCF common stock in more than one (1) brokerage account, you may receive more than one (1) set of voting materials relating to the same special meeting. |
Q: | What should I do if I have technical difficulties or trouble accessing the Huntington special meeting website or the TCF special meeting website? |
A: | If you encounter any difficulties accessing the Huntington special meeting, please |
Q: | Who can help answer my questions? |
A: | Huntington shareholders: If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact Huntington Investor Relations at (800) 576-5007 or Huntington’s proxy solicitor, Morrow Sodali LLC, by calling (203) 658-9400 or toll-free at (800) 662-5200, or via email to HBAN.info@investor.morrowsodali.com. |
| | Huntington Common Stock | | TCF Common Stock | | Implied Value of One Share of TCF Common Stock | | | Huntington Common Stock | | TCF Common Stock | | Implied Value of One Share of TCF Common Stock | |||||
December 11, 2020 | | $12.93 | | $34.78 | | $38.83 | | $12.93 | | $34.78 | | $38.83 | ||||||
[ ], 2021 | | $[ ] | | $[ ] | | $[ ] | ||||||||||||
February 11, 2021 | | $14.31 | | $42.00 | | $42.97 |
| | As of and for the Nine Months Ended September 30, | | | Year Ended December 31, | ||||||||||||||||
(amounts in millions, except per share data) | | | 2020 | | | 2019 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 |
Interest income | | | $2,769 | | | $3,190 | | | $4,201 | | | $3,949 | | | $3,433 | | | $2,632 | | | $2,115 |
Interest expense | | | 370 | | | 757 | | | 988 | | | 760 | | | 431 | | | 263 | | | 164 |
Net interest income | | | 2,399 | | | 2,433 | | | 3,213 | | | 3,189 | | | 3,002 | | | 2,369 | | | 1,951 |
Provision for credit losses | | | 945 | | | 208 | | | 287 | | | 235 | | | 201 | | | 191 | | | 100 |
Net interest income after provision for credit losses | | | 1,454 | | | 2,225 | | | 2,926 | | | 2,954 | | | 2,801 | | | 2,178 | | | 1,851 |
Noninterest income | | | 1,182 | | | 1,082 | | | 1,454 | | | 1,321 | | | 1,307 | | | 1,150 | | | 1,039 |
Noninterest expense | | | 2,039 | | | 2,020 | | | 2,721 | | | 2,647 | | | 2,714 | | | 2,408 | | | 1,976 |
Income before income taxes | | | 597 | | | 1,287 | | | 1,659 | | | 1,628 | | | 1,394 | | | 920 | | | 914 |
Provision for income taxes | | | 96 | | | 193 | | | 248 | | | 235 | | | 208 | | | 208 | | | 221 |
Net income | | | 501 | | | 1,094 | | | 1,411 | | | 1,393 | | | 1,186 | | | 712 | | | 693 |
Dividends on preferred shares | | | 65 | | | 55 | | | 74 | | | 70 | | | 76 | | | 65 | | | 32 |
Net income applicable to common shares | | | $436 | | | $1,039 | | | $1,337 | | | $1,323 | | | $1,110 | | | $647 | | | $661 |
Net income per common share-basic | | | $0.43 | | | $1.00 | | | $1.29 | | | $1.22 | | | $1.02 | | | $0.72 | | | $0.82 |
Net income per common share-diluted | | | 0.42 | | | 0.98 | | | 1.27 | | | 1.20 | | | 1.00 | | | 0.70 | | | 0.81 |
Cash dividends declared per common share | | | 0.45 | | | 0.43 | | | 0.58 | | | 0.50 | | | 0.35 | | | 0.29 | | | 0.25 |
| | As of and for the Nine Months Ended September 30, | | | Year Ended December 31, | ||||||||||||||||
(amounts in millions, except per share data) | | | 2020 | | | 2019 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 |
Balance sheet highlights | | | | | | | | | | | | | | | |||||||
Total assets (period end) | | | $120,116 | | | $107,735 | | | $109,002 | | | $108,781 | | | $104,185 | | | $99,714 | | | $71,018 |
Total long-term debt (period end) | | | 9,174 | | | 9,874 | | | 9,849 | | | 8,625 | | | 9,206 | | | 8,309 | | | 7,042 |
Total shareholders’ equity (period end) | | | 12,917 | | | 11,909 | | | 11,795 | | | 11,102 | | | 10,814 | | | 10,308 | | | 6,595 |
Average total assets | | | 115,968 | | | 107,721 | | | 107,971 | | | 104,982 | | | 101,021 | | | 83,054 | | | 68,560 |
Average total long-term debt | | | 9,730 | | | 9,145 | | | 9,332 | | | 8,992 | | | 8,862 | | | 8,048 | | | 5,585 |
Average total shareholders’ equity | | | 12,088 | | | 11,450 | | | 11,560 | | | 11,059 | | | 10,611 | | | 8,391 | | | 6,536 |
Key ratios and statistics | | | | | | | | | | | | | | | |||||||
Margin analysis-as a % of average earnings assets | | | | | | | | | | | | | | | |||||||
Interest income(1) | | | 3.47% | | | 4.32% | | | 4.25% | | | 4.12% | | | 3.77% | | | 3.50% | | | 3.41% |
Interest expense | | | 0.46 | | | 1.02 | | | 0.99 | | | 0.79 | | | 0.47 | | | 0.34 | | | 0.26 |
Net interest margin(1) | | | 3.01% | | | 3.30% | | | 3.26% | | | 3.33% | | | 3.30% | | | 3.16% | | | 3.15% |
Return on average total assets | | | 0.58% | | | 1.36% | | | 1.31% | | | 1.33% | | | 1.17% | | | 0.86% | | | 1.01% |
Return on average common shareholders’ equity | | | 5.5 | | | 13.6 | | | 12.9 | | | 13.4 | | | 11.6 | | | 8.6 | | | 10.7 |
Return on average tangible common shareholders’ equity(2)(6) | | | 7.3 | | | 17.7 | | | 16.9 | | | 17.9 | | | 15.7 | | | 10.7 | | | 12.4 |
Efficiency ratio(3) | | | 55.8 | | | 56.0 | | | 56.6 | | | 56.9 | | | 60.9 | | | 66.8 | | | 64.5 |
Dividend payout ratio | | | 104.7 | | | 43.0 | | | 45.0 | | | 41.0 | | | 34.3 | | | 40.3 | | | 30.5 |
Average shareholders’ equity to average assets | | | 10.42 | | | 10.63 | | | 10.71 | | | 10.53 | | | 10.50 | | | 10.10 | | | 9.53 |
Effective tax rate | | | 16.0 | | | 15.0 | | | 15.0 | | | 14.5 | | | 14.9 | | | 22.6 | | | 24.2 |
Non-regulatory capital | | | | | | | | | | | | | | | |||||||
Tangible common equity to tangible assets (period end)(4)(6) | | | 7.27 | | | 8.00 | | | 7.88 | | | 7.21 | | | 7.34 | | | 7.16 | | | 7.82 |
Tangible equity to tangible assets (period end)(5)(6) | | | 9.13 | | | 9.13 | | | 9.01 | | | 8.34 | | | 8.39 | | | 8.26 | | | 8.37 |
Capital under current regulatory standards (Basel III) | | | | | | | | | | | | | | | |||||||
CET 1 risk-based capital ratio | | | 9.89 | | | 10.02 | | | 9.88 | | | 9.65 | | | 10.01 | | | 9.56 | | | 9.79 |
Tier 1 leverage ratio (period end) | | | 9.31 | | | 9.34 | | | 9.26 | | | 9.10 | | | 9.09 | | | 8.70 | | | 8.79 |
Tier 1 risk-based capital ratio (period end) | | | 12.37 | | | 11.41 | | | 11.26 | | | 11.06 | | | 11.34 | | | 10.92 | | | 10.53 |
Total risk-based capital ratio (period end) | | | 14.39 | | | 13.29 | | | 13.04 | | | 12.98 | | | 13.39 | | | 13.05 | | | 12.64 |
(1) | On a fully-taxable equivalent (“FTE”) basis assuming a 21% tax rate and a 35% tax rate for periods prior to January 1, 2018. |
(2) | Net income applicable to common shares excluding expense for amortization of intangibles for the period divided by average tangible shareholders’ equity. Average tangible shareholders’ equity equals average total shareholders’ equity less average intangible assets and goodwill. Expense for amortization of intangibles and average intangible assets are net of deferred tax. |
(3) | Noninterest expense less amortization of intangibles divided by the sum of FTE net interest income and noninterest income excluding securities gains (non-GAAP). |
(4) | Tangible common equity (total common equity less goodwill and other intangible assets) divided by tangible assets (total assets less goodwill and other intangible assets). Other intangible assets are net of deferred tax. |
(5) | Tangible equity (total equity less goodwill and other intangible assets) divided by tangible assets (total assets less goodwill and other intangible assets). Other intangible assets are net of deferred tax. |
(6) | Tangible equity, tangible common equity, and tangible assets are non-GAAP financial measures. Additionally, any ratios utilizing these financial measures are also non-GAAP. These financial measures have been included as they are considered to be critical metrics with which to analyze and evaluate financial condition and capital strength. Other companies may calculate these financial measures differently. |
| | September 30 | | | December 31 | ||||||||||||||||
| | 2020 | | | 2019 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
| | (unaudited) | | | | | | | | | | | |||||||||
(dollar amounts in millions) | | | | | | | | | | | | | | | |||||||
Calculation of tangible equity / asset ratio: | | | | | | | | | | | | | | | |||||||
Total shareholders’ equity | | | $12,917 | | | $11,909 | | | $11,795 | | | $11,102 | | | $10,814 | | | $10,308 | | | $6,595 |
Less: goodwill | | | (1,990) | | | (1,990) | | | (1,990) | | | (1,989) | | | (1,993) | | | (1,993) | | | (677) |
Less: other intangible assets | | | (201) | | | (244) | | | (232) | | | (281) | | | (346) | | | (402) | | | (55) |
Add: related deferred tax liability(1) | | | 42 | | | 51 | | | 49 | | | 59 | | | 73 | | | 141 | | | 19 |
Total tangible equity | | | 10,768 | | | 9,726 | | | 9,622 | | | 8,891 | | | 8,548 | | | 8,054 | | | 5,882 |
Less: preferred equity | | | (2,192) | | | (1,203) | | | (1,203) | | | (1,203) | | | (1,071) | | | (1,071) | | | (386) |
Total tangible common equity | | | $8,576 | | | $8,523 | | | $8,419 | | | $7,688 | | | $7,477 | | | $6,983 | | | $5,496 |
Total assets | | | $120,116 | | | $108,735 | | | $109,002 | | | $108,781 | | | $104,185 | | | $99,714 | | | $71,018 |
Less: goodwill | | | (1,990) | | | (1,990) | | | (1,990) | | | (1,989) | | | (1,993) | | | (1,993) | | | (677) |
Less: other intangible assets | | | (201) | | | (244) | | | (232) | | | (281) | | | (346) | | | (402) | | | (55) |
Add: related deferred tax liability(1) | | | 42 | | | 51 | | | 49 | | | 59 | | | 73 | | | 141 | | | 19 |
Total tangible assets | | | $117,967 | | | $106,552 | | | $106,829 | | | $106,570 | | | $101,919 | | | $97,460 | | | $70,305 |
Tangible equity / tangible asset ratio | | | 9.13% | | | 9.13% | | | 9.01% | | | 8.34% | | | 8.39% | | | 8.26% | | | 8.37% |
Tangible common equity / tangible asset ratio | | | 7.27 | | | 8.00 | | | 7.88 | | | 7.21 | | | 7.34 | | | 7.16 | | | 7.82 |
(1) | Other intangible assets are net of deferred tax liability. |
| | For the Nine Months Ended | | | For the Year Ended December 31, | ||||||||||||||||
(Dollars in thousands, except per share data) | | | September 30, 2020 | | | September 30, 2019 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 |
Consolidated Income: | | | | | | | | | | | | | | | |||||||
Interest income | | | $1,354,210 | | | $1,077,483 | | | $1,587,261 | | | $1,159,329 | | | $1,031,745 | | | $942,681 | | | $903,473 |
Interest expense | | | 197,203 | | | 197,204 | | | 298,229 | | | 150,834 | | | 94,271 | | | 82,956 | | | 71,851 |
Net interest income | | | 1,157,007 | | | 880,279 | | | 1,289,032 | | | 1,008,495 | | | 937,474 | | | 859,725 | | | 831,622 |
Noninterest income | | | 388,827 | | | 307,480 | | | 465,532 | | | 454,397 | | | 436,063 | | | 454,281 | | | 430,764 |
Total revenue | | | 1,545,834 | | | 1,187,759 | | | 1,754,564 | | | 1,462,892 | | | 1,373,537 | | | 1,314,006 | | | 1,262,386 |
Provision for credit losses | | | 245,333 | | | 50,879 | | | 65,282 | | | 46,768 | | | 68,443 | | | 65,874 | | | 52,944 |
Noninterest expense | | | 1,148,280 | | | 915,544 | | | 1,332,115 | | | 1,014,400 | | | 1,059,934 | | | 909,887 | | | 894,747 |
Income before income tax expense | | | 152,221 | | | 221,336 | | | 357,167 | | | 401,724 | | | 245,160 | | | 338,245 | | | 314,695 |
Income tax expense (benefit) | | | 14,870 | | | 28,866 | | | 50,241 | | | 86,096 | | | (33,624) | | | 116,528 | | | 108,872 |
Income attributable to non-controlling interest | | | 5,950 | | | 9,401 | | | 11,458 | | | 11,270 | | | 10,147 | | | 9,593 | | | 8,700 |
Net income attributable to TCF | | | 131,401 | | | 183,069 | | | 295,468 | | | 304,358 | | | 268,637 | | | 212,124 | | | 197,123 |
Preferred stock dividends | | | 7,481 | | | 7,481 | | | 9,975 | | | 11,588 | | | 19,904 | | | 19,388 | | | 19,388 |
Impact of preferred stock redemption | | | — | | | — | | | — | | | 3,481 | | | 5,779 | | | — | | | — |
Net income available to common shareholders | | | $123,920 | | | $175,588 | | | $285,493 | | | $289,289 | | | $242,954 | | | $192,736 | | | $177,735 |
| | For the Nine Months Ended | | | For the Year Ended December 31, | ||||||||||||||||
(Dollars in thousands, except per share data) | | | September 30, 2020 | | | September 30, 2019 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 |
Earnings per common share: | | | | | | | | | | | | | | | |||||||
Basic | | | $0.82 | | | $1.79 | | | $2.56 | | | $3.44 | | | $2.83 | | | $2.27 | | | $2.11 |
Diluted | | | 0.82 | | | 1.79 | | | 2.55 | | | 3.43 | | | 2.83 | | | 2.27 | | | 2.11 |
Dividends declared | | | 1.05 | | | 0.94 | | | 1.29 | | | 1.18 | | | 0.59 | | | 0.59 | | | 0.44 |
Financial Ratios: | | | | | | | | | | | | | | | |||||||
Return on average assets (“ROAA”)(1) | | | 0.38% | | | 0.88% | | | 0.92% | | | 1.37% | | | 1.26% | | | 1.05% | | | 1.03% |
Return on average common equity (“ROACE”)(1) | | | 3.02 | | | 7.50 | | | 7.67 | | | 12.42 | | | 10.80 | | | 9.13 | | | 9.19 |
Return on average tangible common equity (“ROATCE”)(non-GAAP)(1)(2)(3) | | | 4.57 | | | 9.05 | | | 9.81 | | | 13.56 | | | 15.73 | | | 10.29 | | | 10.48 |
Net interest margin (GAAP) | | | 3.45 | | | 4.35 | | | 4.17 | | | 4.66 | | | 4.52 | | | 4.33 | | | 4.45 |
Net interest margin (FTE)(4)(5) | | | 3.48 | | | 4.36 | | | 4.20 | | | 4.69 | | | 4.59 | | | 4.34 | | | 4.42 |
Dividend payout ratio | | | 128.05 | | | 52.54 | | | 50.41 | | | 34.33 | | | 20.83 | | | 26.09 | | | 21.03 |
Efficiency ratio | | | 74.28 | | | 77.08 | | | 75.92 | | | 69.34 | | | 77.17 | | | 69.25 | | | 70.88 |
Credit Quality Ratios: | | | | | | | | | | | | | | | |||||||
Net charge-offs as a percentage of average loans and leases(1) | | | 0.13 | | | 0.36 | | | 0.27 | | | 0.29 | | | 0.24 | | | 0.26 | | | 0.30 |
Adjusted Financial Results (non-GAAP): | | | | | | | | | | | | | | | |||||||
Adjusted net income attributable to TCF(2)(3) | | | $273,413 | | | $299,638 | | | $461,232 | | | $329,867 | | | $211,025 | | | $212,124 | | | $197,123 |
Adjusted diluted earnings per common share(2)(3) | | | $1.75 | | | $2.98 | | | $4.04 | | | $3.73 | | | $2.16 | | | $2.27 | | | $2.11 |
Adjusted ROAA(1)(2)(3) | | | 0.76% | | | 1.41% | | | 1.41% | | | 1.48% | | | 1.00% | | | 1.05% | | | 1.03% |
Adjusted ROACE(1)(2)(3) | | | 6.48 | | | 12.48 | | | 12.13 | | | 13.51 | | | 8.24 | | | 9.13 | | | 9.19 |
Adjusted ROATCE(1)(2)(3) | | | 9.31 | | | 14.90 | | | 15.34 | | | 14.74 | | | 9.25 | | | 10.29 | | | 10.48 |
Adjusted efficiency ratio(2)(3) | | | 59.69 | | | 61.57 | | | 60.58 | | | 64.77 | | | 69.71 | | | 67.59 | | | 69.55 |
Consolidated Financial Condition: | | | | | | | | | | | | | | | |||||||
Loans and leases | | | $34,343,691 | | | $33,510,752 | | | $34,497,464 | | | $19,073,020 | | | $19,105,284 | | | $17,844,716 | | | $17,436,744 |
Total assets | | | 47,565,789 | | | 45,692,511 | | | 46,651,553 | | | 23,699,612 | | | 23,002,159 | | | 21,441,326 | | | 20,689,609 |
Deposits | | | 39,172,097 | | | 35,286,074 | | | 34,468,463 | | | 18,903,686 | | | 18,335,002 | | | 17,242,522 | | | 16,719,989 |
Borrowings | | | 1,527,306 | | | 3,467,782 | | | 5,023,593 | | | 1,449,472 | | | 1,249,449 | | | 1,077,572 | | | 1,039,938 |
Total equity | | | 5,658,420 | | | 5,693,417 | | | 5,727,241 | | | 2,556,260 | | | 2,680,584 | | | 2,444,645 | | | 2,306,917 |
Financial Ratios: | | | | | | | | | | | | | | | |||||||
Common equity to assets | | | 11.50% | | | 12.04% | | | 11.87% | | | 9.99% | | | 10.42% | | | 10.09% | | | 9.80% |
Tangible common equity as a percent of tangible assets (non-GAAP)(2)(3) | | | 8.68 | | | 9.09 | | | 9.01 | | | 9.32 | | | 9.72 | | | 9.13 | | | 8.79 |
Total risk-based capital ratio | | | 14.04 | | | 12.63 | | | 12.70 | | | 13.38 | | | 13.90 | | | 13.69 | | | 13.71 |
Book value per common share | | | $35.88 | | | $35.82 | | | $36.20 | | | $28.44 | | | $27.48 | | | $24.91 | | | $23.50 |
Tangible book value per common share (non-GAAP)(2)(3) | | | 26.27 | | | 26.18 | | | 26.60 | | | 26.33 | | | 25.43 | | | 22.29 | | | 20.85 |
Credit Quality Ratios: | | | | | | | | | | | | | | | |||||||
Nonaccrual loans and leases as a percentage of total loans and leases(6) | | | 1.10% | | | 0.54% | | | 0.49% | | | 0.56% | | | 0.62% | | | 1.02% | | | 1.15% |
Nonperforming assets as a percentage of total loans and leases and other real estate owned(6) | | | 1.20 | | | 0.62 | | | 0.59 | | | 0.65 | | | 0.72 | | | 1.28 | | | 1.43 |
Allowance for loan and lease losses as a percentage of total nonaccrual loans and leases(6)(7) | | | 136.77 | | | 66.67 | | | 66.64 | | | 148.65 | | | 144.24 | | | 88.33 | | | 77.85 |
(1) | For the nine months ended September 30, 2020 and 2019, calculations are annualized. |
(2) | For the nine months ended September 30, 2020 and 2019, see section entitled “Non-GAAP Financial Measures” in TCF’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2020 and September 30, 2019 for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure. |
(3) | For the years ended 2019, 2018, 2017, 2016 and 2015, see “Item 7. Management’s Discussion and Analysis - Consolidated Financial Condition Analysis - Non-GAAP Financial Measures” in TCF’s Annual Report on Form 10-K for the year ended December 31, 2019 for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure. |
(4) | Net interest income on a fully tax-equivalent basis divided by average interest-earning assets. |
(5) | Presented on a tax-equivalent basis using the federal statutory tax rate in effect for each period presented. |
(6) | Prior to the adoption of current expected credit loss as of January 1, 2020, purchased credit impaired loans were not classified as nonaccrual loans because they were recorded at their net realizable value based on the principal and interest expected to be collected on the loans. At January 1, 2020, $73.4 million of previous purchased credit impaired loans were classified as nonaccrual loans. |
(7) | Effective January 1, 2020, TCF adopted Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and related ASUs on a modified retrospective basis. Financial information for the quarter ended September 30, 2020 is reflected as such. The historical information disclosed is in accordance with ASC Topic 310. |
(dollars in millions, except per share data) | | | | | | | Transaction Accounting Adjustments | | | Pro forma Condensed Combined | ||||||||
| | Historical Huntington | | | Historical TCF | | | Reclassifications Note 2 | | | Pro forma Adjustments | | | Note 4 | | |||
Assets | | | | | | | | | | | | | ||||||
Cash and due from banks | | | $1,029 | | | $538 | | | $— | | | $— | | | | | $1,567 | |
Interest-bearing deposits in the Federal Reserve Bank | | | 5,246 | | | 1,233 | | | | | | | | | 6,479 | |||
Interest-bearing deposits in banks | | | 109 | | | — | | | | | | | | | 109 | |||
Trading account securities | | | 54 | | | — | | | | | | | | | 54 | |||
Available-for-sale securities | | | 14,807 | | | 7,446 | | | | | | | | | 22,253 | |||
Held-to-maturity securities | | | 8,557 | | | 170 | | | | | 10 | | | A | | | 8,737 | |
Other securities | | | 421 | | | 301 | | | | | | | | | 722 | |||
Loans held for sale | | | 1,303 | | | 460 | | | | | | | | | 1,763 | |||
Loans and Leases | | | 81,156 | | | 34,344 | | | | | 146 | | | B | | | 115,646 | |
Allowance for loan and lease losses | | | (1,796) | | | (515) | | | | | (333) | | | C | | | (2,644) | |
Net loans and leases | | | 79,360 | | | 33,829 | | | — | | | (187) | | | | | 113,002 | |
Bank owned life insurance | | | 2,567 | | | — | | | 156 | | | | | | | 2,723 | ||
Premises and equipment | | | 752 | | | 470 | | | | | (89) | | | D | | | 1,133 | |
Goodwill | | | 1,990 | | | 1,313 | | | | | 893 | | | E | | | 4,196 | |
Servicing rights and other intangible assets | | | 419 | | | 190 | | | | | 24 | | | F | | | 633 | |
Other assets | | | 3,502 | | | 1,616 | | | (156) | | | (3) | | | G | | | 4,959 |
Total Assets | | | $120,116 | | | $47,566 | | | $— | | | $648 | | | | | $168,330 | |
| | | | | | | | | | | | |||||||
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | ||||||
Deposits | | | $95,154 | | | $39,172 | | | $— | | | $20 | | | H | | | $134,346 |
Short-term borrowings | | | 222 | | | 655 | | | | | | | | | 877 | |||
Long-term debt | | | 9,174 | | | 872 | | | | | 29 | | | I | | | 10,075 | |
Other liabilities | | | 2,649 | | | 1,208 | | | | | 9 | | | J | | | 3,866 | |
Total Liabilities | | | 107,199 | | | 41,907 | | | — | | | 58 | | | | | 149,164 | |
Shareholder’s Equity: | | | | | | | | | | | | | ||||||
Preferred stock | | | 2,191 | | | 169 | | | | | 15 | | | K | | | 2,375 | |
Common stock | | | 10 | | | 152 | | | | | (147) | | | L | | | 15 | |
Capital surplus | | | 8,766 | | | 3,451 | | | | | 2,949 | | | M | | | 15,166 | |
Less treasury shares, at cost, and other | | | (59) | | | (27) | | | | | 27 | | | | | (59) | ||
Accumulated other comprehensive gain (loss) | | | 257 | | | 192 | | | | | (192) | | | N | | | 257 | |
Retained earnings | | | 1,752 | | | 1,700 | | | | | (2,062) | | | O | | | 1,390 | |
Total shareholders’ equity | | | 12,917 | | | 5,637 | | | — | | | 590 | | | | | 19,144 | |
Noncontrolling interests in consolidated subsidiaries | | | — | | | 22 | | | | | — | | | | | 22 | ||
Total Equity Capital | | | 12,917 | | | 5,659 | | | — | | | 590 | | | | | 19,166 | |
Total liabilities and shareholders’ equity | | | $120,116 | | | $47,566 | | | $— | | | $648 | | | | | $168,330 |
(dollars in millions, except per share data) | | | | | Transaction Accounting Adjustments | | | Pro forma Condensed Combined | | | | | Transaction Accounting Adjustments | | | Pro forma Condensed Combined | ||||||||||||||||||||
| | Historical Huntington | | Historical TCF | | Reclassifications Note 2 | | Pro forma Adjustments | | Note 5 | | | | Historical Huntington | | Historical TCF | | Reclassifications Note 2 | | Pro forma Adjustments | | Note 5 | | |||||||||||||
Interest and fee income: | | | | | | | | | | | | | ||||||||||||||||||||||||
Loans and leases | | $2,327 | | $1,209 | | $— | | $(50) | | A | | $3,486 | | $2,327 | | $1,209 | | $— | | $(50) | | A | | $3,486 | ||||||||||||
Investment securities | | 407 | | 121 | | — | | (2) | | B | | 526 | | 407 | | 121 | | — | | (2) | | B | | 526 | ||||||||||||
Other | | 35 | | 24 | | — | | — | | | 59 | | 35 | | 24 | | — | | — | | | 59 | ||||||||||||||
Total interest income | | 2,769 | | 1,354 | | — | | (52) | | | 4,071 | | 2,769 | | 1,354 | | — | | (52) | | | 4,071 | ||||||||||||||
Interest expense: | | | | | | | | | | | | | ||||||||||||||||||||||||
Deposits | | 183 | | 146 | | — | | (1) | | C | | 328 | | 182 | | 146 | | — | | (1) | | C | | 327 | ||||||||||||
Borrowings | | 187 | | 51 | | — | | 11 | | D | | 249 | | 188 | | 51 | | — | | 11 | | D | | 250 | ||||||||||||
Total interest expense | | 370 | | 197 | | — | | 10 | | | 577 | | 370 | | 197 | | — | | 10 | | | 577 | ||||||||||||||
Net interest income | | 2,399 | | 1,157 | | — | | (62) | | | 3,494 | | 2,399 | | 1,157 | | — | | (62) | | | 3,494 | ||||||||||||||
Provision for credit losses | | 945 | | 245 | | — | | — | | | 1,190 | | 945 | | 245 | | — | | — | | | 1,190 | ||||||||||||||
Net interest income after provision for credit losses | | 1,454 | | 912 | | — | | (62) | | | 2,304 | | 1,454 | | 912 | | — | | (62) | | | 2,304 | ||||||||||||||
Service charges on deposit accounts | | 223 | | 83 | | — | | — | | | 306 | | 223 | | 83 | | — | | — | | | 306 | ||||||||||||||
Cards and payment processing income | | 183 | | 66 | | — | | — | | | 249 | | 183 | | 66 | | — | | — | | | 249 | ||||||||||||||
Trust and investment management services | | 140 | | 19 | | — | | — | | | 159 | | 140 | | 19 | | — | | — | | | 159 | ||||||||||||||
Mortgage banking income | | 277 | | 10 | | — | | — | | | 287 | | 277 | | 10 | | — | | — | | | 287 | ||||||||||||||
Leasing income | | — | | 103 | | — | | — | | | 103 | | — | | 103 | | — | | — | | | 103 | ||||||||||||||
Capital markets fees | | 91 | | — | | 15 | | — | | | 106 | | 91 | | — | | 15 | | — | | | 106 | ||||||||||||||
Insurance income | | 72 | | — | | — | | — | | | 72 | | 72 | | — | | — | | — | | | 72 | ||||||||||||||
Bank owned life insurance income | | 49 | | — | | 4 | | — | | | 53 | | 49 | | — | | 4 | | — | | | 53 | ||||||||||||||
Gain on sale of loans and leases | | 30 | | 73 | | — | | — | | | 103 | | 30 | | 73 | | — | | — | | | 103 | ||||||||||||||
Net (losses) gains on sales of securities | | (1) | | 2 | | — | | — | | | 1 | | (1) | | 2 | | — | | — | | | 1 | ||||||||||||||
Other income | | 118 | | 33 | | (19) | | — | | | 132 | | 118 | | 33 | | (19) | | — | | | 132 | ||||||||||||||
Total noninterest income | | 1,182 | | 389 | | — | | — | | | 1,571 | | 1,182 | | 389 | | — | | — | | | 1,571 | ||||||||||||||
Personnel costs | | 1,267 | | 512 | | — | | — | | | 1,779 | | 1,267 | | 512 | | — | | — | | | 1,779 | ||||||||||||||
Outside data processing and other services | | 273 | | — | | 63 | | — | | | 336 | | 273 | | — | | 63 | | — | | | 336 | ||||||||||||||
Equipment | | 132 | | 160 | | (70) | | — | | | 222 | | 132 | | 160 | | (70) | | — | | | 222 | ||||||||||||||
Net occupancy | | 119 | | — | | 70 | | (2) | | F | | 187 | | 119 | | — | | 70 | | (2) | | F | | 187 | ||||||||||||
Lease financing equipment depreciation | | — | | 55 | | — | | — | | | 55 | | — | | 55 | | — | | — | | | 55 | ||||||||||||||
Professional services | | 34 | | — | | 18 | | — | | | 52 | | 34 | | — | | 18 | | — | | | 52 | ||||||||||||||
Amortization of intangibles | | 31 | | — | | 16 | | 5 | | G | | 52 | | 31 | | — | | 16 | | 5 | | G | | 52 | ||||||||||||
Marketing | | 23 | | — | | 21 | | — | | | 44 | | 23 | | — | | 21 | | — | | | 44 | ||||||||||||||
Deposit and other insurance expense | | 24 | | — | | 18 | | — | | | 42 | | 24 | | — | | 18 | | — | | | 42 | ||||||||||||||
Merger-related expenses | | — | | 172 | | — | | — | | | 172 | | — | | 172 | | — | | — | | | 172 | ||||||||||||||
Other expense | | 136 | | 249 | | (136) | | — | | | 249 | | 136 | | 249 | | (136) | | — | | | 249 | ||||||||||||||
Total noninterest expense | | 2,039 | | 1,148 | | — | | 3 | | | 3,190 | | 2,039 | | 1,148 | | — | | 3 | | | 3,190 | ||||||||||||||
Income before income taxes | | 597 | | 153 | | — | | (65) | | | 685 | | 597 | | 153 | | — | | (65) | | | 685 | ||||||||||||||
Provision for income taxes | | 96 | | 15 | | — | | (15) | | J | | 96 | | 96 | | 15 | | — | | (15) | | J | | 96 | ||||||||||||
Income before minority interest | | 501 | | 138 | | — | | (50) | | | 589 | | 501 | | 138 | | — | | (50) | | | 589 | ||||||||||||||
Income attributable to minority interest | | — | | 6 | | — | | — | | | 6 | | — | | 6 | | — | | — | | | 6 | ||||||||||||||
Net income | | 501 | | 132 | | — | | (50) | | | 583 | | 501 | | 132 | | — | | (50) | | | 583 | ||||||||||||||
Dividends on preferred shares | | 65 | | 7 | | — | | — | | | 72 | | 65 | | 7 | | — | | — | | | 72 | ||||||||||||||
Net income applicable to common shares | | $436 | | $125 | | $— | | $(50) | | | $511 | | $436 | | $125 | | $— | | $(50) | | | $511 | ||||||||||||||
Earnings per common share | | $0.43 | | 0.82 | | | | | $0.35 | | $0.43 | | 0.82 | | | | | $0.35 | ||||||||||||||||||
Diluted earnings per common share | | 0.42 | | 0.82 | | | | | $0.34 | | 0.42 | | 0.82 | | | | | $0.34 | ||||||||||||||||||
Weighted average common shares | | 1,017,052 | | 151,761 | | | | K | | 1,472,761 | | 1,017,052 | | 151,761 | | | | K | | 1,472,761 | ||||||||||||||||
Diluted average common shares | | 1,031,573 | | 151,827 | | | | K | | 1,487,479 | | 1,031,573 | | 151,827 | | | | K | | 1,487,479 |
(dollars in millions, except per share data) | | | | | | | Transaction Accounting Adjustments | | | Pro forma Condensed Combined | ||||||||
| | Historical Huntington | | | Historical TCF | | | Reclassifications Note 2 | | | Pro forma Adjustments | | | Note 5 | | |||
Interest and fee income: | | | | | | | | | | | | | ||||||
Loans and leases | | | $3,541 | | | $1,431 | | | $— | | | 19 | | | A | | | $4,991 |
Investment securities | | | 596 | | | 118 | | | — | | | (4) | | | B | | | 710 |
Other | | | 64 | | | 38 | | | — | | | — | | | | | 102 | |
Total interest income | | | 4,201 | | | 1,587 | | | — | | | 15 | | | | | 5,803 | |
Interest expense: | | | | | | | | | | | | | ||||||
Deposits | | | 585 | | | 226 | | | — | | | 18 | | | C | | | 829 |
Borrowings | | | 403 | | | 72 | | | — | | | 10 | | | D | | | 485 |
Total interest expense | | | 988 | | | 298 | | | — | | | 28 | | | | | 1,314 | |
Net interest income | | | 3,213 | | | 1,289 | | | — | | | (13) | | | | | 4,489 | |
Provision for credit losses | | | 287 | | | 65 | | | — | | | 330 | | | E | | | 682 |
Net interest income after provision for credit losses | | | 2,926 | | | 1,224 | | | — | | | (343) | | | | | 3,807 | |
Service charges on deposit accounts | | | 372 | | | 128 | | | — | | | — | | | | | 500 | |
Cards and payment processing income | | | 246 | | | 87 | | | — | | | — | | | | | 333 | |
Trust and investment management services | | | 178 | | | 10 | | | — | | | — | | | | | 188 | |
Mortgage banking income | | | 167 | | | 21 | | | — | | | — | | | | | 188 | |
Leasing income | | | — | | | 164 | | | — | | | — | | | | | 164 | |
Capital markets fees | | | 123 | | | — | | | (7) | | | — | | | | | 116 | |
Insurance income | | | 88 | | | — | | | — | | | — | | | | | 88 | |
Bank owned life insurance income | | | 66 | | | — | | | 2 | | | — | | | | | 68 | |
Gain on sale of loans and leases | | | 55 | | | 26 | | | — | | | — | | | | | 81 | |
Net (losses) gains on sales of securities | | | (24) | | | 7 | | | — | | | — | | | | | (17) | |
Other income | | | 183 | | | 22 | | | 5 | | | — | | | | | 210 | |
Total noninterest income | | | 1,454 | | | 465 | | | — | | | — | | | | | 1,919 | |
Personnel costs | | | 1,654 | | | 577 | | | — | | | — | | | | | 2,231 | |
Outside data processing and other services | | | 346 | | | — | | | 59 | | | — | | | | | 405 | |
Equipment | | | 163 | | | 190 | | | (76) | | | — | | | | | 277 | |
Net occupancy | | | 159 | | | — | | | 75 | | | (3) | | | F | | | 231 |
Lease financing equipment depreciation | | | — | | | 76 | | | — | | | — | | | | | 76 | |
Professional services | | | 54 | | | — | | | 26 | | | — | | | | | 80 | |
Amortization of intangibles | | | 49 | | | — | | | 12 | | | 20 | | | | | 81 | |
Marketing | | | 37 | | | — | | | 28 | | | — | | | | | 65 | |
Deposit and other insurance expense | | | 34 | | | — | | | 18 | | | — | | | | | 52 | |
Merger-related expenses | | | — | | | 172 | | | — | | | 87 | | | | | 259 | |
Other expense | | | 225 | | | 317 | | | (142) | | | 50 | | | | | 450 | |
Total noninterest expense | | | 2,721 | | | 1,332 | | | — | | | 154 | | | | | 4,207 | |
Income before income taxes | | | 1,659 | | | 357 | | | — | | | (497) | | | | | 1,519 | |
Provision for income taxes | | | 248 | | | 50 | | | — | | | (111) | | | | | 187 | |
Income before minority interest | | | 1,411 | | | 307 | | | — | | | (386) | | | | | 1,332 | |
Income attributable to minority interest | | | — | | | 12 | | | — | | | — | | | | | 12 | |
Net income | | | 1,411 | | | 295 | | | — | | | (386) | | | | | 1,320 | |
Dividends on preferred shares | | | 74 | | | 10 | | | — | | | — | | | | | 84 | |
Net income applicable to common shares | | | $1,337 | | | $285 | | | $— | | | $(386) | | | | | $1,236 | |
Earnings per common share | | | $1.29 | | | $2.56 | | | | | | | | | $0.90 | |||
Diluted earnings per common share | | | 1.27 | | | 2.55 | | | | | | | | | $0.89 | |||
Weighted average common shares | | | 1,038,840 | | | 111,604 | | | | | | | K | | | 1,373,965 | ||
Diluted average common shares | | | 1,056,079 | | | 111,818 | | | | | | | K | | | 1,391,847 |
(dollars in millions, except per share data, shares in thousands) | | | | | | ||||
| | January 22, 2021 | | | 10% Increase | | | 10% Decrease | |
Shares of TCF | | | 152,514 | | | 152,514 | | | 152,514 |
Exchange ratio | | | 3.0028 | | | 3.0028 | | | 3.0028 |
Huntington shares to be issued | | | 457,969 | | | 457,969 | | | 457,969 |
Price per share of Huntington common stock on January 22, 2021 | | | $13.84 | | | $15.22 | | | $12.46 |
Preliminary consideration for common stock | | | $6,338 | | | $6,970 | | | $5,706 |
Consideration for equity awards | | | 52 | | | 58 | | | 47 |
Preferred stock fair value adjustment | | | 15 | | | 15 | | | 15 |
Total pro forma purchase price consideration | | | $6,405 | | | $7,043 | | | $5,768 |
Preliminary goodwill | | | $2,206 | | | $2,844 | | | $1,569 |
Assets | | | |
Cash and deposits | | | $1,771 |
Investment and other securities | | | 7,927 |
Loans held for sale | | | 460 |
Loans and leases | | | 33,972 |
Core deposit and other intangible assets | | | 214 |
Other assets | | | 1,994 |
Total Assets | | | 46,338 |
Liabilities and Equity | | | |
Deposits | | | 39,192 |
Short-term borrowings | | | 655 |
Long-term debt | | | 901 |
Other liabilities | | | 1,185 |
Total liabilities | | | 41,933 |
Preferred stock | | | 184 |
Non-controlling interest | | | 22 |
Total liabilities and equity | | | 42,139 |
Net assets acquired | | | 4,199 |
Preliminary goodwill | | | $2,206 |
A. | Adjustment to securities classified as held-to maturity to reflect the estimated fair value of the acquired investment securities. |
B. | Adjustment to loans and leases reflect estimated fair value adjustments, which include lifetime credit loss expectations for loans and leases, current interest rates and liquidity. The adjustment includes the following: |
| | September 30, 2020 | |
| | (dollars in millions) | |
Reversal of historical TCF loan and lease fair value adjustments | | | $132 |
Estimate of lifetime credit losses on acquired loans and leases | | | (848) |
Estimate of fair value related to current interest rates and liquidity | | | 344 |
Net fair value pro forma adjustments | | | (372) |
Gross up of PCD loans and leases for credit mark - See C below for Allowance | | | 518 |
Cumulative pro forma adjustments to loans and leases | | | $146 |
C. | Adjustments to the allowance for loan and lease losses include the following: |
| | September 30, 2020 | |
| | (dollars in millions) | |
Reversal of historical TCF allowance for loan and lease losses | | | $(515) |
Estimate of lifetime credit losses for PCD loans and leases | | | 518 |
Estimate of lifetime credit losses for non-PCD loans and leases | | | 330 |
Net change in allowance for loan and lease losses | | | $333 |
D. | Adjustment to property and equipment to reflect the estimated fair value of acquired premises and equipment. |
E. | Eliminate the historical TCF goodwill of $1.3 billion at the closing date and record estimated goodwill associated with the merger of $2.2 billion. |
F. | Eliminate the historical TCF other intangibles of $152 million and record an estimated core deposit intangible of $164 million and a trust relationship intangible of $12 million related to the merger. |
G. | Adjustment to other assets to reflect the estimated fair value of other real estate owned. |
H. | Adjustment to deposits to reflect the estimated fair value of certificates of deposits. |
I. | Adjustment to long-term debt to reflect the estimated fair value of TCF long-term debt. |
J. | Adjustment to other liabilities for the following: |
| | September 30, 2020 | |
| | (dollars in millions) | |
Estimate of the fair value of accrued expenses and other liabilities | | | $14 |
Foundation contribution | | | 50 |
Merger-related transaction costs | | | 87 |
Deferred taxes related to acquisition accounting adjustments | | | (142) |
Net other liabilities transaction accounting adjustments | | | $9 |
K. | Adjustment to preferred shares to reflect the estimated fair value of the TCF series C preferred stock and its conversion to new Huntington preferred stock. |
L. | Adjustments to common stock to eliminate TCF common stock of $152 million par value and record the issuance of Huntington common stock to TCF common shareholders of $5 million par value. |
M. | Adjustments to capital surplus to eliminate TCF capital surplus of $3.5 billion and record the issuance of Huntington common stock in excess of par value to TCF common shareholders of $6.4 billion. |
N. | Adjustment to eliminate TCF accumulated other comprehensive gain of $192 million. |
O. | Adjustment to eliminate TCF retained earnings of $1.7 billion offset by purchase accounting adjustments included herein. |
A. | Net adjustments to interest income of $(50) million and $19 million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to eliminate TCF accretion of discounts on previously acquired loans and leases and record the estimated amortization of the net premium on acquired loans and leases. |
B. | Net adjustments to interest income of $(2) million and $(4) million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to record the estimated amortization of the premium on acquired held-to-maturity securities. |
C. | Net adjustment to reflect interest expense on deposits of $(1) million and $18 million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to eliminate the TCF discount accretion on previously acquired deposits and to record the estimated amortization of the deposit premium on acquired interest-bearing deposits. |
D. | Net adjustment to reflect interest expense on borrowings of $11 million and $10 million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to eliminate the TCF discount accretion on previously acquired debt and to record the estimated amortization of premium on long-term debt. |
E. | Adjustment to record provision expense on TCF’s non-PCD loans of $330 million. |
F. | Adjustment to occupancy expense of $(2) million and $(3) million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to reflect reduction of depreciation expense as a result of estimated fair value on acquired property. Average life of the depreciable assets will be twelve years. |
G. | Net adjustments to intangible amortization of $5 million and $20 million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to eliminate TCF amortization on other intangible assets and record estimated amortization of acquired other intangible assets. Core deposit intangibles will be amortized using the sum-of-the-years-digits method over ten years. Trust relationship intangible assets will be amortized using the sum-of-the-year-digits over twelve years. |
| | | | | | Amortization Expense | ||||||
(dollars in millions) | | | Estimated Fair Value | | | Useful Life (years) | | | Year ended December 31, 2019 | | | Nine-month period ended September 30, 2020 |
Core deposit intangible | | | $164 | | | 10 | | | $30 | | | $20 |
Trust relationship intangible | | | 12 | | | 12 | | | 2 | | | 1 |
| | $176 | | | | | 32 | | | 21 | ||
Historical amortization expense | | | | | | | (12) | | | (16) | ||
Pro forma net adjustment to amortization | | | | | | | $20 | | | $5 | ||
Amortization for next five years | | | | | | | | | ||||
Remainder of 2020 | | | $7 | | | | | | | |||
2021 | | | 25 | | | | | | | |||
2022 | | | 22 | | | | | | | |||
2023 | | | 19 | | | | | | | |||
2024 | | | 16 | | | | | | |
H. | Adjustment to reflect the merger-related transaction costs of $87 million. |
I. | Adjustment to reflect Huntington’s committed contribution of $50 million to establish a new Huntington Donor Advised Fund at the Community Foundation for Southeast Michigan. See “The Merger—Governance of the Combined Company After the Merger—Foundation.” |
J. | Adjustment to income tax expense to record the income tax effects of pro forma adjustments at the estimated combined statutory federal and state rate at 22.4%. |
K. | Adjustments to weighted-average shares of Huntington common stock outstanding to eliminate weighted-average shares of TCF common stock outstanding and record shares of Huntington common stock outstanding, calculated using an exchange ratio of 3.0028 per share for all shares. |
| | Huntington Historical | | | TCF Historical | | | Pro Forma Combined | | | Equivalent Pro Forma Per Share of TCF(a) | |
Comparative Per Share Data | | | | | | | | | ||||
Book value per share | | | | | | | | | ||||
As of September 30, 2020 | | | $10.54 | | | 35.88 | | | 11.37 | | | 34.14 |
As of December 31, 2019 | | | 10.38 | | | 36.20 | | | N/A | | | N/A |
Cash dividends paid | | | | | | | | | ||||
For the nine months ended September 30, 2020 | | | 0.45 | | | 1.05 | | | 0.45 | | | 1.35 |
For the year ended December 31, 2019 | | | 0.58 | | | 1.29 | | | 0.58 | | | 1.74 |
Basic earnings | | | | | | | | | ||||
For the nine months ended September 30, 2020 | | | 0.43 | | | 0.82 | | | 0.35 | | | 1.05 |
For the year ended December 31, 2019 | | | 1.29 | | | 2.56 | | | 0.90 | | | 2.70 |
Diluted earnings | | | | | | | | | ||||
For the nine months ended September 30, 2020 | | | 0.42 | | | 0.82 | | | 0.34 | | | 1.04 |
For the year ended December 31, 2019 | | | 1.27 | | | 2.55 | | | 0.89 | | | 2.67 |
(a) | The equivalent pro forma per share amounts of TCF were calculated by multiplying the pro forma combined amounts by the fixed exchange ratio of 3.0028 shares of Huntington common stock for each share of TCF common stock. |
• | Vote required: Approval of the Huntington merger proposal requires the affirmative vote of two-thirds of all the votes entitled to be cast on the merger by the holders of outstanding Huntington common stock. |
• | Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Huntington special meeting via the Huntington special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Huntington merger proposal, it will have the same effect as a vote “AGAINST” the Huntington merger proposal. |
• | Vote required: Approval of the Huntington authorized share count proposal requires the affirmative vote of two-thirds of all the votes entitled to be cast on the Huntington charter amendment by the holders of outstanding Huntington common stock. |
• | Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Huntington special meeting via the Huntington special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Huntington authorized share count proposal, it will have the same effect as a vote “AGAINST” the Huntington authorized share count proposal. |
• | Vote required: Approval of the Huntington adjournment proposal requires a majority of the votes cast on the Huntington adjournment proposal by the holders of Huntington common stock entitled to vote. |
• | Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Huntington special meeting via the Huntington special meeting website or fail to |
• | Vote required: Approval of the TCF merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of TCF common stock entitled to vote thereon. |
• | Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the TCF special meeting via the TCF special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the TCF merger proposal, it will have the same effect as a vote “AGAINST” the TCF merger proposal. |
• | Vote required: Approval of the TCF compensation proposal requires the affirmative vote of the holders of a majority of the votes cast by the holders of TCF common stock entitled to vote via the TCF special meeting website or represented by proxy at the TCF special meeting. |
• | Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the TCF special meeting via the TCF special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the TCF compensation proposal, your shares will not be deemed to be a vote cast at the TCF special meeting and it will have no effect on the TCF compensation proposal. |
• | Vote required: Approval of the TCF adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast by the holders of TCF common stock entitled to vote via the TCF special meeting website or represented by proxy at the TCF special meeting. |
• | Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the TCF special meeting via the TCF special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the TCF adjournment proposal, your shares will not be deemed to be a vote cast at the TCF special meeting and it will have no effect on the TCF adjournment proposal. |
BankUnited, Inc. |
BOK Financial Corporation |
Cullen/Frost Bankers, Inc. |
East West Bancorp, Inc. |
F.N.B. Corporation |
New York Community Bancorp, Inc. |
People's United Financial, Inc. |
Signature Bank |
South State Corporation |
Synovus Financial Corp. |
Texas Capital Bancshares, Inc. |
Valley National Bancorp |
Wintrust Financial Corporation |
| | TCF | | | Selected Companies | ||||||||||
| | 25th Percentile | | | Median | | | Average | | | 75th Percentile | ||||
LTM Core Return on Average Assets(1) | | | 0.92% | | | 0.72% | | | 0.78% | | | 0.80% | | | 0.94% |
LTM Core Return on Average Equity(1) | | | 7.84% | | | 6.58% | | | 7.46% | | | 7.49% | | | 8.06% |
LTM Core Return on Average Tangible Common Equity(1) | | | 11.05% | | | 8.85% | | | 10.52% | | | 10.33% | | | 13.03% |
LTM Core Pre-Tax Pre-Provision Return on Average Assets(2) | | | 1.69% | | | 1.52% | | | 1.62% | | | 1.55% | | | 1.69% |
LTM Net Interest Margin | | | 3.60% | | | 2.70% | | | 2.96% | | | 2.88% | | | 3.16% |
LTM Fee Income / Revenue Ratio | | | 25.6% | | | 13.7% | | | 21.3% | | | 20.3% | | | 26.5% |
LTM Efficiency Ratio | | | 61.7% | | | 58.6% | | | 55.2% | | | 53.2% | | | 49.2% |
(1) | Core income excluded extraordinary items, non-recurring items (including deferred tax asset revaluations), gains/losses on sale of securities and amortization of intangibles as calculated by S&P Global Market Intelligence. |
(2) | Based on income before taxes excluding provision for loan losses and extraordinary items, excluding gain on the sale of available for sale securities, amortization of intangibles, goodwill and nonrecurring items. |
| | TCF | | | Selected Companies | ||||||||||
| | 25th Percentile | | | Median | | | Average | | | 75th Percentile | ||||
Tangible Common Equity / Tangible Assets | | | 8.68% | | | 7.25% | | | 7.66% | | | 7.80% | | | 7.97% |
Tier 1 Common Capital (CET1) Ratio | | | 11.45% | | | 9.61% | | | 9.93% | | | 10.60% | | | 12.07% |
Total Capital Ratio | | | 14.04% | | | 12.15% | | | 13.02% | | | 13.13% | | | 14.05% |
Loans / Deposits | | | 87.7% | | | 84.2% | | | 89.1% | | | 88.2% | | | 89.8% |
Allowance for Credit Losses / Loans | | | 1.6% | | | 1.0% | | | 1.2% | | | 1.3% | | | 1.7% |
Nonperforming Assets / Loans + OREO(1) | | | 1.38% | | | 1.01% | | | 0.80% | | | 0.77% | | | 0.61% |
Criticized Loans / Loans | | | 4.8% | | | 5.7% | | | 4.2% | | | 4.8% | | | 3.9% |
LTM Net Charge-offs / Average Loans | | | 0.11% | | | 0.21% | | | 0.15% | | | 0.20% | | | 0.10% |
(1) | Nonperforming assets included nonaccrual loans, accruing troubled debt restructured loans, loans 90+ days past due, and other real estate owned as defined by S&P Global Market Intelligence. |
| | TCF | | | Selected Companies | ||||||||||
| | 25th Percentile | | | Median | | | Average | | | 75th Percentile | ||||
One-Year Stock Price Change | | | (20.5%) | | | (15.7%) | | | (11.1%) | | | (11.1%) | | | (8.4%) |
Year-To-Date Stock Price Change | | | (25.7%) | | | (17.3%) | | | (14.2%) | | | (13.3%) | | | (11.0%) |
Price / Tangible Book Value per Share | | | 1.32x | | | 1.19x | | | 1.24x | | | 1.32x | | | 1.39x |
Price / 2020 EPS Estimate | | | 15.0x | | | 11.1x | | | 13.0x | | | 13.4x | | | 15.5x |
Price / 2021 EPS Estimate | | | 12.6x | | | 10.9x | | | 11.8x | | | 12.7x | | | 14.2x |
Price / 2022 EPS Estimate | | | 10.6x | | | 10.2x | | | 11.1x | | | 11.6x | | | 12.2x |
Dividend Yield | | | 4.0% | | | 2.3% | | | 3.0% | | | 3.3% | | | 4.5% |
2021 Dividend Payout Ratio | | | 50.9% | | | 29.4% | | | 35.7% | | | 40.1% | | | 55.2% |
Citizens Financial Group, Inc. | | | People's United Financial, Inc. |
Comerica Incorporated | | | PNC Financial Services Group, Inc. |
Fifth Third Bancorp | | | Regions Financial Corporation |
First Horizon Corporation | | | Truist Financial Corporation |
KeyCorp | | | U.S. Bancorp |
M&T Bank Corporation | | | Zions Bancorporation, National Association |
| | Huntington | | | Selected Companies | ||||||||||
| | 25th Percentile | | | Median | | | Average | | | 75th Percentile | ||||
LTM Core Return on Average Assets(1) | | | 0.78% | | | 0.66% | | | 0.75% | | | 0.81% | | | 1.00% |
LTM Core Return on Average Equity(1) | | | 7.37% | | | 5.49% | | | 7.18% | | | 7.00% | | | 8.00% |
LTM Core Return on Average Tangible Common Equity(1) | | | 10.62% | | | 7.93% | | | 9.51% | | | 10.64% | | | 13.80% |
LTM Core Pre-Tax Pre-Provision Return on Average Assets(2) | | | 1.84% | | | 1.55% | | | 1.71% | | | 1.74% | | | 1.95% |
LTM Net Interest Margin | | | 3.04% | | | 2.81% | | | 2.98% | | | 3.01% | | | 3.28% |
LTM Fee Income / Revenue Ratio | | | 32.9% | | | 33.2% | | | 36.3% | | | 34.3% | | | 38.0% |
LTM Efficiency Ratio | | | 55.9% | | | 59.2% | | | 58.2% | | | 58.0% | | | 56.2% |
(1) | Core income excluded extraordinary items, non-recurring items (including deferred tax asset revaluations), gains/losses on sale of securities and amortization of intangibles as calculated by S&P Global Market Intelligence. |
(2) | Based on income before taxes excluding provision for loan losses and extraordinary items, excluding gain on the sale of available for sale securities, amortization of intangibles, goodwill and nonrecurring items. |
| | Huntington | | | Selected Companies | ||||||||||
| | 25th Percentile | | | Median | | | Average | | | 75th Percentile | ||||
Tangible Common Equity / Tangible Assets | | | 7.22% | | | 7.27% | | | 7.68% | | | 7.54% | | | 7.83% |
Tier 1 Common Capital (CET1) Ratio | | | 9.89% | | | 9.40% | | | 9.82% | | | 9.72% | | | 10.07% |
Total Capital Ratio | | | 14.39% | | | 12.80% | | | 13.19% | | | 13.20% | | | 13.42% |
Loans / Deposits | | | 85.3% | | | 74.5% | | | 79.0% | | | 79.7% | | | 85.2% |
Allowance for Credit Losses / Loans | | | 2.3% | | | 1.8% | | | 2.0% | | | 2.1% | | | 2.5% |
Nonperforming Assets / Loans + OREO(1) | | | 1.56% | | | 1.30% | | | 1.10% | | | 1.13% | | | 1.03% |
Criticized Loans / Loans | | | 3.8% | | | 5.9% | | | 4.4% | | | 5.0% | | | 4.0% |
LTM Net Charge-offs / Average Loans | | | 0.52% | | | 0.43% | | | 0.37% | | | 0.36% | | | 0.23% |
(1) | Nonperforming assets included nonaccrual loans, accruing troubled debt restructured loans, loans 90+ days past due, and other real estate owned as defined by S&P Global Market Intelligence. |
| | Huntington | | | Selected Companies | ||||||||||
| | 25th Percentile | | | Median | | | Average | | | 75th Percentile | ||||
One-Year Stock Price Change | | | (15.0%) | | | (21.4%) | | | (17.9%) | | | (16.3%) | | | (9.8%) |
Year-To-Date Stock Price Change | | | (14.3%) | | | (22.8%) | | | (20.7%) | | | (18.5%) | | | (12.4%) |
Price / Tangible Book Value per Share | | | 1.54x | | | 1.17x | | | 1.28x | | | 1.39x | | | 1.61x |
Price / 2020 EPS Estimate | | | 18.5x | | | 13.4x | | | 14.6x | | | 14.6x | | | 16.9x |
| | Huntington | | | Selected Companies | ||||||||||
| | 25th Percentile | | | Median | | | Average | | | 75th Percentile | ||||
Price / 2021 EPS Estimate | | | 12.4x | | | 11.6x | | | 12.2x | | | 11.7x | | | 13.2x |
Price / 2022 EPS Estimate | | | 10.3x | | | 10.0x | | | 11.0x | | | 10.7x | | | 11.3x |
Dividend Yield | | | 4.6% | | | 3.6% | | | 4.0% | | | 4.2% | | | 4.7% |
2021 Dividend Payout Ratio | | | 57.4% | | | 42.7% | | | 52.5% | | | 48.3% | | | 54.3% |
Acquiror | | | Acquired Company |
PNC Financial Services Group, Inc. | | | BBVA USA Bancshares, Inc. |
First Citizens BancShares, Inc. | | | CIT Group Inc. |
Pacific Premier Bancorp, Inc. | | | Opus Bank |
South State Corporation | | | CenterState Bank Corporation |
United Bankshares, Inc. | | | Carolina Financial Corporation |
First Horizon National Corporation | | | IBERIABANK Corporation |
CIT Group Inc. | | | Mutual of Omaha Bank |
Prosperity Bancshares, Inc. | | | LegacyTexas Financial Group, Inc. |
Mechanics Bank | | | Rabobank, National Association |
BB&T Corporation | | | SunTrust Banks, Inc. |
TCF Financial Corporation | | | Chemical Financial Corporation |
WSFS Financial Corporation | | | Beneficial Bancorp, Inc. |
Synovus Financial Corp. | | | FCB Financial Holdings, Inc. |
Veritex Holdings, Inc. | | | Green Bancorp, Inc. |
Independent Bank Group, Inc. | | | Guaranty Bancorp |
Fifth Third Bancorp | | | MB Financial, Inc. |
Cadence Bancorporation | | | State Bank Financial Corporation |
| | Huntington / TCF | | | Selected Transactions | ||||||||||
| | 25th Percentile | | | Average | | | Median | | | 75th Percentile | ||||
Price / Tangible Book Value per Share | | | 1.48x | | | 1.42x | | | 1.92x | | | 2.01x | | | 2.29x |
Pay to Trade Ratio | | | 0.96x | | | 0.88x | | | 0.97x | | | 0.97x | | | 1.04x |
Price / Forward EPS | | | 14.1x | | | 11.0x | | | 13.2x | | | 12.9x | | | 15.3x |
Core Deposit Premium | | | 5.5% | | | 6.0% | | | 13.6% | | | 13.6% | | | 21.4% |
One-Day Market Premium | | | 11.6% | | | 2.3% | | | 10.2% | | | 10.5% | | | 15.6% |
| | Huntington % of Total | | | TCF % of Total | |
| | | | |||
Ownership at 3.0028x merger exchange ratio: | | | 69% | | | 31% |
Market Information: | | | | | ||
Pre-Transaction Market Capitalization | | | 71% | | | 29% |
Balance Sheet: | | | | | ||
Assets | | | 72% | | | 28% |
Gross Loans Held for Investment | | | 70% | | | 30% |
Deposits | | | 71% | | | 29% |
Tangible Common Equity | | | 68% | | | 32% |
Income Statement: | | | | | ||
2020 Earnings | | | 76% | | | 24% |
2021 Earnings | | | 72% | | | 28% |
2021 Pre-tax, Pre-Provision Earnings | | | 73% | | | 27% |
2022 Earnings | | | 72% | | | 28% |
2022 Pre-Tax, Pre-Provision Earnings | | | 72% | | | 28% |
• | the oral opinion of Goldman Sachs, subsequently confirmed in Goldman Sachs’ written opinion dated as of December 13, 2020, to the effect that, as of the date of Goldman Sachs’ written opinion and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to Huntington, as more fully described below in the section “—Opinion of Huntington’s Financial Advisor,” beginning on page |
• |
• | certain internal financial analyses and forecasts for TCF on a stand-alone basis and giving effect to the Transaction, and certain financial analyses and forecasts for Huntington on a stand-alone basis and pro forma for the proposed merger, in each case, as prepared by the management of Huntington and approved for Goldman Sachs’ use by Huntington (which are referred to in this section as the “Forecasts” and which are summarized in the section entitled “The Merger—Certain Unaudited Prospective Financial Information” beginning on page |
○ | $34.78, the closing price for shares of TCF common stock on December 11, 2020, the last full trading day prior to announcement of the proposed merger (the “Pre-Announcement Price”), |
○ | $35.27 and $34.55, the average trading prices for shares of TCF common stock over the 10-day and 30-day periods ended December 11, 2020, respectively (the “10-Day Average Price” and “30-Day Average Price”, respectively), |
○ | $47.30, the highest trading price for shares of TCF common stock over the 52-week period ended December 11, 2020 (the “52-Week High Price”), and |
○ | $59.18, the all-time high trading price for shares of TCF common stock (the “All-Time High Price”); |
○ | the estimated earnings per share (“EPS”) for TCF (such multiple, “Price/EPS”) for 2021 and 2022, calculated using the EPS estimates for TCF reflected in the Forecasts; and |
○ | the tangible book value (“TBV”) per share for TCF (such multiple “Price/TBV” per share) as of September 30, 2020, using TBV per share information provided by management of TCF. |
Implied Premia | | | Implied Value of the Merger Consideration of $38.83 |
Pre-Announcement Price of $34.78 | | | 11.6% |
10-Day Average Price of $35.27 | | | 10.1 |
30-Day Average Price of $34.55 | | | 12.4 |
52-Week High Price of $47.30 | | | (17.9) |
All-Time High Price of $59.18 | | | (34.4) |
| | ||
Multiples | | | |
2021E Price/EPS | | | 14.1x |
2022E Price/EPS | | | 11.8x |
Price/TBV per Share | | | 1.5x |
TCF Selected Company | | | 2021E Price/EPS | | | 2022E Price/EPS | | | Price/SBV per Share | | | Price/TBV per Share |
Comerica Incorporated | | | 13.2x | | | 12.1x | | | 1.0x | | | 1.1x |
First Horizon Corporation | | | 10.0x | | | 8.6x | | | 1.0x | | | 1.3x |
Zions Bancorporation | | | 12.7x | | | 11.3x | | | 1.0x | | | 1.1x |
Signature Bank | | | 10.9x | | | 9.9x | | | 1.4x | | | 1.4x |
People’s United Financial Inc. | | | 11.9x | | | 11.3x | | | 0.7x | | | 1.0x |
Synovus Financial Corporation | | | 11.6x | | | 10.4x | | | 1.1x | | | 1.2x |
BOK Financial Corporation | | | 11.3x | | | 11.5x | | | 0.9x | | | 1.2x |
Wintrust Financial Corporation | | | 14.8x | | | 13.5x | | | 1.0x | | | 1.2x |
Valley National Bancorp | | | 10.0x | | | 9.3x | | | 0.9x | | | 1.4x |
Cullen/Frost Bankers, Inc. | | | 20.0x | | | 19.7x | | | 1.3x | | | 1.6x |
Texas Capital Bancshares, Inc. | | | 14.8x | | | 12.2x | | | 1.1x | | | 1.1x |
South State Corporation | | | 14.2x | | | 13.3x | | | 1.2x | | | 1.9x |
F.N.B. Corporation | | | 10.9x | | | 10.3x | | | 0.6x | | | 1.2x |
BankUnited, Inc. | | | 12.1x | | | 10.2x | | | 1.0x | | | 1.1x |
Associated Banc-Corp | | | 14.3x | | | 11.7x | | | 0.7x | | | 1.0x |
Median | | | 12.1x | | | 11.3x | | | 1.0x | | | 1.2x |
TCF | | | 12.6x | | | 10.6x | | | 1.0x | | | 1.3x |
Huntington Selected Company | | | 2021E Price/EPS | | | 2022E Price/EPS | | | Price/SBV per Share | | | Price/TBV per Share |
PNC Financial Services Group, Inc. | | | 16.2x | | | 12.1x | | | 1.2x | | | 1.5x |
Truist Financial Corporation | | | 13.8x | | | 11.0x | | | 1.0x | | | 1.8x |
Fifth Third Bancorp | | | 12.2x | | | 10.3x | | | 0.9x | | | 1.2x |
Citizens Financial Group, Inc. | | | 12.2x | | | 10.2x | | | 0.7x | | | 1.1x |
KeyCorp | | | 11.9x | | | 9.6x | | | 1.0x | | | 1.2x |
Regions Financial Corporation | | | 10.7x | | | 9.4x | | | 0.9x | | | 1.4x |
M&T Bank Corporation | | | 12.2x | | | 11.1x | | | 1.1x | | | 1.6x |
Comerica Incorporated | | | 13.2x | | | 12.1x | | | 1.0x | | | 1.1x |
First Horizon Corporation | | | 10.0x | | | 8.6x | | | 1.0x | | | 1.3x |
Zions Bancorporation | | | 12.7x | | | 11.3x | | | 1.0x | | | 1.1x |
Median | | | 12.2x | | | 10.6x | | | 1.0x | | | 1.2x |
Huntington (IBES) | | | 12.4x | | | 10.3x | | | 1.2x | | | 1.5x |
Huntington (Forecasts) | | | 10.0x | | | 9.7x | | | 1.2x | | | 1.5x |
| | Premium to 1-Day | |
Entire Period | | | |
Average | | | 16% |
| | ||
Calendar Years | | | |
2015 average | | | 28% |
2016 average | | | 22% |
2017 average | | | 19% |
2018 average | | | 10% |
2019 average | | | 10% |
2020 year to date average | | | 12% |
Announcement Date | | | Target | | | Acquirer | | | 2021E Price/EPS | | | Price/TBV per Share |
November 16, 2020 | | | BBVA USA Bancshares, Inc. | | | PNC Financial Services Group, Inc. | | | — | | | 1.3x |
May 21, 2018 | | | MB Financial, Inc. | | | Fifth Third Bancorp | | | 19.2x | | | 2.7x |
June 29, 2016 | | | PrivateBancorp, Inc. | | | Canadian Imperial Bank of Commerce | | | 18.4x | | | 2.2x |
January 26, 2016 | | | FirstMerit Corporation | | | Huntington | | | 14.3x | | | 1.7x |
October 30, 2015 | | | First Niagara Financial Group, Inc. | | | KeyCorp | | | 18.7x | | | 1.7x |
January 22, 2015 | | | City National Corporation | | | Royal Bank of Canada | | | 21.0x | | | 2.6x |
Median | | | | | | | 18.7x | | | 1.9x |
| | Huntington | | | TCF | |
Net Income | | | | | ||
2021E Net Income | | | 76% | | | 24% |
2022E Net Income | | | 73% | | | 27% |
| | | | |||
Balance Sheet (September 30, 2020) | | | | | ||
Assets | | | 72% | | | 28% |
Loans | | | 70% | | | 30% |
Core Deposits | | | 72% | | | 28% |
Tangible Common Equity | | | 68% | | | 32% |
($ in millions, except per share) | | | 2020E | | | 2021E | | | 2022E |
Net Income to Common | | | $230 | | | $418 | | | $494 |
Diluted EPS | | | $1.51 | | | $2.75 | | | $3.30 |
| | 6/30/21 | | | 12/31/21 | | | 12/31/22 | |
Total Risk-Weighted Assets | | | $36,109 | | | $36,768 | | | $38,522 |
($ in millions, except per share) | | | 2020E | | | 2021E | | | 2022E |
Net Income to Common | | | $226 | | | $417 | | | $494 |
Diluted EPS | | | $1.49 | | | $2.75 | | | $3.30 |
Total Assets | | | $45,729 | | | $46,420 | | | $48,219 |
($ in millions, except per share) | | | 2020E | | | 2021E | | | 2022E |
Net Income to Common | | | $722 | | | $1,074 | | | $1,263 |
Diluted EPS | | | $0.70 | | | $1.05 | | | $1.25 |
| | 6/30/21 | | | 12/31/21 | | | 12/31/22 | |
Total Risk-Weighted Assets | | | $88,290 | | | $89,392 | | | $92,247 |
($ in millions, except per share) | | | 2020E | | | 2021E | | | 2022E |
Net Income to Common | | | $710 | | | $1,337 | | | $1,364 |
Diluted EPS | | | $0.69 | | | $1.29 | | | $1.33 |
Total Assets | | | $116,741 | | | $115,559 | | | $119,499 |
○ | with respect to Mr. Shafer, the sum of (i) three (3) times his then-base salary (disregarding any reduction in base salary due to a good-reason termination, if applicable), plus (ii) three (3) times the average of his bonuses under TCF’s annual executive incentive plan for each of the three (3) most recently completed calendar years of his employment with TCF (with each such bonus calculated at the higher of $1.5 million and actual bonus paid), with a portion payable in a lump sum and the remaining portion payable over 104 weeks in equal installments; or |
○ | with respect to Messrs. Jones and Maass, two (2) times the sum of (i) his then-base salary (disregarding any reduction in base salary due to a good-reason termination, if applicable), plus (ii) the average of his bonuses under TCF’s annual executive plan for each of the three (3) most recently completed calendar years of his employment with TCF (or such lesser number of completed calendar years that the executive officer has been employed by TCF), subject to Section 409A of the Code, payable in a lump sum; |
Name(1) | | Cash ($)(2) | | Equity ($)(3) | | Perquisites/ Benefits ($)(4) | | Total ($) | | Cash ($)(2) | | Equity ($)(3) | | Perquisites/ Benefits ($)(4) | | Total ($) | ||||||||
David T. Provost | | $7,360,000 | | $141,971 | | $25,000 | | $7,526,971 | | $7,360,000 | | $146,024 | | $25,000 | | $7,531,024 | ||||||||
Gary Torgow | | $7,360,000 | | $7,142,419 | | $25,000 | | $14,527,419 | | $7,360,000 | | $7,327,025 | | $25,000 | | $14,712,025 | ||||||||
Thomas C. Shafer | | $7,360,000 | | $4,609,711 | | $25,000 | | $11,994,711 | | $7,360,000 | | $4,803,155 | | $25,000 | | $12,188,155 | ||||||||
Michael S. Jones | | $2,867,696 | | $2,558,343 | | $25,000 | | $5,451,039 | | $2,827,795 | | $2,635,005 | | $25,000 | | $5,487,800 | ||||||||
Brian W. Maass | | $2,320,782 | | $2,445,613 | | $25,000 | | $4,791,395 | | $2,286,281 | | $2,502,430 | | $25,000 | | $4,813,711 | ||||||||
Craig R. Dahl | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
Dennis L. Klaeser | | $4,250,000 | | — | | — | | $4,250,000 | | $4,250,000 | | — | | — | | $4,250,000 |
(1) | Messrs. Dahl and Klaeser terminated employment with TCF effective October 27, 2020 and October 1, 2020, respectively. Accordingly, as of the assumed effective time of the merger of |
(2) | Cash. The cash amount payable to the named executive officers represents the following: |
• | Pursuant to the employment agreement with each named executive officer (other than Messrs. Dahl and Klaeser) described in the section entitled “—TCF Employment Agreements,” cash severance calculated as follows: for Mr. Provost, the sum of (i) $2.85 million, plus (ii) three (3) times the average of his bonuses under TCF’s annual executive incentive plan for each of the three (3) most recently completed calendar years of his employment with TCF (with each such bonus calculated at the higher of $1.5 million and actual bonus paid); for each of Messrs. Torgow and Shafer, the sum of (i) three (3) times his base salary, plus (ii) three (3) times the average of his bonuses under TCF’s annual executive incentive plan for each of the three (3) most recently completed calendar years of his employment with TCF (with each such bonus calculated at the higher of $1.5 million and actual bonus paid); and for each of Messrs. Jones and Maass, two (2) times the sum of (i) his base salary, plus (ii) the average of his bonuses under TCF’s annual executive plan for each of the three (3) most recently completed calendar years of his employment with TCF (or such lesser number of completed calendar years that the executive officer has been employed by TCF); |
• | Cash totals shown in the above table consist of cash severance noted in the paragraph above, plus pursuant to the employment agreement with each named executive officer (other than Messrs. Dahl and Klaeser) described in the section entitled “—TCF Employment Agreements,” a $10,000 lump-sum stipend, which is intended to fund payment for health coverage but may be used for any purpose; and |
• | For Mr. Klaeser, a success fee for his consulting services rendered in connection with the merger equal to $4,250,000 that will become payable at the effective time under the Klaeser consulting agreement, as described in the section entitled “—Consulting Agreement with Dennis L. Klaeser.” |
• | The cash amounts payable to each named executive officer are “double-trigger,” or are payable only upon a qualifying termination in connection with the merger (except for the consulting fee payable to Mr. Klaeser, which is “single-trigger” and will be payable upon the effective time). |
(3) | Equity. As described in “—Treatment of Outstanding TCF Equity Awards,” at the effective time, each outstanding TCF equity award held by the named executive officers (except as described below) will be converted into a corresponding award with respect to Huntington common stock, with the number of shares underlying such award (and, in the case of TCF stock options, the applicable exercise price) adjusted based on the exchange ratio. In the case of TCF restricted stock unit awards subject to performance vesting conditions, the number of shares underlying the converted award will be determined with any performance goals deemed satisfied at the greater of the target and actual level of performance through the most recently completed calendar quarter prior to the effective time. Any such converted equity awards will vest upon a qualifying termination in connection with the merger (i.e., “double-trigger”), other than the 3,860 TCF restricted stock awards granted to Mr. Provost in his prior capacity as a non-employee director, which awards will fully vest at the effective time (i.e., “single-trigger”) in accordance with the terms and conditions applicable to such awards prior to the effective time. |
Name | | Accelerated TCF Stock Options ($)(a) | | Accelerated TCF Restricted Stock Awards ($)(b) | | Accelerated TCF Restricted Stock Unit Awards ($) | | Accelerated Performance TCF Restricted Stock Unit Awards ($)(c) | | Accelerated Dividend Equivalents ($) | | Total ($) | | Accelerated TCF Stock Options ($)(a) | | Accelerated TCF Restricted Stock Awards ($)(b) | | Accelerated TCF Restricted Stock Unit Awards ($) | | Accelerated Performance TCF Restricted Stock Unit Awards ($)(c) | | Accelerated Dividend Equivalents ($)(d) | | Total ($) | ||||||||||||
David Provost | | — | | $141,971 | | — | | — | | $[ ] | | $141,971 | | — | | $141,971 | | — | | — | | $4,053 | | $146,024 | ||||||||||||
Gary Torgow | | — | | — | | $4,166,255 | | $2,976,164 | | $[ ] | | $7,142,419 | | — | | — | | $4,166,255 | | $2,976,164 | | $184,606 | | $7,327,025 | ||||||||||||
Thomas Shafer | | $0 | | — | | $3,534,852 | | $1,074,859 | | $[ ] | | $4,609,711 | | $0 | | — | | $3,534,852 | | $1,074,859 | | $193,444 | | $4,803,155 | ||||||||||||
Michael Jones | | — | | $100,998 | | $1,639,505 | | $817,840 | | $[ ] | | $2,558,343 | | — | | $100,998 | | $1,639,505 | | $817,840 | | $76,662 | | $2,635,005 | ||||||||||||
Brian Maass | | — | | $81,321 | | $1,413,235 | | $951,057 | | $[ ] | | $2,445,613 | | — | | $81,321 | | $1,657,160 | | $707,132 | | $56,817 | | $2,502,430 | ||||||||||||
Craig R. Dahl | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||
Dennis L. Klaeser | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — |
(a) | Mr. Shafer is the only named executive officer with unvested TCF stock options (holding |
(b) | Mr. Provost holds 3,860 unvested TCF restricted stock awards that he received as a non-employee director. This amount is “single-trigger” and will be realized at the effective time without regard to whether Mr. Provost experiences a qualifying termination of employment. |
(c) | As described above, the table assumes that performance under any TCF restricted stock unit awards subject to performance vesting conditions is met at the target performance level. |
(d) | This column also includes accrued cash dividends. |
(4) | Perquisites/Benefits. The amount in this column reflects twelve (12)-months of outplacement services through an external firm following termination, estimated at $25,000. Such amount is “double-trigger,” or payable only upon a qualifying termination in connection with the merger. |
• | So long as any shares of the Huntington series C preferred stock are outstanding, the vote or consent of the holders of at least 662∕3% of the outstanding shares of the Huntington series C preferred stock, voting together as a single class, given in person or by proxy, either in writing or by electronic consent without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating certain charter amendments and certain mergers and consolidations. |
• | So long as any shares of the Huntington series C preferred stock are outstanding, the vote or consent of the holders of at least 662∕3% of the outstanding shares of the Huntington series C preferred stock, voting together as a single class, given in person or by proxy, either in writing or by electronic consent without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating certain charter amendments and certain mergers and consolidations. |
• | So long as any shares of the Huntington series C preferred stock are outstanding, the vote or consent of the holders of at least 662∕3% of the outstanding shares of the Huntington series C preferred stock, voting together as a single class, given in person or by proxy, either in writing or by electronic consent without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating certain charter amendments and certain mergers and consolidations. |
| | Huntington | | | TCF | |
Authorized and Outstanding Capital Stock: | | | Huntington’s charter currently authorizes Huntington to issue up to 1,500,000,000 shares of common stock, par value $0.01 per share, and 6,617,808 shares of serial preferred stock, par value $0.01 per share. If the Huntington authorized share count proposal is approved, the authorized capital stock of Huntington will consist of 2,250,000,000 shares of common stock, par value $0.01 per share, and 6,617,808 shares of serial preferred stock, par value $0.01 per share. As of the record date for the Huntington special meeting, there were | | | TCF’s articles currently authorize TCF to issue up to 220,000,000 shares of common stock, par value $1.00 per share, and 2,000,000 shares of preferred stock, no par value, of which 8,050 shares have been designated as TCF series C preferred stock. As of the record date for the TCF special meeting, there were |
| | | | |||
Preferred Stock: | | | The Huntington charter provides that the Huntington board of directors may classify and reclassify any unissued shares of serial preferred stock by authorizing the issuance of serial preferred stock in one or more series and establishing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, term or conditions of redemption, or other rights of such series, all of which will be set forth in the articles supplementary providing for | | | The TCF articles provide that the TCF board of directors is authorized to provide for the issuance of shares of preferred stock in one or more series and establish the designations and relative voting, distribution, dividend, liquidation, and other rights, preferences, and limitations, consistent with the MBCA, as are stated in the resolutions providing for the issuance of shares of preferred stock adopted by the TCF board of directors, and as are not stated in TCF’s articles. |
| | Huntington | | | TCF | |
| | the | | | ||
| | | | |||
| | As of the record date for the Huntington special meeting, | | | As of the record date for the TCF special meeting, TCF’s issued and outstanding preferred capital stock consisted of 7,000 shares of TCF series C preferred stock. | |
| | | | |||
Voting Rights: | | | Under Huntington’s charter and bylaws, each share of Huntington common stock is entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders. | | | Under TCF’s articles and bylaws, each share of TCF common stock is entitled to one (1) vote. |
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Size of Board of Directors: | | | The Huntington charter provides that the size of the Huntington board of directors may be increased or decreased pursuant to Huntington’s bylaws but may not be less than three (3) directors. The Huntington bylaws currently provide that a majority of the entire board of directors may alter the number of directors, but such number may not be more than twenty-five (25) or less than three (3). The current size of the Huntington board of directors is thirteen (13) directors. In connection with the merger agreement, at the effective time of the merger, the size of the Huntington board of directors will be increased by five (5), and five (5) former TCF directors designated by TCF and approved by the Huntington board of directors will be elected to the Huntington board of directors, which will then consist of eighteen (18) directors. | | | The TCF bylaws provide that the size of the TCF board of directors will be fixed by the board of directors, but may not be less than five (5) nor more than twenty-five (25) directors. The current size of the TCF board of directors is sixteen (16) directors. |
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Classes of Directors: | | | Huntington’s charter does not separate the directors into classes with staggered, multi-year terms of office. Instead, directors are elected to terms ending at the next annual meeting of shareholders following their election and until their successors are duly elected and qualify. | | | TCF’s articles do not separate the directors into classes with staggered, multi-year terms of office. Instead, directors are elected to one (1)-year terms. |
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Election of Directors: | | | Under Maryland law, directors are elected by a plurality of all the votes cast at a meeting at which a quorum is | | | The TCF bylaws provide that directors will be elected by a plurality of the votes cast at any election. |
| | Huntington | | | TCF | |
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| | The Huntington bylaws provide that a nominee for election to the Huntington board of directors will be elected only if the number of votes cast “for” such nominee’s election exceeds the number of votes cast “against” or affirmatively “withheld” as to such nominee’s election. | | | ||
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| | Notwithstanding the above, if on either the date of Huntington’s proxy statement for the meeting or on the date of the meeting, the number of nominees exceeds the number of directors to be elected, the directors will be elected by a plurality of all the votes cast at the meeting. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. | | | ||
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Vacancies on the Board of Directors: | | | The MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three (3) independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to certain takeover defenses without any action by the shareholders of the corporation. Huntington has elected, through a provision in the Huntington charter, to provide that any vacancy on the board of directors be filled only by the affirmative vote of a majority of the remaining directors and that such director filling the vacancy serve for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor is duly elected and qualifies. | | | Under TCF’s bylaws, vacancies in the board of directors occurring by reason of death, resignation, removal, increase in the number of directors or otherwise will be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors, unless filled by proper action of the shareholders of TCF. Each person so elected will be a director for a term of office continuing only until the next election of directors by the shareholders. However, prior to the end of the thirty-six (36)-month anniversary of the effective time of the merger between Chemical Financial Corporation and legacy TCF (the “specified period”), if a vacancy occurs among the directors who were directors of Chemical Financial Corporation immediately prior to the effective time of such merger or their successors (the “legacy Chemical directors”), such vacancy will be filled by a nominating committee comprised of all of the legacy Chemical directors who satisfy certain independence and other applicable requirements for nominating committee membership, and if a vacancy |
| | Huntington | | | TCF | |
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Removal of Directors: | | | The Huntington charter and bylaws provide that, subject to the rights of holders of one or more classes of stock other than common stock to elect or remove one or more directors, any director (or the entire board) may be removed at any time but only for cause and only by the affirmative vote of two-thirds of all the votes entitled to be cast in the election of directors. | | | The TCF bylaws provide that a director or the entire board of directors may be removed, with or without cause, by vote of the holders of a majority of the shares entitled to vote at an election of directors. Notwithstanding the above, during the specified period, directors can only be removed in accordance with Article IX—Certain Governance Matters of the TCF bylaws. |
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Amendments to Organizational Documents: | | | In order to amend the Huntington charter, Maryland law requires the affirmative vote of two-thirds of all the votes entitled to be cast on the matter. Notwithstanding the foregoing, the Huntington board of directors may change the name of the corporation or make certain other ministerial changes without a vote of shareholders. | | | The TCF articles may be amended if proposed by the TCF board of directors and approved by the affirmative vote of a majority of the outstanding shares entitled to vote. |
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| | In order to amend or repeal the Huntington bylaws, the Huntington charter requires an affirmative vote of two-thirds of all the votes entitled to be cast on the matter. In addition, the Huntington board of directors, at any regular or special meeting, has the power to amend the Huntington bylaws. | | | The TCF bylaws provide that they may be altered, amended or repealed, in whole or in part, by the shareholders or by the TCF board of directors at any meeting duly held in accordance with the TCF bylaws, provided that notice of the meeting includes notice of the proposed amendment, alternative or repeal. Notwithstanding the above, during the specified period, Article IX—Certain Governance Matters of the TCF bylaws and certain related provisions may be amended by the TCF board of directors only by an affirmative vote of at least seventy-five percent (75%) of the entire board of directors. | |
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Shareholder Action by Written Consent: | | | Under Maryland law, any action required or permitted to be taken at a meeting of shareholders may be taken | | | The TCF articles provide that any action required or permitted under the MBCA to be taken at an annual or special |
| | Huntington | | | TCF | |
| | Huntington’s charter does not address shareholder action without a meeting and, therefore, unanimous consent is required for shareholder action without a meeting. | | | ||
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Special Meetings of Shareholders: | | | Huntington’s bylaws provide that the chairman of the board of directors, the president, the chief executive officer, the board of directors, or the Huntington board of directors, may call a special meeting of the shareholders. In addition, Huntington's secretary is required to call a special meeting of shareholders to act on any matter that may properly be considered at a meeting of shareholders upon the written request of shareholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting. | | | TCF’s bylaws provide that special meetings of shareholders may be called by the board of directors, the chair of the board of directors or the president, and will be called by the president or secretary at the written request of shareholders holding a majority of the shares of stock of TCF outstanding and entitled to vote. |
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| | | | The request must state the purpose or purposes for which the meeting is to be called. | ||
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Record Date: | | | Under the Huntington bylaws and as required by the MGCL, the Huntington board of directors may fix a record date, which record date may not be more than ninety (90) or less than ten (10) days before the date of the annual or special meeting, unless otherwise required by applicable law. | | | Under the TCF bylaws, the TCF board of directors, the chair of the board of directors or the president may fix a record date, which record date may not be more than sixty (60) or less than ten (10) days before the date of the annual or special meeting, unless otherwise required by applicable law. |
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Quorum: | | | Under the Huntington bylaws, unless Maryland law or the Huntington charter provides otherwise, at any meeting of shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be | | | Under the TCF bylaws, unless Michigan law or the TCF articles provides otherwise, the shareholders present at a meeting in person or by proxy who, as of the record date for such meeting, were holders of a majority of the |
| | Huntington | | | TCF | |
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Notice of Shareholder Actions/Meetings: | | | Huntington’s bylaws provide that written or electronic notice of the time and place (and the purpose, if the meeting is a special meeting or notice of the purpose is required by law) of each shareholders’ meeting must be provided to each shareholder entitled to vote at the meeting and to each other shareholder entitled by statute to notice of the meeting. Such notice must be provided not less than ten (10) days nor more than ninety (90) days before each shareholders’ meeting and may be by mail, by delivering it personally, by leaving the notice at the shareholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. | | | TCF’s bylaws provide that written notice of each meeting of shareholders, stating the time, place, if any, and purposes thereof will be given to each shareholder entitled to vote at the meeting not less than ten (10) days nor more than sixty (60) days before the date fixed for the meeting and may be made by delivering it in person, by mail, or if authorized by the TCF board of directors, by a form of electronic transmission to which the shareholder has consented. |
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Advance Notice Requirements for Shareholder Nominations and Other Proposals: | | | Huntington’s bylaws require that all director nominations and proposals of other business to be considered by the shareholders be properly brought before the meeting. In order for a shareholder nomination or other shareholder proposal to be properly brought before an annual meeting, any Huntington shareholder making such a nomination or proposal must give timely notice to Huntington’s secretary at Huntington’s principal executive office not earlier than the one hundred fiftieth (150th) day nor later than 5:00 p.m., Eastern Time, on the one hundred twentieth (120th) day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting, provided that in the event that the date | | | TCF’s bylaws require that any matter presented for shareholder action at an annual or special meeting of shareholders must be properly presented for action at the meeting by a shareholder in accordance with the notice provisions set forth in the bylaws. For a matter to be properly presented by a shareholder, the shareholder must have given timely notice of the matter in writing to the secretary of TCF. To be timely, the notice must be delivered to or mailed to and received at the principal executive offices of TCF not less than one hundred twenty (120) calendar days prior to the date corresponding to the date of TCF’s proxy statement or notice of meeting released to shareholders in |
| | Huntington | | | TCF | |
| | In the event that the number of directors to be elected to the Huntington board of directors is increased, and there is no public announcement of such action at least one hundred thirty (130) days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting, a shareholder’s notice of nomination for any new positions created by such increase will be considered timely if it is delivered to Huntington’s secretary at Huntington’s principal executive office not later than 5:00 p.m., Eastern Time, on the tenth (10th) day following the day on which such public announcement is first made by Huntington. Only such business that has been brought before a special meeting pursuant to Huntington’s notice of the meeting may be conducted at the special meeting of shareholders. Nominations by shareholders of individuals for election to the board of directors may be made at a special meeting of shareholders at which directors are to be elected only (i) by or at the direction of the board of directors, (ii) by a shareholder that has duly requested that a special meeting be called for the purpose of electing directors, or (iii) provided that the special meeting has been duly called for the purpose of | | | Under TCF’s bylaws, a shareholder of record of shares of a class entitled to vote at an election meeting may make a nomination at an election meeting if, and only if, such shareholder will have first delivered, not less than one hundred twenty (120) days prior to the date of the election meeting in the case of an annual meeting, and not more |
| | Huntington | | | TCF | |
| | A shareholder’s notice, whether for an annual or special meeting, must set forth certain information as specified in the Huntington bylaws. Notwithstanding anything in the Huntington bylaws to the contrary, except as otherwise determined by the chairman of the meeting, if the shareholder giving notice does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter will not be considered at the meeting. | | | ||
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Limitation of Liability of Directors and Officers: | | | Huntington’s charter provides that no director or officer of Huntington will be personally liable to Huntington or its shareholders for money damages, to the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted. The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation | | | The TCF articles provide that no director of TCF will be liable to TCF or its shareholders for monetary damages for a breach of a director’s fiduciary duty, except for liability; (i) for a breach of the director's duty of loyalty to TCF or its shareholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) a violation of Section 551(1) of the MBCA; or (iv) for a transaction from |
| | Huntington | | | TCF | |
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Indemnification of Directors and Officers: | | | Under Maryland law, a corporation may indemnify any present or former director or officer or any individual who, while a director or officer of the corporation and at the request of the corporation, has served another enterprise as a director, officer, partner, trustee, employee or agent who is made a party to any proceeding by reason of service in that capacity against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director or officer in connection with the proceeding, unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; (b) the director or officer actually received an improper personal benefit in money, property, or services; or, (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Notwithstanding the above, a director or officer may not be indemnified in respect of any proceeding, by or in the right of the corporation, in which such director or officer has been adjudged liable to the corporation or in respect of any proceeding charging improper receipt of a personal benefit (except as described below). The reasonable expenses incurred by a director or officer who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of both a written affirmation by the director or | | | Under Michigan law, a corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation), by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. Indemnification of expenses (including attorneys’ fees) and amounts paid in settlement is permitted in derivative actions, except that indemnification is not allowed for any claim, issue or matter in which such person has been found liable to the corporation unless and to the extent that a court decides indemnification is proper. To the extent that a director or officer has been successful on the merits or |
| | Huntington | | | TCF | |
| | Under Maryland law, a present or former director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding must be indemnified against reasonable expenses incurred by the director or officer in connection with the proceeding. A court of appropriate jurisdiction upon application of a director or officer and such notice as the court will require may order indemnification in the following circumstances: (1) if it determines a director or officer is entitled to reimbursement pursuant to a director’s or officer’s success, on the merits or otherwise, in the defense of any proceeding, the court will order indemnification, in which case the director or officer will be entitled to recover the expenses of securing such reimbursement; or (2) if it determines that a director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, the court may order such indemnification as the court deems proper. However, indemnification with respect to any proceeding by or in the right of the corporation or in which liability will have been adjudged in the case of a proceeding charging improper personal benefit to the director or officer, will be limited to expenses. Maryland law also provides that, where indemnification is permissible, it must be authorized for a specific proceeding after a determination has been made that indemnification of the director or officer is permissible in the circumstances because the director or officer has met the requisite standard of care. Such determination must be made | | | The MBCA permits partial indemnification for a portion of expenses (including reasonable attorneys’ fees), judgments, penalties, fines and amounts paid in settlement to the extent the person is entitled to indemnification for less than the total amount. A determination that the person to be indemnified meets the applicable standard of conduct and an evaluation of the reasonableness of the expenses incurred and amounts paid in settlement will be made: (i) by a majority vote of a quorum of the board of directors who were not parties or threatened to be made parties to the action, suit or proceeding; (ii) if a quorum cannot be so obtained, by a majority vote of a committee of not less than two directors who are not, at the time, parties or threatened to be made parties to the action, suit or proceeding; (iii) by independent legal counsel; (iv) by all independent directors not parties or threatened to be made parties to the action, suit or proceeding; or (v) by the shareholders (excluding shares held by directors, officers, employees or agents who are parties or are threatened to be made parties to the action, suit or proceeding). An authorization for payment of indemnification may be made by: (a) the board of directors by (i) a majority vote of all directors who are not parties or threatened to be made parties to the action, suit or proceeding, provided that there are at least two such directors, (ii) a majority vote of a |
| | Huntington | | | TCF | |
| | In addition, Maryland law provides that a corporation may not indemnify a director or officer or advance expenses for a proceeding brought by that director or officer against the corporation, except for a proceeding brought to enforce indemnification, or unless the charter, bylaws, resolution of the board of directors, or an agreement approved by the board of directors expressly provides otherwise. Huntington’s charter provides that the corporation will indemnify its directors to the full extent permitted by law, its officers to the same extent it indemnifies its directors, and any officers who are not directors to such further extent as determined by the board of directors and consistent with the law. The Huntington bylaws provide that, to the maximum extent permitted by Maryland law, Huntington must indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer of Huntington or any individual who, while a director or officer of Huntington and at the request of Huntington, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit | | | Under the MBCA, a corporation may indemnify a director without a determination that the director has met the applicable standard of conduct unless the director received a financial benefit to which he or she was not entitled, intentionally inflicted harm on the corporation or its shareholders, violated Section 551 of the MBCA (which prohibits certain dividends, distributions and loans to insiders of the corporation), or intentionally committed a criminal act. A director may file for a court determination of the propriety of indemnification in any of the situations set forth in the preceding sentence. The TCF articles and the TCF bylaws each indicate that TCF will indemnify, to the fullest extent permitted by the MBCA, persons who serve or have served as directors, officers, employees or agents of TCF, and persons who serve or have served at the request of TCF as directors, officers, employees, partners or agents of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise. |
| | Huntington | | | TCF | |
| | The Huntington bylaws also permit it to indemnify and advance expenses to any individual who served a predecessor of Huntington in any of the capacities described above and any employees or agents of Huntington or a predecessor of Huntington with the approval of the board of directors. | | | ||
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Anti-Takeover Provisions: | | | Maryland law includes a control share acquisition statute that, in general terms, provides that where a person acquires issued and outstanding shares of a Maryland corporation’s voting stock (referred to as control shares) within one of several specified ranges (one-tenth or more but less than one-third, one-third or more but less than a majority or a majority or more), approval of the control share acquisition by the corporation’s shareholders must be obtained before the acquiring person may vote the control shares. Control shares do not include shares that the person is then entitled to vote as a result of having previously obtained shareholder approval. The required shareholder vote is two-thirds of all the votes entitled to be cast, excluding “interested shares,” defined as shares held by the acquiring person, officers of the corporation and employees who are also directors of the corporation. A corporation may, however, opt out of the control share statute through a charter or bylaw provision. Huntington has not opted out of the control share acquisition statute. Accordingly, the Maryland control share acquisition statute applies to acquisitions of shares of Huntington common stock. Maryland law includes a business | | | Neither the TCF articles nor the TCF bylaws containing any special provisions relating to the approval of business combinations. TCF is subject to the provisions of Chapter 7A of the MBCA. In addition to any vote otherwise required by law or the corporation’s articles of incorporation, Chapter 7A of the MBCA provides that business combinations between a corporation that is subject to Chapter 7A and an interested shareholder (generally a beneficial owner of 10% or more of the voting power of the corporation) require an advisory statement from the board of directors and approval by an afirmative vote of both (i) not less than 90% of the votes of each class of stock entitled to be cast and (ii) not less than two-thirds of the votes of each class of stock entitled to be cast by the shareholders other than voting shares beneficially owned by the interested shareholder who is, or whose affiliate is, a party to the business combination or an affiliate or associate of the interested shareholder. The above vote requirements do not apply if (i) the corporation’s board of directors aproves the transaction prior to the time the interested shareholder first becomes an interested shareholder or (ii) the transaction satisfies the specified |
| | Huntington | | | TCF | |
| | Huntington has not opted out of the Maryland business combination statute. The MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three (3) independent | | |
| | Huntington | | | TCF | |
| | • a classified board; • a two-thirds vote requirement for removing a director; • a requirement that the number of directors be fixed only by vote of the directors; • a requirement that the vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occured; or • a majority requirement for the calling of a shareholder-requested special meeting of shareholders. Through provisions in the Huntington charter and bylaws unrelated to these provisions of the MGCL, Huntington already (1) requires a two-thirds vote for the removal of any director from its board of directors, which removal will be allowed only for cause, (2) vests in its board of directors the exclusive power to fix the number of directorships, and (3) requires, unless called by the chairman of the board of directors, the president, the chief executive officer or the board of directors, the request of shareholders entitled to cast not less than a majority of all votes entitled to be cast on a matter at such meeting to call a special meeting to consider and vote on any matter that may properly be considered at a meeting of shareholders. In the future, the Huntington board of directors may elect, without shareholder approval, to create a classified board or elect to be subject to one or more of the other provisions of the MGCL described above. | | |
| | Huntington | | | TCF | |
Rights of Dissenting Shareholders: | | | Under Maryland law, a shareholder has the right to demand and receive payment of the fair value of the shareholder’s stock from the successor if the corporation consolidates or merges with another corporation, the shareholder’s stock is to be acquired in a share exchange, the corporation transfers its assets in a manner requiring shareholder action under Maryland law, the corporation amends its charter in a way which alters the contract rights, as expressly set forth in the charter, of any outstanding stock and substantially adversely affects the shareholder’s rights, unless the right to do so is reserved by the corporation’s charter, or the transaction is defined as a business combination under Maryland law. However, under Maryland law, a shareholder of the corporation may not demand the fair value of the shareholder’s stock and is bound by the terms of the transaction if (i) any shares of the class or series of the stock is listed on a national securities exchange, unless each of the following apply: (a) in the transaction, stock of the corporation is required to be converted into or exchanged for anything of value except (1) stock of the corporation surviving or resulting from the merger, consolidation, or share exchange, stock of any other corporation, or depositary receipts for any stock described in this item, (2) cash in lieu of fractional shares of stock or fractional depositary receipts described in item (1), or (3) any combination of the stock, depositary receipts, and cash in lieu of fractional shares or fractional depositary receipts described in items (1) and (2); (b) the directors and executive officers of the corporation were the beneficial owners in the aggregate of 5 percent or more of the outstanding voting stock of the corporation at any time within the 1 (one)-year period ending on the day the shareholders voted on the merger; and (c) unless the stock is held in accordance with a compensatory plan or arrangement approved by the | | | The MBCA generally provides that a shareholder is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions: • consummation of a plan of merger to which the corporation is a party if shareholder approval is required for the merger by the MBCA or the articles of incorporation and the shareholder is entitled to vote on the merger, or the corporation is a subsidiary that is merged with its parent; • consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; • consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution but not including a sale pursuant to court order; • consummation of a plan of conversion to which the corporation is a party as the corporation that is being converted, if the shareholder is entitled to vote on the plan, unless the corporation is converted into a foreign corporation and the shareholder receives shares that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest of the total voting rights of the outstanding shares of the corporation, as the shares held by the shareholder before the conversion; |
| | Huntington | | | TCF | |
| | board of directors of the corporation and the treatment of the stock in the transaction is approved by the board of directors, any stock held by persons described in (b), as part of or in connection with the transaction and within the 1 (one)-year period described in (b), will be or was converted into or exchanged for stock of a person, or an affiliate of a person, who is a party to the transaction on terms that are not available to all holders of stock of the same class or series; (ii) the stock is that of the successor in a merger, unless (a) the merger alters the contract rights of the stock as expressly set forth in the charter, and the charter does not reserve the right to do so; or (b) the stock is to be changed or converted in whole or in part in the merger into something other than either stock in the successor or cash, scrip, or other rights or interests arising out of the provisions for the treatment of fractional shares of stock in the successor; (iii) the stock is not entitled to be voted on the transaction or the shareholder did not own the shares of stock on the record date for determining shareholders entitled to vote on the transaction; or (iv) the charter provides that the holders of the stock are not entitled to exercise the rights of an objecting shareholder. | | | • an amendment of the corporation’s articles of incorporation that creates a right to dissent; • any corporate action taken pursuant to a shareholder vote to the extent the corporation’s articles of incorporation, bylaws or a resolution of the board provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; and • issuance of securities in the course of a merger, acquisition of some or all of the outstanding shares of another corporation or acquisition of some or all of the assets other than cash of a corporation if (i) the securities to be issued are or may be converted into shares of the acquiring corporation’s common stock; and (ii) the number of the acquiring corporation’s common shares to be issued, plus those initially issuable upon conversion or exchange of any other securities to be issued, will exceed 100% of the number of its common shares authorized to be issued immediately prior to the acquisition. However, under Michigan law, unless otherwise provided in the corporation’s articles of incorporation, bylaws or a resolution of the board, a shareholder may not dissent from (i) any corporate action as to shares that are listed on a national securities exchange, including the NASDAQ Global Select Market and the NASDAQ Global Market, but not the NASDAQ Capital Market, on the record date fixed to vote on the corporate action; or (ii) a merger or share exchange in which shareholders receive cash, shares that are listed on a national securities exchange or any combination thereof and other similar transactions. | |
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Shareholder Rights Plan: | | | Huntington does not currently have a shareholder rights plan in effect. | | | TCF does not currently have a shareholder rights plan in effect. |
| | Huntington | | | TCF | |
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Exclusive Forum: | | | Neither Huntington’s charter nor its bylaws contain an exclusive forum provision. | | | Under the TCF bylaws, unless TCF consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of TCF, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of TCF to TCF or TCF’s current or former shareholders (including beneficial owners of TCF’s capital stock), (c) any action asserting a claim arising pursuant to any provision of the MBCA or TCF’s articles or bylaws (as either may be amended from time to time), or (d) any action asserting a claim governed by the internal affairs doctrine, in each case, will be the federal district court for the Eastern District of Michigan, Southern Division (or, if the federal district court does not have jurisdiction, the Circuit Courts of the State of Michigan located in Oakland County). If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than a court located within the State of Michigan (a “Foreign Action”) directly or derivatively by any debtholder or shareholder or other equityholder, such debtholder or shareholder or other equityholder will, to the fullest extent permitted by applicable law, be deemed to have consented to (i) the personal jurisdiction of the federal and state courts located within the State of Michigan in connection with any action brought in any such court to enforce the immediately preceding sentence and (ii) having service of process made upon such debtholder or shareholder or other equityholder in any such action by service upon such debtholder’s or shareholder’s or other equityholder’s counsel in the Foreign Action as agent for such debtholder or shareholder or equityholder. Any person or entity purchasing or otherwise acquiring or holding any debt or capital stock or other equity interests of TCF will be deemed to have notice of and consented to the foregoing provisions. |
Huntington Filings (SEC File No. 001-34073) | | | Periods Covered or Date of Filing with the SEC |
Annual Report on Form 10-K | | | Fiscal year ended December 31, 2019, filed February 14, 2020 |
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Quarterly Reports on Form 10-Q | | | Quarterly period ended March 31, 2020, filed May 1, 2020, quarterly period ended June 30, 2020, filed July 31, 2020 and quarterly period ended September 30, 2020, filed October 30, 2020 |
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Current Reports on Form 8-K | | | Filed January 24, 2020, February 4, 2020, April 1, 2020, April 23, 2020 (Film No. 20810770), April 27, 2020, June 3, 2020, June 30, 2020, July 23, 2020 (Film No. 201044229), August 10, 2020, October 20, 2020, October 22, 2020 (Film No. 201255466), November 3, 2020, December 14, 2020, December 17, 2020, |
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Definitive Proxy Statement on Schedule 14A | | | Filed March 12, 2020 |
Huntington Filings (SEC File No. 001-34073) | | | Periods Covered or Date of Filing with the SEC |
The description of Huntington’s common stock contained in Huntington’s registration statement on Form 8-A filed under Section 12 of the Exchange Act and any amendment or report filed for purpose of updating | | | April 28, 1967 (filed in paper format), as updated by Exhibit 4.2 to Huntington’s Form 10-K for the year ended December 31, 2019, filed February 14, 2020 |
| | ||
The description of Huntington’s depositary shares each representing 1/40th interest in a share of Huntington’s 6.250% Series D Non-Cumulative Perpetual Preferred Stock contained in Huntington’s registration statement on Form 8-A filed under Section 12 of the Exchange Act and any amendment or report filed for purpose of updating | | | March 21, 2016, as updated by Exhibit 4.2 to Huntington’s Form 10-K for the year ended December 31, 2019, filed February 14, 2020 |
| | ||
The description of Huntington’s depositary shares each representing 1/40th interest in a share of Huntington’s 5.875% Series C Non-Cumulative Perpetual Preferred Stock contained in Huntington’s registration statement on Form 8-A filed under Section 12 of the Exchange Act and any amendment or report filed for purpose of updating | | | August 15, 2016, as updated by Exhibit 4.2 to Huntington’s Form 10-K for the year ended December 31, 2019, filed February 14, 2020 |
| | ||
The description of Huntington’s depositary shares each representing 1/40th interest in a share of Huntington’s 4.500% Series H Non-Cumulative Perpetual Preferred Stock contained in Huntington’s registration statement on Form 8-A filed under Section 12 of the Exchange Act | | |
TCF Filings (SEC File No. 001-39009) | | | Periods Covered or Date of Filing with the SEC |
Annual Report on Form 10-K | | | |
| | ||
Quarterly Reports on Form 10-Q | | | Quarterly period ended March 31, 2020, filed May 8, 2020, quarterly period ended June 30, 2020, filed August 7, 2020 and quarterly period ended September 30, 2020, filed November 6, 2020 |
| | ||
Current Reports on Form 8-K | | | Filed March 6, 2020, March 16, 2020, April 27, 2020, May 11, 2020, October 26, 2020 (first filing), December 14, 2020 and December 17, 2020 (other than the portions of those documents not deemed to be filed) |
| | ||
Definitive Proxy Statement on Schedule 14A | | | Filed March 25, 2020 |
• | | | if you are a Huntington shareholder: Huntington Bancshares Incorporated 41 South High Street Columbus, Ohio 43287 (800) 576-5007 Attn: Huntington Investor Relations | | | • | | | if you are a TCF shareholder: TCF Financial Corporation 333 W. Fort Street, Suite 1800 Detroit, Michigan 48226 (866) 258-1807 Attn: TCF Investor Relations |
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Exhibit A | | | - | | | Form of Huntington Charter Amendment |
Exhibit B | | | - | | | Form of Bank Merger Agreement |
Exhibit C | | | - | | | Form of Articles Supplementary |
| | Page | |
Adjusted Restricted Stock Unit Award | | | A-3 |
Adjusted Stock Option | | | A-2 |
affiliate | | | A-53 |
Agreement | | | A-1 |
Articles of Merger | | | A-1 |
Bank Merger | | | A-4 |
Bank Merger Agreement | | | A-4 |
Bank Merger Certificates | | | A-4 |
Benefit Plans | | | A-14 |
BHC Act | | | A-7 |
business day | | | A-53 |
Certificate of Merger | | | A-1 |
Chosen Courts | | | A-54 |
Closing | | | A-1 |
Closing Date | | | A-1 |
Code | | | A-1 |
Confidentiality Agreement | | | A-39 |
Continuing Employees | | | A-41 |
Effective Time | | | A-1 |
Enforceability Exceptions | | | A-9 |
Environmental Laws | | | A-19 |
ERISA | | | A-13 |
Exception Shares | | | A-2 |
Exchange Act | | | A-10 |
Exchange Agent | | | A-4 |
Exchange Fund | | | A-4 |
Exchange Ratio | | | A-2 |
FDIC | | | A-8 |
Federal Reserve Board | | | A-10 |
Foreign Plan | | | A-15 |
Foundation | | | A-44 |
GAAP | | A-7 | |
Governmental Entity | | | A-10 |
Huntington | | | A-1 |
Huntington 401(k) Plan | | | A-42 |
Huntington Acquisition Proposal | | | A-51 |
Huntington Adverse Recommendation Change | | | A-54 |
Huntington Articles | | | A-23 |
Huntington Benefit Plans | | | A-31 |
Huntington Board Recommendation | | | A-40 |
Huntington Bylaws | | | A-23 |
Huntington Charter Amendment | | | A-4 |
Huntington Common Stock | | | A-2 |
Huntington Contract | | | A-29 |
Huntington Deferred Stock Unit Awards | | | A-23 |
Huntington Disclosure Schedule | | | A-22 |
Huntington ERISA Affiliate | | | A-32 |
Huntington Meeting | | | A-40 |
Huntington Preferred Stock | | | A-23 |
| | Page | |
Huntington Regulatory Agreement | | | A-30 |
Huntington Reports | | | A-26 |
Huntington Restricted Stock Unit Awards | | | A-23 |
Huntington Share Closing Price | | | A-6 |
Huntington Stock Options | | | A-23 |
Huntington Stock Plans | | | A-23 |
Huntington Subsidiary | | | A-23 |
Identified Employee | | | A-34 |
Intellectual Property | | | A-20 |
IRS | | | A-13 |
Joint Proxy Statement | | | A-10 |
knowledge | | | A-53 |
Liens | | | A-9 |
Loans | | | A-21 |
made available | | | A-53 |
Maryland Department | | | A-1 |
Material Adverse Effect | | | A-7 |
Materially Burdensome Regulatory Condition | | | A-38 |
MBCA | | | A-1 |
Merger | | | A-1 |
Merger Consideration | | | A-2 |
MGCL | | | A-1 |
Michigan Department | | | A-1 |
Multiemployer Plan | | | A-14 |
Multiple Employer Plan | | | A-14 |
NASDAQ | | | A-6 |
New Certificates | | | A-4 |
New Huntington Preferred Stock | | | A-2 |
New Plans | | | A-41 |
OCC | | | A-10 |
Old Certificate | | | A-2 |
Pandemic | | | A-8 |
Pandemic Measures | | | A-8 |
PBGC | | | A-14 |
Permitted Encumbrances | | | A-19 |
person | | | A-53 |
Personal Data | | | A-16 |
Premium Cap | | | A-43 |
Regulatory Agencies | | | A-10 |
Representatives | | | A-44 |
Requisite Huntington Vote | | | A-24 |
Requisite Regulatory Approvals | | | A-47 |
Requisite TCF Vote | | | A-9 |
S-4 | | | A-10 |
Sarbanes-Oxley Act | | | A-12 |
SEC | | | A-10 |
Securities Act | | | A-11 |
SRO | | | A-10 |
Subsidiary | | | A-8 |
Surviving Corporation | | | A-1 |
| | Page | |
Takeover Restrictions | | | A-20 |
Tax | | | A-13 |
Tax Return | | | A-13 |
Taxes | | | A-13 |
TCF | | | A-1 |
TCF 401(k) Plan | | | A-42 |
TCF Acquisition Proposal | | | A-45 |
TCF Adverse Recommendation Change | | | A-39 |
TCF Articles | | | A-8 |
TCF Benefit Plans | | | A-13 |
TCF Board Recommendation | | | A-39 |
TCF Bylaws | | | A-8 |
TCF Common Stock | | | A-1 |
TCF Contract | | | A-18 |
TCF Deferred Stock Award | | | A-3 |
TCF Directors | | | A-44 |
TCF Disclosure Schedule | | | A-7 |
TCF Equity Awards | | | A-4 |
TCF ERISA Affiliate | | | A-14 |
TCF Indemnified Parties | | | A-43 |
TCF Insiders | | | A-46 |
TCF Meeting | | | A-39 |
TCF Owned Properties | | | A-19 |
TCF Preferred Stock | | | A-2 |
TCF Qualified Plans | | | A-14 |
TCF Real Property | | | A-19 |
TCF Regulatory Agreement | | | A-18 |
TCF Reports | | | A-11 |
TCF Restricted Stock Award | | | A-3 |
TCF Restricted Stock Unit Award | | | A-3 |
TCF Stock Option | | | A-2 |
TCF Stock Plans | | | A-4 |
TCF Subsidiary | | | A-8 |
Termination Date | | | A-49 |
Termination Fee | | | A-50 |
Willful Breach | | | A-50 |
| | if to TCF, to: | ||||
| | | | |||
| | TCF Financial Corporation | ||||
| | 11100 Wayzata Blvd, Ste. 802 | ||||
| | Minnetonka, MN 55305 | ||||
| | Attention: | | | Joseph T. Green, General Counsel | |
| | E-mail: | | | jgreen@tcfbank.com, kbjorklu@tcfbank.com, anesbitt@tcfbank.com | |
| | | | |||
| | With a copy (which shall not constitute notice) to: | ||||
| | | | |||
| | Simpson Thacher & Bartlett LLP | ||||
| | 425 Lexington Avenue | ||||
| | New York, NY 10017 | ||||
| | Attention: | | | Lee A. Meyerson and Sebastian Tiller | |
| | E-mail: | | | lmeyerson@stblaw.com and stiller@stblaw.com | |
| | | |
and | ||||||
| | | | |||
| | if to Huntington, to: | ||||
| | | | |||
| | Huntington Bancshares Incorporated | ||||
| | 41 South High Street | ||||
| | Columbus, OH 43287 | ||||
| | Attention: Jana J. Litsey, General Counsel | ||||
| | E-mail: jana.j.litsey@huntington.com | ||||
| | | | |||
| | With a copy (which shall not constitute notice) to: | ||||
| | | | |||
| | Wachtell, Lipton, Rosen & Katz | ||||
| | 51 W. 52nd Street | ||||
| | New York, NY 10019 | ||||
| | Attention: | | | Edward D. Herlihy and Jacob A. Kling | |
| | E-mail: | | | EDHerlihy@wlrk.com and JAKling@wlrk.com |
| | HUNTINGTON BANCSHARES INCORPORATED | |||||||
| | | | | | ||||
| | By: | | | /s/ Stephen D. Steinour | ||||
| | | | Name: | | | Stephen D. Steinour | ||
| | | | Title: | | | Chairman, President and Chief Executive Officer | ||
| | | | | | ||||
| | TCF FINANCIAL CORPORATION | |||||||
| | | | | | ||||
| | By: | | | /s/ David Provost | ||||
| | | | Name: | | | David Provost | ||
| | | | Title: | | | C.E.O. |
ATTEST: | | | HUNTINGTON BANCSHARES INCORPORATED | ||||||
| | | | | | ||||
By: | | | | | By: | | | ||
Name: | | | | | Name: | | | Stephen D. Steinour | |
Title: | | | | | Title: | | | Chairman, President and Chief Executive Officer |
| | If to The Huntington National Bank, to: | |||||||
| | | | | | ||||
| | | | Huntington Bancshares Incorporated | |||||
| | | | 41 South High Street | |||||
| | | | Columbus, OH 43287 | |||||
| | | | Attention: | | | Jana J. Litsey, General Counsel | ||
| | | | E-mail: | | | jana.j.litsey@huntington.com | ||
| | | | | | ||||
| | With a copy (which shall not constitute notice) to: | |||||||
| | | | | | ||||
| | | | Wachtell, Lipton, Rosen & Katz | |||||
| | | | 51 W. 52nd Street | |||||
| | | | New York, NY 10019 | |||||
| | | | Attention: | | | Edward D. Herlihy and Jacob A. Kling | ||
| | | | E-mail: | | | EDHerlihy@wlrk.com and JAKling@wlrk.com | ||
| | | | | | ||||
| | If to TCF National Bank, to: | |||||||
| | | | | |||||
| | | | TCF Financial Corporation | |||||
| | | | 11100 Wayzata Blvd, Ste. 802 | |||||
| | | | Minnetonka, MN 55305 | |||||
| | | | Attention: | | | Joseph T. Green, General Counsel | ||
| | | | E-mail: | | | jgreen@tcfbank.com, kbjorklu@tcfbank.com, anesbitt@tcfbank.com | ||
| | | | | | ||||
| | With a copy (which shall not constitute notice) to: | |||||||
| | | | | | ||||
| | | | Simpson Thacher & Bartlett LLP | |||||
| | | | 425 Lexington Avenue | |||||
| | | | New York, NY 10017 | |||||
| | | | Attention: | | | Lee A. Meyerson and Sebastian Tiller | ||
| | | | E-mail: | | | lmeyerson@stblaw.com and stiller@stblaw.com |
| | TCF NATIONAL BANK | |
| | ||
| | ||
| | By: | |
| | Title: |
1 | To reflect the last dividend payment date in respect of the 5.70% Series C Non-Cumulative Perpetual Preferred Stock, no par value, of TCF Financial Corporation. |
2 | To be no earlier than December 1, 2022. |
ATTEST: | | | HUNTINGTON BANCSHARES INCORPORATED | ||||||
| | | | | | ||||
By: | | | | | By: | | | ||
Name: | | | | | Name: | | | Stephen D. Steinour | |
Title: | | | | | Title: | | | Chairman, President and Chief Executive Officer |
ATTEST: | | | HUNTINGTON BANCSHARES INCORPORATED | ||||||
| | | | | | ||||
By: | | | | | By: | | | ||
Name: | | | | | Name: | | | Stephen D. Steinour | |
Title: | | | | | Title: | | | Chairman, President and Chief Executive Officer |
Very truly yours, | | | |
| | ||
| | ||
/s/ Goldman Sachs & Co. LLC | | | |
(GOLDMAN SACHS & CO. LLC) | | |
| | Very truly yours, | |
| | ||
| | /s/ Keefe, Bruyette & Woods, Inc. | |
| | ||
| | Keefe, Bruyette & Woods, Inc. |
Item 20. | Indemnification of Directors and Officers |
Item 21. | Exhibits and Financial Statement Schedules |
(a) | The following exhibits are filed herewith or incorporated herein by reference: |
Exhibit No. | | | Description |
| | Agreement and Plan of Merger, dated as of December 13, 2020, by and between Huntington Bancshares Incorporated and TCF Financial Corporation (attached as Annex A to the joint proxy statement/prospectus forming a part of this Registration Statement). | |
| | ||
| | Articles Supplementary of Huntington Bancshares Incorporated (incorporated by reference to Exhibit 3.1 to Huntington Bancshares Incorporated’s Form 8-K filed with the SEC on January 22, 2019). | |
| | ||
| | Articles of Restatement of Huntington Bancshares Incorporated (incorporated by reference to Exhibit 3.2 to Huntington Bancshares Incorporated’s Form 8-K filed with the SEC on January 22, 2019). | |
| | ||
| | Articles Supplementary of Huntington Bancshares Incorporated (incorporated by reference to Exhibit 3.1 to Huntington Bancshares Incorporated’s Form 8-K filed with the SEC on June 3, 2020). | |
| | ||
| | Articles Supplementary of Huntington Bancshares Incorporated (incorporated by reference to Exhibit 3.1 to Huntington Bancshares Incorporated’s Form 8-K filed with the SEC on August 10, 2020). | |
| | ||
| | Articles Supplementary of Huntington Bancshares Incorporated (incorporated by reference to Exhibit 3.1 to Huntington Bancshares Incorporated’s Form 8-K filed with the SEC on February 9, 2021). | |
| | ||
| | Form of Articles of Amendment to Articles of Restatement of Huntington Bancshares Incorporated (attached as Annex B to the joint proxy statement/prospectus forming a part of this Registration Statement). | |
| | ||
| | Amended and Restated Bylaws of Huntington Bancshares Incorporated (incorporated by reference to Exhibit 3.3 to Huntington Bancshares Incorporated’s Form 8-K filed with the SEC on January 22, 2019). | |
| | ||
| | Instruments defining the Rights of Security Holders – reference is made to Articles Fifth, Eighth, and Tenth of Articles of Restatement (included as Exhibit 3.2). Instruments defining the rights of holders of long-term debt will be furnished to the SEC upon request. | |
| | ||
| | Form of Articles Supplementary of Huntington Bancshares | |
| | ||
| | Deposit Agreement, dated as of September 14, 2017, by and among TCF Financial Corporation, Computershare Trust Company, N.A. and Computershare Inc. jointly as Depositary (incorporated by reference to Exhibit 4.2 to legacy TCF’s Form 8-K filed with the SEC on September 14, 2017 (Commission File No. 001-10253)). | |
| | ||
| | Form of First Amendment to the Deposit Agreement, effective as of August 1, 2019, by and among Chemical Financial Corporation, TCF Financial Corporation, Computershare, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.5 to TCF Financial Corporation’s Form 8-A filed with the SEC on July 30, 2019 (Commission File No. 001-39009)). | |
| | ||
| | Opinion of Venable LLP as to validity of the securities being registered. | |
Exhibit No. | | | Description |
| | Opinion of Wachtell, Lipton, Rosen & Katz as to validity of the securities being registered. | |
| | ||
| | Opinion of Wachtell, Lipton, Rosen & Katz regarding certain U.S. income tax aspects of the merger. | |
| | ||
| | Opinion of Simpson Thacher & Bartlett LLP regarding certain U.S. income tax aspects of the merger. | |
| | ||
| | Consent of PricewaterhouseCoopers LLP. | |
| | ||
| | Consent of KPMG LLP. | |
| | ||
| | Consent of Venable LLP (included as part of the opinion filed as Exhibit 5.1). | |
| | ||
| | Consent of Wachtell, Lipton, Rosen & Katz (included as part of its opinion filed as Exhibit 5.2). | |
| | ||
| | Consent of Wachtell, Lipton, Rosen & Katz (included as part of its opinion filed as Exhibit 8.1). | |
| | ||
| | Consent of Simpson Thacher & Bartlett LLP (included as part of its opinion filed as Exhibit 8.2). | |
| | ||
| | Powers of Attorney of Directors and Officers of Huntington Bancshares | |
| | ||
| | Form of Proxy of Huntington Bancshares Incorporated. | |
| | ||
| | Form of Proxy of TCF Financial Corporation. | |
| | ||
| | Consent of Goldman Sachs & Co. LLC. | |
| | ||
| | Consent of Keefe, Bruyette & Woods, Inc. |
* |
Item 22. | Undertakings |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(5) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(6) | That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(7) | That every prospectus (i) that is filed pursuant to paragraph (5) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(8) | To respond to requests for information that is incorporated by reference into this prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one (1) business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; this includes information contained in documents filed subsequent to the effective date of this registration statement through the date of responding to the request. |
(9) | To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective. |
(10) | Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such |
| | HUNTINGTON BANCSHARES INCORPORATED | ||||
| | | | |||
| | By: | | | /s/ Stephen D. Steinour | |
| | Name: | | | Stephen D. Steinour | |
| | Title: | | | Chairman, President and Chief Executive Officer |
Signature | | | Title | |
| | | ||
/s/ Stephen D. Steinour | | | Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) | |
(Stephen D. Steinour) | | |||
| | | ||
/s/ Zachary J. Wasserman | | | Senior Executive Vice President, Chief Financial Officer (Principal Financial Officer) | |
(Zachary J. Wasserman) | | | ||
| | | ||
/s/ Nancy E. Maloney | | | Executive Vice President, Controller (Principal Accounting Officer) | |
(Nancy E. Maloney) | | |||
| | | ||
| | Director | | |
(Lizabeth Ardisana) | | | | |
| | | ||
| | Director | | |
(Alanna Y. Cotton) | | | | |
| | | ||
| | Director | | |
(Ann B. Crane) | | | | |
| | | ||
| | Director | | |
(Robert S. Cubbin) | | | | |
| | | ||
* | | | Director | |
(Steven G. Elliott) | | | | |
| | | ||
* | | | Director | |
(Gina D. France) | | | | |
| | | ||
* | | | Director | |
(J. Michael Hochschwender) | | | | |
| | | ||
* | | | Director | |
(John C. Inglis) | | | |
Signature | | | Title |
| | ||
| | Director | |
(Katherine M.A. Kline) | | | |
| | ||
| | Director | |
(Richard W. Neu) | | | |
| | ||
| | Director | |
(Kenneth J. Phelan) | | | |
| | ||
| | Director | |
(David L. Porteous) | | |
*By | | | /s/ Jana J. Litsey | | | |
Name: | | | Jana J. Litsey | | | |
Title: | | | Attorney-In-Fact | | |