Maryland
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6021
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31-0724920
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Edward D. Herlihy, Esq.
Jacob A. Kling, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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Joseph T. Green
General Counsel
TCF Financial Corporation
333 W. Fort Street, Suite 1800
Detroit, Michigan 48226
(866) 258-1807
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Lee A. Meyerson, Esq.
Sebastian Tiller, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of each class of
securities to be registered
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Amount to be
registered
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Proposed maximum
offering price per share
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Proposed maximum
aggregate offering price
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Amount of
registration fee(5)
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Common Stock, par value $0.01 per share
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473,241,280(1)
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N/A
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$6,305,576,000(3)
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$687,939
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5.70% Non-Cumulative Perpetual Preferred Stock Series I, par value $0.01 per share
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7,000(2)
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N/A
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$175,000,000(4)
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$19,093
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Depositary Shares each representing a 1/1000th interest in a share of Huntington series I preferred stock
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(6)
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(6)
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(6)
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(6)
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(1)
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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.
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(2)
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Represents the maximum number of shares of 5.70% Non-Cumulative Perpetual Preferred Stock Series I, par value $0.01 per share, of Huntington (“Huntington series I preferred stock”) estimated to be issued to holders of record of 5.70% Series C Non-Cumulative Perpetual Preferred Stock, no par value, of TCF (“TCF series C preferred stock”) in the merger described herein. This number is based on the number of shares of TCF series C preferred stock outstanding as of January 25, 2021, and the exchange of each such share for a share of Huntington series I preferred stock, pursuant to the merger agreement.
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(3)
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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).
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(4)
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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).
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(5)
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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.
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(6)
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No separate registration fee is payable in respect of the depositary shares each representing a 1/1000th interest in a share of Huntington series I preferred stock.
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Stephen D. Steinour
Chairman of the Board, President and Chief Executive Officer
Huntington Bancshares Incorporated
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Gary Torgow
Executive Chairman of the Board
TCF Financial Corporation
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•
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if you are a Huntington shareholder:
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
(800) 576-5007
Attn: Huntington Investor Relations
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•
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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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•
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Proposal to approve the merger (the “Huntington merger proposal”).
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•
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Proposal to approve an amendment to Huntington’s charter (the “Huntington charter”) to increase the number of authorized shares of Huntington common stock from one billion five hundred million shares to two billion two hundred fifty million shares (such amendment, the “Huntington charter amendment” and such proposal, the “Huntington authorized share count proposal”), a copy of which is attached as Annex B to the accompanying joint proxy statement/prospectus.
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Proposal to adjourn the Huntington special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Huntington merger proposal or the Huntington authorized share count proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Huntington common stock (the “Huntington adjournment proposal”).
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By Order of the Board of Directors
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Lyndsey M. Sloan
Deputy General Counsel & Secretary
Huntington Bancshares Incorporated
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February [ ], 2021
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•
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Proposal to approve the merger agreement (the “TCF merger proposal”).
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Proposal to approve, on a non-binding, advisory basis, 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 (the “TCF compensation proposal”).
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•
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Proposal to adjourn the TCF special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the TCF merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of TCF common stock (the “TCF adjournment proposal”).
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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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•
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“Huntington” refers to Huntington Bancshares Incorporated;
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•
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“Huntington common stock” refers to the common stock, par value $0.01 per share, of Huntington;
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•
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“Huntington preferred stock” refers to Huntington’s serial preferred stock, par value $0.01 per share, which has the following designations: (i) floating rate series B non-cumulative perpetual preferred stock, par value $0.01 per share (“Huntington series B preferred stock”), (ii) 5.875% series C non-cumulative perpetual preferred stock, par value $0.01 per share (“Huntington series C preferred stock”), (iii) 6.250% series D non-cumulative perpetual preferred stock, par value $0.01 per share (“Huntington series D preferred stock”), (iv) 5.700% series E fixed-to-floating rate non-cumulative perpetual preferred stock, par value $0.01 per share (“Huntington series E preferred stock”), (v) 5.625% series F non-cumulative perpetual preferred stock, par value $0.01 per share (“Huntington series F preferred stock”), (vi) 4.450% series G non-cumulative perpetual preferred stock, par value $0.01 per share (“Huntington series G preferred stock”) and (vii) 4.500% series H non-cumulative perpetual preferred stock, par value $0.01 per share (“Huntington series H preferred stock”);
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•
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“Huntington depositary shares” refers to the depositary shares each representing a 1/40th interest (or a 1/100th interest, in the case of Huntington series E preferred stock, Huntington series F preferred stock and Huntington series G preferred stock) in a share of Huntington preferred stock;
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•
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“New Huntington preferred stock” refers to the 5.70% non-cumulative perpetual preferred stock, series I, par value $0.01 per share, of Huntington;
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•
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“New Huntington depositary shares” refers to the depositary shares representing a 1/1000th interest in a share of new Huntington preferred stock;
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•
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“TCF” refers to TCF Financial Corporation;
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•
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“TCF common stock” refers to the common stock, par value $1.00 per share, of TCF;
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•
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“TCF series C preferred stock” refers to the 5.70% Series C non-cumulative perpetual preferred stock, no par value, of TCF; and
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•
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“TCF depositary shares” refers to the depositary shares representing a 1/1000th interest in a share of TCF series C preferred stock.
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Q:
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Why am I receiving this joint proxy statement/prospectus?
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A:
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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”).
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•
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holders of Huntington common stock must approve the merger (the “Huntington merger proposal”); and
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•
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holders of TCF common stock must approve the merger agreement (the “TCF merger proposal”).
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Q:
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What will happen in the merger?
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A:
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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
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Q:
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When and where will each of the special meetings take place?
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A:
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The Huntington special meeting will be held virtually at www.meetingcenter.io/207906613 on March 25, 2021 at 3:30 p.m., Eastern Time. The TCF special meeting will be held virtually at www.virtualshareholdermeeting.com/TCF2021SGM on March 25, 2021 at 3:30 p.m., Eastern Time.
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Q:
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What matters will be considered at each of the special meetings?
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A:
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At the Huntington special meeting, holders of Huntington common stock will be asked to consider and vote on the following proposals:
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•
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Huntington Proposal 1: The Huntington merger proposal. Approval of the merger;
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•
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Huntington Proposal 2: The Huntington authorized share count proposal. Approval of an amendment to Huntington’s charter to increase the number of authorized shares of Huntington common stock from one billion five hundred million shares (1,500,000,000) to two billion two hundred fifty million shares (2,250,000,000); and
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•
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Huntington Proposal 3: The Huntington adjournment proposal. Approval of the adjournment of the Huntington special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes at the time of the Huntington special meeting to approve the Huntington merger proposal or the Huntington authorized share count proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of Huntington common stock.
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•
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TCF Proposal 1: The TCF merger proposal. Approval of the merger agreement;
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•
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TCF Proposal 2: The TCF compensation proposal. Approval of, on an advisory (non-binding) basis, the merger-related named executive officer compensation that will or may be paid to TCF’s named executive officers in connection with the merger; and
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•
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TCF Proposal 3: The TCF adjournment proposal. Approval of the adjournment of the TCF special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes at the time of the TCF special meeting to approve the TCF merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of TCF common stock.
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Q:
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What will holders of TCF common stock receive in the merger?
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A:
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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.
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Q:
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What will holders of TCF depositary shares receive in the merger?
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A:
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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 151 for more information.
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Q:
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What will holders of Huntington common stock receive in the merger?
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A:
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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.
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Q:
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Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?
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A:
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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.
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Q:
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How will the merger affect TCF equity awards?
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A:
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At the effective time:
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•
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each outstanding and unexercised option to purchase TCF common stock under TCF’s stock plans (each, a “TCF stock option”) will, automatically, be assumed and converted into an option (an “adjusted stock option”) to purchase, on the same terms and conditions as were applicable under such TCF stock option immediately prior to the effective time (including vesting terms), the number of shares of Huntington common stock (rounded down to the nearest whole number of shares of Huntington common stock) equal to the product of (a) the number of shares of TCF common stock subject to such TCF stock option immediately prior to the effective time, multiplied by (b) the
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•
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each award in respect of a share of TCF common stock subject to vesting, repurchase or other lapse restriction granted under a TCF stock plan that is outstanding immediately prior to the effective time (a “TCF restricted stock award”) will (a) if granted to a non-employee member of the TCF board of directors, fully vest and be cancelled and converted automatically into the right to receive (without interest) the merger consideration in respect of each share of TCF common stock subject to such TCF restricted stock award immediately prior to the effective time, which will be delivered as soon as reasonably practicable following the closing date of the merger and in no event later than ten (10) business days following the closing date of the merger (or on such later date if required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) and (b) if not granted to an individual described in clause (a), be assumed and converted into a restricted stock award of shares of Huntington common stock subject to vesting, repurchase or other lapse restriction with the same terms and conditions as were applicable under such TCF restricted stock award immediately prior to the effective time (including vesting terms), and relating to the number of shares of Huntington common stock equal to the product of (A) the number of shares of TCF common stock subject to such TCF restricted stock award immediately prior to the effective time, multiplied by (B) the exchange ratio, with any fractional shares rounded to the nearest whole share of Huntington common stock;
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•
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each restricted stock unit award in respect of shares of TCF common stock granted under a TCF stock plan that is outstanding immediately prior to the Effective Time (a “TCF restricted stock unit award”) will be assumed and converted into a restricted stock unit award (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 closing of the merger as reasonably determined by the compensation committee of the TCF board of directors in the ordinary course consistent with past practice) in respect of Huntington common stock (an “adjusted restricted stock unit award”) with the same terms and conditions as were applicable under such TCF restricted stock unit award immediately prior to the effective time (including vesting terms) and relating to the number of shares of Huntington common stock equal to the product of (a) the number of shares of TCF common stock subject to such TCF restricted stock unit award immediately prior to the effective time, multiplied by (b) the exchange ratio, with any fractional shares rounded to the nearest whole share of Huntington common stock; provided that each such adjusted restricted stock unit award will be subject to service-based vesting only and will no longer be subject to any performance conditions;
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•
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each award in respect of a deferred share of TCF common stock granted under a TCF stock plan that is outstanding immediately prior to the effective time (a “TCF deferred stock award”) will be assumed and converted automatically into a deferred stock award of shares of Huntington common stock subject to the same terms and conditions as were applicable under such TCF deferred stock award immediately prior to the effective time, and relating to the number of shares of Huntington common stock equal to the product of (a) the number of shares of TCF common stock subject to such TCF deferred stock award immediately prior to the effective time, multiplied by (b) the exchange ratio, with any fractional shares rounded to the nearest whole share of Huntington common stock; and
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•
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each TCF restricted stock award converted into the right to receive the merger consideration that would have otherwise been entitled to receive a fraction of a share of Huntington common stock (after aggregating all shares to be delivered in respect of all TCF equity awards held by such holder) will receive, in lieu thereof and upon surrender thereof, a cash payment (rounded to the nearest cent) (without interest) in an amount equal to such fractional part of a share of Huntington common stock (rounded to the nearest thousandth when expressed in decimal form) multiplied by the Huntington share closing price.
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Q:
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What if I own TCF series C preferred stock?
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A:
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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.
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Q:
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What if I own TCF depositary shares?
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A:
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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.
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Q:
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How does the Huntington board of directors recommend that I vote at the Huntington special meeting?
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A:
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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.
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Q:
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How does the TCF board of directors recommend that I vote at the TCF special meeting?
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A:
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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.
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Q:
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Who is entitled to vote at the Huntington special meeting?
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A:
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The record date for the Huntington special meeting is February 11, 2021. All holders of Huntington common stock who held shares at the close of business on the record date for the Huntington special meeting are entitled to receive notice of, and to vote at, the Huntington special meeting.
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Q:
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Who is entitled to vote at the TCF special meeting?
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A:
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The record date for the TCF special meeting is February 11, 2021. All holders of TCF common stock who held shares at the close of business on the record date for the TCF special meeting are entitled to receive notice of, and to vote at, the TCF special meeting.
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Q:
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What constitutes a quorum for the Huntington special meeting?
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A:
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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.
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Q:
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What constitutes a quorum for the TCF special meeting?
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A:
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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.
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Q:
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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?
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A:
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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. If your shares of Huntington common stock are held in street name, you must register by submitting proof of such legal proxy along with your name and email address to legalproxy@computershare.com or Computershare, Huntington Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001, no later than March 22, 2021 at 5:00 p.m., Eastern Time, to vote at the Huntington special meeting via the Huntington special meeting. If your shares of TCF common stock are held in street name, please instruct your bank, broker, trustee or other nominee on how to vote your shares using the voting instructions furnished by your bank, broker, trustee or other nominee as soon as possible. Further, brokers who hold shares of Huntington common stock or TCF common stock may not give a proxy to Huntington or TCF to vote those shares on any of the Huntington proposals or any of the TCF proposals without specific instructions from their customers.
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Q:
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What vote is required for the approval of each proposal at the Huntington special meeting?
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A:
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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.
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Q:
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What vote is required for the approval of each proposal at the TCF special meeting?
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A:
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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.
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Q:
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Why am I being asked to consider and vote on the TCF compensation proposal?
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A:
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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.
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Q:
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What happens if holders of TCF common stock do not approve, by non-binding, advisory vote, the TCF compensation proposal?
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A:
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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.
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Q:
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What if I hold shares in both Huntington and TCF?
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A:
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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.
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Q:
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How can I vote my shares while in attendance at my respective virtual special meeting?
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A:
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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, please follow the instructions on your proxy card.
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Q:
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How can I vote my shares without attending my respective virtual special meeting?
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A:
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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.
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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:
|
•
|
submitting a written statement that you would like to revoke your proxy to the corporate secretary of Huntington or TCF, as applicable;
|
•
|
signing and returning a proxy card with a later date;
|
•
|
attending virtually and voting at the Huntington special meeting via the Huntington special meeting website or attending virtually and voting at the TCF special meeting via the TCF special meeting website, as applicable; or
|
•
|
voting by telephone or the Internet at a later time.
|
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 42. You also should read and carefully consider the risk factors of Huntington and TCF contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.
|
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 134.
|
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 129.
|
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 131 for a more detailed discussion of the circumstances under which a termination fee will be required to be paid.
|
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 117.
|
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 click on the “Additional Information” button on the Huntington special meeting website. If you encounter any difficulties accessing the TCF special meeting, please call the technical support number that will be posted on the TCF special meeting website.
|
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
|
December 11, 2020
|
| |
$12.93
|
| |
$34.78
|
| |
$38.83
|
February 11, 2021
|
| |
$14.31
|
| |
$42.00
|
| |
$42.97
|
•
|
TCF equity awards (with the exception of TCF restricted stock awards held by non-employee directors, as described below) will be converted into equity awards of Huntington based on the exchange ratio (with any applicable performance goals satisfied at the greater of the target and actual level of performance through the most recently completed calendar quarter prior to the effective time of the merger). In accordance with the terms and conditions applicable to such awards prior to the effective time, such converted TCF equity awards will be subject to “double-trigger” vesting upon a qualifying termination within the two-year period following a change in control (including the merger);
|
•
|
TCF restricted stock awards held by non-employee directors will vest and be converted into the right to receive the merger consideration in respect of each share of TCF common stock subject to such TCF restricted stock award immediately prior to the effective time of the merger;
|
•
|
Each current TCF executive officer is party to an employment or change-in-control agreement with TCF that provides that if such executive officer’s employment is terminated without cause by TCF, or if the executive officer terminates his or her employment for good reason, in each case within two years following the merger (or in some instances, six months prior to the merger), such executive officer’s unvested TCF equity awards will fully vest (with performance-based TCF restricted stock unit awards vesting at the level determined as of the effective time), and each TCF stock option that vests in accordance with such termination will remain outstanding until the earlier of three years following such qualifying termination and the remaining term of such TCF stock option;
|
•
|
The employment or change-in-control agreement with each current TCF executive officer provides for cash severance and certain other benefits if such executive officer is terminated within six months prior to or two years following a change in control, including the merger;
|
•
|
Each of Messrs. Provost and Torgow has entered into a letter agreement with Huntington pursuant to which each has agreed to provide advisory services to Huntington and comply with restrictive covenants in exchange for certain compensation and benefits after the effective time;
|
•
|
Mr. Klaeser is party to a consulting agreement with TCF, and he will, subject to certain conditions, be entitled to a success fee thereunder as compensation for his consulting services in connection with the merger at the effective time;
|
•
|
At the effective time of the merger, five current directors of TCF, as designated by TCF and approved by the Huntington board of directors, will be appointed to the Huntington board of directors;
|
•
|
Mr. Torgow will be appointed as Chairman of the board of directors of The Huntington National Bank at the effective time of the bank merger;
|
•
|
Certain current TCF executive officers will continue as key leaders of Huntington after the effective time and have entered into new arrangements with Huntington to set forth the terms and compensation of their post-closing service; and
|
•
|
TCF’s directors and officers are generally entitled to continued indemnification and insurance coverage under the merger agreement.
|
•
|
approval of the merger and the Huntington charter amendment by the shareholders of Huntington by the requisite Huntington vote and approval of the merger agreement by the shareholders of TCF by the requisite TCF vote;
|
•
|
the shares of Huntington common stock and new Huntington preferred stock (or depositary shares in respect thereof) issuable pursuant to the merger agreement having been authorized for listing on the NASDAQ, in each case subject to official notice of issuance;
|
•
|
the effectiveness under the Securities Act of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, and the absence of any stop order suspending the effectiveness of the registration statement or proceedings for that purpose initiated or threatened by the SEC and not withdrawn;
|
•
|
no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement being in effect, and no law, statute, rule, regulation, order, injunction or decree having been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement;
|
•
|
all requisite regulatory approvals having been obtained and remaining in full force and effect and all statutory waiting periods in respect thereof having expired, and no such requisite regulatory approval having resulted in the imposition of any materially burdensome regulatory condition (as defined in “The Merger—Regulatory Approvals”);
|
•
|
the accuracy of the representations and warranties of the other party contained in the merger agreement, generally as of the date on which the merger agreement was entered into and as of the closing date, subject to the materiality standards provided in the merger agreement, and the receipt by each party of a certificate signed on behalf of the other party by the chief executive officer or the chief financial officer to the foregoing effect;
|
•
|
the performance by the other party in all material respects of the obligations, covenants and agreements required to be performed by it under the merger agreement at or prior to the closing date, and the receipt by each party of a certificate signed on behalf of the other party by the chief executive officer or the chief financial officer to such effect; and
|
•
|
receipt by such party of an opinion of legal counsel, in form and substance reasonably satisfactory to such party, dated as of the closing date, to the effect that, on the basis of facts, representations and
|
•
|
by mutual consent of Huntington and TCF in a written instrument;
|
•
|
by either Huntington or TCF if any governmental entity that must grant a requisite regulatory approval has denied approval of the merger or the bank merger and such denial has become final and nonappealable or any governmental entity of competent jurisdiction has issued a final nonappealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the consummation of the merger or the bank merger, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements set forth in the merger agreement;
|
•
|
by either Huntington or TCF if the merger has not been completed on or before December 13, 2021 (the “termination date”), unless the failure of the closing to occur by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements set forth in the merger agreement;
|
•
|
by either Huntington or TCF (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained in the merger agreement) if there is a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or if any such representation or warranty ceases to be true) set forth in the merger agreement on the part of TCF, in the case of a termination by Huntington, or Huntington, in the case of a termination by TCF, which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the closing date, the failure of an applicable closing condition of the terminating party and which is not cured by the earlier of the termination date and forty-five (45) days following written notice to the other party or by its nature or timing cannot be cured during such period;
|
•
|
by Huntington, prior to such time as the requisite TCF vote is obtained, if TCF or the TCF board of directors (i) withholds, withdraws, modifies or qualifies in a manner adverse to Huntington the TCF board recommendation (as defined in “The Merger Agreement—Shareholder Meetings and Recommendation of Huntington’s and TCF’s Board of Directors”), (ii) fails to make the TCF board recommendation in this joint proxy statement/prospectus, (iii) adopts, approves, recommends or endorses a TCF acquisition proposal (as defined in “The Merger Agreement—Agreement Not to Solicit Other Offers”) or publicly announces an intention to adopt, approve, recommend or endorse a TCF acquisition proposal, (iv) fails to publicly and without qualification (A) recommend against any TCF acquisition proposal or (B) reaffirm the TCF board recommendation, in each case within ten (10) business days (or such fewer number of days as remains prior to the TCF special meeting) after a TCF acquisition proposal is made public or any request by Huntington to do so, or (v) materially breaches its obligations related to TCF shareholder approval or TCF acquisition proposals; or
|
•
|
by TCF, prior to such time as the requisite Huntington vote is obtained, if Huntington or the Huntington board of directors (i) withholds, withdraws, modifies or qualifies in a manner adverse to TCF the Huntington board recommendation (as defined in “The Merger Agreement—Shareholder Meetings and Recommendation of Huntington’s and TCF’s Board of Directors”), (ii) fails to make the Huntington board recommendation in this joint proxy statement/prospectus, (iii) adopts, approves, recommends or endorses a Huntington acquisition proposal (as defined in “The Merger Agreement—Agreement Not to Solicit Other Offers”) or publicly announces an intention to adopt, approve, recommend, or endorse a Huntington acquisition proposal, (iv) fails to publicly and without qualification (A) recommend against any Huntington acquisition proposal or (B) reaffirm the
|
•
|
approve the Huntington merger proposal;
|
•
|
approve the Huntington authorized share count proposal; and
|
•
|
approve the Huntington adjournment proposal.
|
•
|
approve the TCF merger proposal;
|
•
|
approve the TCF compensation proposal; and
|
•
|
approve the TCF adjournment proposal.
|
|
| |
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
|
| | < |