As filed with the Securities and Exchange Commission on February 12, 2021
Registration No. 333-252517
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Huntington Bancshares Incorporated
(Exact Name of Registrant as specified in its charter)
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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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41 South High Street
Columbus, Ohio 43287
(614) 480-8300
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Jana J. Litsey
Senior Executive Vice President and General Counsel
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
(614) 480-2265
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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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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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
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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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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.
The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY—SUBJECT TO COMPLETION—DATED FEBRUARY 12, 2021
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To the Shareholders of Huntington Bancshares Incorporated and TCF Financial Corporation
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT
On behalf of the boards of directors of Huntington Bancshares Incorporated (“Huntington”) and TCF Financial Corporation (“TCF”), we are pleased to enclose this joint proxy statement/prospectus relating to the proposed merger between Huntington and TCF. We are requesting that you take certain actions as a holder of Huntington common stock or a holder of TCF common stock.
The boards of directors of Huntington and TCF (the “Huntington board of directors” and the “TCF board of directors,” respectively) have each unanimously approved an agreement to merge our two companies. Pursuant to 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”), TCF will merge 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).
The proposed merger will bring together two purpose-driven organizations with a deep commitment to the customers and communities they serve. With a history of caring for customers and colleagues, the new organization will have a top 5 rank in approximately 70% of its deposit markets in Illinois, Indiana, Michigan, Minnesota, Ohio, Wisconsin, West Virginia, Denver and Pittsburgh (excluding all deposits above $0.5 billion at any branch), and will leverage its scale to serve customer needs through a distinctive, “People-First, Digitally-Powered” customer experience. The combined company, as of September 30, 2020, would have had approximately $168 billion in assets, $117 billion in loans, and $134 billion in deposits. We believe that the merger will provide the opportunity for deeper investments in our communities and a better experience for our customers. We anticipate that the combined company will be a top regional bank, with the scale to compete and the passion to serve. We believe that the merger will be a great benefit to all of our stakeholders and will drive significant opportunities for our team members.
In the merger, holders of TCF common stock will receive 3.0028 shares (the “exchange ratio” and such shares, the “merger consideration”) of Huntington common stock for each share of TCF common stock they own. Holders of Huntington common stock will continue to own their existing shares of Huntington common stock. Based on the closing price of Huntington common stock on the Nasdaq Global Select Market (the “NASDAQ”) on December 11, 2020, the last trading day before public announcement of the merger, the exchange ratio represented approximately $38.83 in value for each share of TCF common stock. Based on the closing price of Huntington common stock on the NASDAQ on February 11, 2021, the last practicable trading day before the date of this joint proxy statement/prospectus, of $14.31, the exchange ratio represented approximately $42.97 in value for each share of TCF common stock. The value of the Huntington common stock at the time of completion of the merger could be greater than, less than or the same as the value of Huntington common stock on the date of this joint proxy statement/prospectus. We urge you to obtain current market quotations of Huntington common stock (trading symbol “HBAN”) and TCF common stock (trading symbol “TCF”).
In addition, each share of TCF series C preferred stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one (1) share of a newly issued series of Huntington preferred stock having the terms set forth in the merger agreement (“new Huntington preferred stock”). Likewise, following the completion of 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. The TCF depositary shares representing a 1/1000th interest in a share of TCF series C preferred stock are currently listed on the NASDAQ under the symbol “TCFCP.” The new Huntington depositary shares representing a 1/1000th interest in a share of new Huntington preferred stock are expected to be listed on the NASDAQ upon completion of the merger.
The merger is intended to qualify as a “reorganization” for U.S. federal income tax purposes. Accordingly, U.S. holders (as defined in “Material U.S. Federal Income Tax Consequences of the Merger”) of TCF common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of TCF common stock for Huntington common stock in the merger, except with respect to any cash received instead of fractional shares of common stock of the combined company. For more information regarding the tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.”
Based on the number of shares of TCF common stock outstanding as of February 11, 2021, Huntington expects to issue approximately 458 million shares of Huntington common stock to holders of TCF common stock in the aggregate in the merger. Based on the number of shares of TCF common stock outstanding as of February 11, 2021 and the number of shares of Huntington common stock outstanding as of February 11, 2021, we estimate that, following the completion of the merger, former holders of TCF common stock will own approximately thirty-one percent (31%) of the combined company and former holders of Huntington common stock will own approximately sixty-nine percent (69%) of the combined company.
The special meeting of holders of TCF common stock will be held virtually on March 25, 2021 at www.virtualshareholdermeeting.com/TCF2021SGM, at 3:30 p.m., Eastern Time. The special meeting of holders of Huntington common stock will be held virtually on March 25, 2021 at www.meetingcenter.io/207906613, at 3:30 p.m., Eastern Time. At our respective special meetings, in addition to other business, we will each ask our holders of common stock to approve the merger. Information about these meetings and the merger is contained in this joint proxy statement/prospectus. In particular, see “Risk Factors” beginning on page 42. We urge you to read this joint proxy statement/prospectus carefully and in its entirety.
Holders of TCF series C preferred stock and holders of depositary shares representing TCF series C preferred stock are not entitled to, and are not requested to, vote at the TCF special meeting. Holders of Huntington preferred stock and holders of depositary shares representing Huntington preferred stock are not entitled to, and are not requested to, vote at the Huntington special meeting. Whether or not you plan to attend your company’s respective virtual special meeting, please vote as soon as possible to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank, trustee or other nominee, please follow the instructions provided to you by such record holder. If you do not vote, it will have the same effect as voting “AGAINST” the merger.
Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations.
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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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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.
The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Huntington or TCF, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
This joint proxy statement/prospectus is dated February [ ], 2021, and is first being mailed to holders of Huntington common stock and holders of TCF common stock on or about February [ ], 2021.
ADDITIONAL INFORMATION
This joint proxy statement/prospectus incorporates important business and financial information about Huntington and TCF from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing or by telephone at the appropriate address below:
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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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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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You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of Huntington common stock requesting documents must do so by March 18, 2021 in order to receive them before the Huntington special meeting, and holders of TCF common stock requesting documents must do so by March 18, 2021 in order to receive them before the TCF special meeting.
No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated February [ ], 2021, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this joint proxy statement/prospectus to holders of Huntington common stock or holders of TCF common stock nor the issuance by Huntington of shares of Huntington common stock in connection with the merger will create any implication to the contrary.
This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding TCF has been provided by TCF and information contained in, or incorporated by reference into, this document regarding Huntington has been provided by Huntington.
See the section entitled “Where You Can Find More Information” beginning on page 178 of this joint proxy statement/prospectus for further information.
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Notice of Virtual Special Meeting of Shareholders
To the Shareholders of Huntington Bancshares Incorporated:
On December 13, 2020, Huntington Bancshares Incorporated (“Huntington”) and TCF Financial Corporation (“TCF”) entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.
NOTICE IS HEREBY GIVEN that a special meeting of holders of Huntington common stock (the “Huntington special meeting”) will be held virtually, solely by means of remote communication, on March 25, 2021 at 3:30 p.m., Eastern Time. In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of Huntington’s shareholders and the community, the Huntington special meeting will be held in a virtual-only format conducted via live audio webcast. You will be able to attend the special meeting by visiting www.meetingcenter.io/207906613 (which we refer to as the “Huntington special meeting website”).
If you are a holder of record, you will be able to attend the Huntington special meeting online, ask a question and vote by visiting the Huntington special meeting website and following the instructions on your proxy card. If you hold your shares of Huntington common stock in “street name” and want to attend the Huntington special meeting online by webcast (with the ability to ask a question and/or vote, if you choose to do so), you must first register by obtaining a signed legal proxy from your bank, broker, trustee or other nominee giving you the right to vote the shares and 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. You will receive a confirmation of your registration by email with instructions for accessing the Huntington special meeting website.
The password for the Huntington special meeting, if requested, is HBAN2021. We are pleased to notify you of and invite you to the Huntington special meeting.
At the Huntington special meeting, you will be asked to consider and vote on the following matters:
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Proposal to approve the merger (the “Huntington merger proposal”).
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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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Pursuant to the Maryland General Corporation Law (the “MGCL”) and Huntington's bylaws, only the matters set forth in this Notice of Virtual Special Meeting of Shareholders may be brought before the Huntington special meeting.
The Huntington board of directors has fixed the close of business on February 11, 2021 as the record date for the Huntington special meeting. Only holders of record of Huntington common stock as of the close of business on the record date for the Huntington special meeting are entitled to notice of, and to vote at, the Huntington special meeting or any adjournment or postponement thereof.
The Huntington board of directors unanimously recommends that holders of Huntington common stock vote “FOR” the Huntington merger proposal, “FOR” the Huntington authorized share count proposal and “FOR” the Huntington adjournment proposal.
If you have any questions or need assistance with voting, please contact our 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 has determined that holders of Huntington common stock are not entitled to appraisal or dissenters’ rights with respect to the proposed merger under the MGCL.
Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of Huntington common stock approve the Huntington merger proposal and the Huntington authorized share count proposal. Each of the Huntington merger proposal and the Huntington authorized share count proposal must be approved by the affirmative vote of two-thirds of all the votes entitled to be cast by the holders of outstanding shares of Huntington common stock.
Each copy of the joint proxy statement/prospectus mailed to holders of Huntington common stock is accompanied by a form of proxy card with instructions for voting. The joint proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Huntington special meeting. Please carefully review the joint proxy statement/prospectus, including the annexes thereto and the documents incorporated by reference therein.
Whether or not you plan to attend the Huntington special meeting virtually, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions provided by such bank, broker, trustee or other nominee.
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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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TCF Financial Corporation
333 W. Fort Street
Suite 1800
Detroit, Michigan 48226
Notice of Virtual Special Meeting of Shareholders
To the Shareholders of TCF Financial Corporation:
On December 13, 2020, TCF Financial Corporation (“TCF”) and Huntington Bancshares Incorporated entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.
NOTICE IS HEREBY GIVEN that a special meeting of holders of TCF common stock (the “TCF special meeting”) will be held virtually on March 25, 2021 at 3:30 p.m., Eastern Time. In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of TCF’s shareholders and the community, the TCF special meeting will be held in a virtual-only format conducted via live audio webcast. You will be able to attend the special meeting by visiting www.virtualshareholdermeeting.com/TCF2021SGM (which we refer to as the “TCF special meeting website”) and inserting the control number included in your proxy card or voting instruction form provided by your bank, broker, trustee, nominee or other holder of record if you hold your shares of TCF common stock in “street name.” You will be able to vote your shares electronically over the Internet and submit questions online during the meeting by logging in to the website listed above and using the control number. We are pleased to notify you of and invite you to the TCF special meeting.
At the TCF special meeting, you will be asked to vote on the following matters:
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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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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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The TCF board of directors has fixed the close of business on February 11, 2021 as the record date for the TCF special meeting. Only holders of record of TCF common stock as of the close of business on the record date for the TCF special meeting are entitled to notice of, and to vote at, the TCF special meeting or any adjournment or postponement thereof.
The TCF board of directors unanimously recommends that holders of TCF common stock vote “FOR” the TCF merger proposal, “FOR” the TCF compensation proposal and “FOR” the TCF adjournment proposal.
If you have any questions or need assistance with voting, please contact our proxy solicitor, D.F. King & Co., Inc., by calling toll-free at (800) 207-3159.
TCF has determined that holders of TCF common stock are not entitled to appraisal or dissenters’ rights with respect to the proposed merger under Section 450.1762 of the Michigan Business Corporation Act (the “MBCA”).
Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of TCF common stock approve the TCF merger proposal. The affirmative vote of a majority of the issued and outstanding shares of TCF common stock entitled to vote thereon is required to approve the TCF
merger proposal. Assuming a quorum is present, approval of each of the TCF compensation proposal and the TCF adjournment proposal requires the affirmative vote of a majority of the votes cast on each such proposal at the TCF special meeting.
Each copy of the joint proxy statement/prospectus mailed to holders of TCF common stock is accompanied by a form of proxy card with instructions for voting. The joint proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the TCF special meeting. Please carefully review the joint proxy statement/prospectus, including the annexes thereto and the documents incorporated by reference therein.
Whether or not you plan to attend the TCF special meeting virtually, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.
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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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February [ ], 2021
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The following are some questions that you may have about the merger and the Huntington special meeting or the TCF special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the Huntington special meeting or the TCF special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 178.
In this joint proxy statement/prospectus, unless the context otherwise requires:
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“Huntington” refers to Huntington Bancshares Incorporated;
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“Huntington common stock” refers to the common stock, par value $0.01 per share, of Huntington;
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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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“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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“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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“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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“TCF” refers to TCF Financial Corporation;
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“TCF common stock” refers to the common stock, par value $1.00 per share, of TCF;
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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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“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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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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To complete the merger, among other things:
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holders of Huntington common stock must approve the merger (the “Huntington merger proposal”); and
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holders of TCF common stock must approve the merger agreement (the “TCF merger proposal”).
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Huntington is holding a virtual special meeting of holders of Huntington common stock (the “Huntington special meeting”), to obtain approval of the Huntington merger proposal. Holders of Huntington common stock will also be asked (1) to approve an amendment to Huntington’s 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”) and (2) to approve the 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 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 (the “Huntington adjournment proposal”). A copy of the Huntington charter amendment is attached as Annex B to this joint proxy statement/prospectus and is incorporated by reference herein.
Holders of Huntington common stock and holders of Huntington preferred stock are not entitled to appraisal or dissenters’ rights.
TCF is holding a virtual special meeting of holders of TCF common stock (the “TCF special meeting”) to obtain approval of the TCF merger proposal. Holders of TCF common stock will also be asked (1) to approve, 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 (the “TCF compensation proposal”) and (2) to approve the 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 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 (the “TCF adjournment proposal”).
Holders of TCF series C preferred stock are not entitled to, and are not requested to, vote at the TCF special meeting. Holders of TCF common stock and holders of TCF series C preferred stock are not entitled to appraisal or dissenters’ rights.
This document is also a prospectus that is being delivered to holders of TCF common stock because, in connection with the merger, Huntington is offering shares of Huntington common stock to holders of TCF common stock. Huntington is also issuing shares of new Huntington preferred stock to holders of TCF series C preferred stock. Each share of TCF series C preferred stock will be automatically converted into the right to receive one (1) share of new Huntington preferred stock at the effective time of the merger. Following the completion of the merger, each outstanding TCF depositary share will be automatically converted into a Huntington depositary share.
This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the Huntington and TCF special meetings. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.
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What will happen in the merger?
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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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stock and Huntington preferred stock. See the information provided in the section entitled “The Merger Agreement—Structure of the Merger” beginning on page 114 and the merger agreement for more information about the merger.
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When and where will each of the special meetings take place?
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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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Even if you plan to attend your respective company’s virtual special meeting, Huntington and TCF recommend that you vote your shares in advance so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting. See “How can I vote my shares without attending my respective virtual special meeting?” below. If you hold your shares of Huntington common stock in “street name” and want to attend the Huntington special meeting online by webcast (with the ability to ask a question and/or vote, if you choose to do so), you must first register by obtaining a signed legal proxy from your bank, broker, trustee or other nominee giving you the right to vote the shares and 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. If you hold your shares of TCF common stock in “street name” and want to attend the TCF special meeting virtually via the TCF special meeting website (with the ability to ask a question and/or vote, if you choose to do so), you must have your specific 16-digit control number, which is included on your proxy card or the voting instruction form from your bank, broker, trustee or other nominee. Please contact your bank, broker, trustee or other nominee to obtain further instructions.
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What matters will be considered at each of the special meetings?
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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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Huntington Proposal 1: The Huntington merger proposal. Approval of the merger;
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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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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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Pursuant to the MGCL and Huntington's bylaws, only the matters set forth in the Notice of Virtual Special Meeting of Shareholders may be brought before the Huntington special meeting.
At the TCF special meeting, holders of TCF common stock will be asked to consider and vote on the following proposals:
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TCF Proposal 1: The TCF merger proposal. Approval of the merger agreement;
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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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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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In order to complete the merger, among other things, holders of Huntington common stock must approve the Huntington merger proposal and the Huntington authorized share count proposal, and holders of TCF common stock must approve the TCF merger proposal. None of the approvals of the Huntington adjournment proposal, the TCF compensation proposal or the TCF adjournment proposal are conditions to the obligations of Huntington or TCF to complete the merger.
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What will holders of TCF common stock receive in the merger?
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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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What will holders of TCF depositary shares receive in the merger?
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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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What will holders of Huntington common stock receive in the merger?
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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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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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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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How will the merger affect TCF equity awards?
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At the effective time:
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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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exchange ratio, which adjusted stock option will have an exercise price per share of Huntington common stock equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per share of TCF common stock subject to such TCF stock option immediately prior to the effective time, by (2) the exchange ratio;
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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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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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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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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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What if I own TCF series C preferred stock?
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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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In the merger, each share of TCF series C preferred stock issued and outstanding immediately prior to the effective time will automatically be converted at the effective time into the right to receive one (1) share of new Huntington preferred stock. For more information, see the sections entitled “The Merger—Treatment of TCF Series C Preferred Stock and TCF Depositary Shares” and “Description of New Huntington Preferred Stock” beginning on pages 112 and 151, respectively.
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What if I own TCF depositary shares?
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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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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, which will have the terms of the new Huntington preferred stock.
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How does the Huntington board of directors recommend that I vote at the Huntington special meeting?
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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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How does the TCF board of directors recommend that I vote at the TCF special meeting?
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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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In considering the recommendations of the TCF board of directors, holders of TCF common stock should be aware that TCF directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of holders of TCF common stock generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger—Interests of TCF’s Directors and Executive Officers in the Merger” beginning on page 99.
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Who is entitled to vote at the Huntington special meeting?
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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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Each holder of Huntington common stock is entitled to cast one (1) vote on each matter properly brought before the Huntington special meeting for each share of Huntington common stock that such holder owned of record as of the record date. As of the close of business on the record date for the Huntington special meeting, there were 1,017,245,480 outstanding shares of Huntington common stock. Attendance at the virtual Huntington special meeting via the Huntington special meeting website is not required to vote. See below and the section entitled “The Huntington Special Meeting—Proxies” beginning on page 51 for instructions on how to vote your shares without attending the Huntington special meeting.
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Who is entitled to vote at the TCF special meeting?
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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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Each holder of TCF common stock is entitled to cast one (1) vote on each matter properly brought before the TCF special meeting for each share of TCF common stock that such holder owned of record as of the record date. As of the close of business on the record date for the TCF special meeting, there were 152,584,177 outstanding shares of TCF common stock. Attendance at the virtual TCF special meeting via the TCF special meeting website is not required to vote. See below and the section entitled “The TCF Special Meeting—Proxies” beginning on page 58 for instructions on how to vote your shares without attending the TCF special meeting.
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What constitutes a quorum for the Huntington special meeting?
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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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What constitutes a quorum for the TCF special meeting?
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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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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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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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What vote is required for the approval of each proposal at the Huntington special meeting?
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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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Huntington Proposal 2: Huntington authorized share count proposal. Approval of the Huntington charter amendment to increase the number of authorized shares of Huntington common stock 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 (together with the vote required for the approval of the Huntington merger proposal, the “requisite Huntington vote”). 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 authorized share count proposal.
Huntington Proposal 3: Huntington adjournment proposal. Approval of the Huntington adjournment proposal requires the vote of a majority of the votes cast on the Huntington adjournment proposal by the holders of Huntington common stock entitled to vote. Accordingly, an abstention or a broker non-vote or other failure to vote or be present virtually or by proxy will have no effect on the outcome of the Huntington adjournment proposal.
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What vote is required for the approval of each proposal at the TCF special meeting?
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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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TCF Proposal 2: TCF compensation proposal. Approval of the TCF compensation proposal requires the majority of the votes cast by the holders of TCF common stock entitled to vote. Accordingly, an abstention or a broker non-vote or other failure to vote or be present virtually or by proxy will have no effect on the outcome of the TCF compensation proposal.
TCF Proposal 3: TCF adjournment proposal. Approval of the TCF adjournment proposal requires the majority of the votes cast by the holders of TCF common stock entitled to vote. Accordingly, an abstention or a broker non-vote or other failure to vote or be present virtually or by proxy will have no effect on the outcome of the TCF adjournment proposal.
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Why am I being asked to consider and vote on the TCF compensation proposal?
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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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What happens if holders of TCF common stock do not approve, by non-binding, advisory vote, the TCF compensation proposal?
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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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What if I hold shares in both Huntington and TCF?
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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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How can I vote my shares while in attendance at my respective virtual special meeting?
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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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Shares in “street name.” 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 website. If your shares of TCF common stock are held in street name and you wish to vote your shares at the TCF special meeting via the TCF special meeting website, you must have your specific 16-digit control number, which is included on your proxy card or the voting instruction form from your bank, broker, trustee or other nominee. Please contact your bank, broker, trustee or other nominee to obtain further instructions.
Even if you plan to attend the Huntington special meeting or the TCF special meeting virtually, as applicable, Huntington and TCF recommend that you vote your shares in advance so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting. See “How can I vote my share without attending my respective virtual special meeting?” below.
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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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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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If you are a record holder of Huntington common stock or TCF common stock, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. 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.
If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m., Eastern Time, on the day before your respective company’s special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to your respective company’s special meeting.
Additional information on voting procedures can be found under the section entitled “The Huntington Special Meeting” on page 49 and under the section entitled “The TCF Special Meeting” on page 56.
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What do I need to do now?
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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.
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Why is my vote important?
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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.
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The merger must be approved by 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 and the merger agreement must be approved by 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 Huntington authorized share count proposal must be approved by 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. The Huntington board of directors and the TCF board of directors unanimously recommend that you vote “FOR” the Huntington merger proposal and the TCF merger proposal, respectively, and “FOR” the other proposals to be considered at the Huntington special meeting and the TCF special meeting, respectively, including the Huntington authorized share count proposal.
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Q:
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Can I revoke my proxy or change my vote?
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Yes. You can change your vote at any time before your proxy is voted at your meeting. You can do this by:
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submitting a written statement that you would like to revoke your proxy to the corporate secretary of Huntington or TCF, as applicable;
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signing and returning a proxy card with a later date;
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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
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voting by telephone or the Internet at a later time.
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If your shares are held by a broker, bank, trustee or other nominee, you should contact your broker, bank, trustee or other nominee to change your vote.
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Q:
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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?
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A:
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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”).
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Q:
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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?
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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”).
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Q:
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Are holders of Huntington common stock entitled to appraisal or dissenters’ rights?
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No. Holders of Huntington common stock are not entitled to appraisal or dissenters’ rights under the MGCL.
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For more information, see the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 112.
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Are holders of TCF common stock entitled to appraisal or dissenters’ rights?
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No. Holders of TCF common stock are not entitled to appraisal or dissenters’ rights under the Michigan Business Corporation Act (the “MBCA”).
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For more information, see the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 112.
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Q:
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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?
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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.
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Q:
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What are the material U.S. federal income tax consequences of the merger to holders of TCF common stock?
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A:
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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.
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When is the merger expected to be completed?
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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.
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What are the conditions to completion of the merger?
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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.
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What happens if the merger is not completed?
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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.
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Should I send in my stock certificates now?
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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.
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What should I do if I receive more than one set of voting materials for the same special meeting?
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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.
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Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Huntington common stock or TCF common stock are voted.
Shares in “street name.” For shares held in “street name” through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank, broker, trustee or other nominee to vote your shares.
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What should I do if I have technical difficulties or trouble accessing the Huntington special meeting website or the TCF special meeting website?
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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.
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Who can help answer my questions?
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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.
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TCF 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 TCF Investor Relations at (866) 258-1807 or TCF’s proxy solicitor, D.F. King & Co., Inc., toll-free at (800) 207-3159.
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This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the special meetings. In addition, we incorporate by reference important business and financial information about Huntington and TCF into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 178 of this joint proxy statement/prospectus.
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
(614) 480-2265
Huntington is a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio, with a network of 839 full-service branches, including 11 Private Client Group offices, and 1,330 ATMs across seven Midwestern states. Founded in 1866, The Huntington National Bank is Huntington’s only bank subsidiary. The Huntington National Bank and its affiliates provide consumer, small business, commercial, treasury management, wealth management, brokerage, trust, and insurance services. Huntington also provides vehicle finance, equipment finance, national settlement, and capital market services that extend beyond its core states. As of September 30, 2020, Huntington had consolidated total assets of approximately $120.1 billion, total loans and leases of approximately $80.5 billion, total deposits of approximately $95.1 billion and total stockholders’ equity of approximately $12.9 billion.
Huntington’s common stock is traded on the NASDAQ under the symbol “HBAN.”
Huntington’s principal office is located at 41 South High Street, Columbus, Ohio 43287, and its telephone number at that location is (614) 480-2265.
TCF Financial Corporation
333 W. Fort Street
Suite 1800
Detroit, Michigan 48226
TCF is a financial holding company incorporated under Michigan law in 1973 and headquartered in Detroit, Michigan. TCF, formerly known as Chemical Financial Corporation, completed a merger of equals with TCF Financial Corporation, a Delaware corporation (“legacy TCF”) on August 1, 2019. As of September 30, 2020, TCF had total assets of $47.6 billion, and was the 31st largest publicly traded bank holding company in the United States based on total assets at September 30, 2020.
Through its wholly-owned bank subsidiary, TCF National Bank, a national banking association with its main office in Sioux Falls, South Dakota, TCF provides a full range of consumer-facing and commercial services, including consumer and commercial banking, trust and wealth management, and specialty leasing and lending products and services to consumers, small businesses and commercial customers. TCF National Bank operates banking centers primarily located in Michigan, Illinois and Minnesota with additional locations in Colorado, Ohio, South Dakota and Wisconsin. TCF also conducts business across all 50 states and Canada through its specialty lending and leasing businesses.
TCF’s common stock is traded on the NASDAQ under the symbol “TCF.”
TCF’s principal office is located at 333 W. Fort Street, Suite 1800, Detroit, Michigan 48226, and its telephone number at that location is (866) 258-1807.
The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.
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Subject to the terms and conditions of the merger agreement, at the completion of the merger, TCF will merge with and into Huntington, with Huntington as the surviving corporation. Following the completion of the merger, TCF National Bank, a wholly owned bank subsidiary of TCF, will merge with and into The Huntington National Bank, a wholly owned bank subsidiary of Huntington, with The Huntington National Bank as the surviving bank. Following the merger, TCF common stock and TCF depositary shares representing a 1/1000th ownership interest in a share of the TCF series C preferred stock will be delisted from the NASDAQ and deregistered under the Exchange Act and will cease to be publicly traded.
Merger Consideration (page 115)
In the merger, holders of TCF common stock will receive 3.0028 shares of Huntington common stock for each share of TCF common stock they hold immediately prior to the effective time. Huntington will not issue any fractional shares of Huntington common stock in the merger. Holders of Huntington common stock who would otherwise be entitled to a fraction of a share of Huntington common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the Huntington share closing price.
Huntington common stock is listed on the NASDAQ under the symbol “HBAN,” and TCF common stock is listed on the NASDAQ under the symbol “TCF.” The following table shows the closing sale prices of Huntington common stock and TCF common stock as reported on the NASDAQ on December 11, 2020, the last full trading day before the public announcement of the merger agreement, and on February 11, 2021, the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of TCF common stock, which was calculated by multiplying the closing price of Huntington common stock on those dates by the exchange ratio of 3.0028.
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Huntington
Common Stock
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TCF
Common Stock
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Implied Value of
One Share of
TCF Common Stock
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December 11, 2020
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$12.93
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$34.78
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$38.83
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February 11, 2021
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$14.31
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$42.00
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$42.97
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For more information on the exchange ratio, see the section entitled “The Merger—Terms of the Merger” beginning on page 65 and the section entitled “The Merger Agreement—Merger Consideration” beginning on page 115.
Treatment of TCF Series C Preferred Stock and TCF Depositary Shares (page 112)
In the merger, each share of TCF series C preferred stock issued and outstanding immediately prior to the effective time will automatically be converted into the right to receive one (1) share of new Huntington preferred stock. Each outstanding share of TCF series C preferred stock is presently represented by TCF depositary shares that represent a 1/1000th interest in a share of the TCF series C preferred stock. Upon completion of the merger, Huntington will assume the obligations of TCF under the applicable deposit agreement. Each TCF depositary share will then become a Huntington depositary share. The TCF depositary shares representing the 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.
For further information, see the section entitled “The Merger—Treatment of TCF Series C Preferred Stock and TCF Depositary Shares” beginning on page 112 and the section entitled “Description of New Huntington Preferred Stock” beginning on page 151.
Treatment of TCF Equity Awards (page 116)
TCF Stock Options
At the effective time, each option granted by TCF to purchase shares of TCF common stock that is outstanding and unexercised immediately prior to the effective time will be assumed and converted based on the exchange ratio into an option to purchase shares of Huntington common stock, on the same terms and conditions as were applicable under such TCF stock option immediately prior to the effective time (including vesting terms).
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TCF Restricted Stock Awards
At the effective time, each share of TCF common stock subject to vesting, repurchase or other lapse restriction that is outstanding immediately prior to the effective time will (i) if granted to a non-employee member of the TCF board of directors, fully vest and be cancelled and converted into the right to receive (without interest) the merger consideration and (ii) if not granted to a non-employee member of the TCF board of directors, be assumed and converted based on the exchange ratio into a Huntington restricted stock award with the same terms and conditions as were applicable under such TCF restricted stock award immediately prior to the effective time (including vesting terms).
TCF Restricted Stock Unit Awards
At the effective time, each TCF restricted stock unit award that is outstanding immediately prior to the effective time will be assumed and converted based on the exchange ratio into a Huntington 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 as reasonably determined by the compensation committee of the TCF board of directors in the ordinary course consistent with past practice) 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); provided that each such Huntington restricted stock unit award will be subject to service-based vesting only and will no longer be subject to any performance conditions.
TCF Deferred Stock Awards
At the effective time, each award in respect of a deferred share of TCF common stock that is outstanding immediately prior to the effective time will be assumed and converted based on the exchange ratio into a Huntington deferred stock award subject to the same terms and conditions as were applicable under such TCF deferred stock award immediately prior to the effective time.
Material U.S. Federal Income Tax Consequences of the Merger (page 134)
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.
Huntington’s Reasons for the Merger; Recommendation of Huntington’s Board of Directors (page 83)
The Huntington board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of Huntington and its shareholders and has unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Huntington board of directors unanimously recommends that holders of Huntington common stock vote “FOR” the approval of the merger and “FOR” the other proposals presented at the Huntington special meeting. For a more detailed discussion of the Huntington board of directors’ recommendation, see the section entitled “The Merger—Huntington’s Reasons for the Merger; Recommendation of Huntington’s Board of Directors” beginning on page 83.
TCF’s Reasons for the Merger; Recommendation of TCF’s Board of Directors (page 69)
The TCF board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of TCF and its shareholders and unanimously adopted the merger agreement and approved the merger and the other transactions contemplated by the merger agreement. The TCF board of directors unanimously recommends that holders of
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TCF common stock vote “FOR” the approval of the merger agreement and “FOR” the other proposals presented at the TCF special meeting. For a more detailed discussion of the TCF board of directors’ recommendation, see the section entitled “The Merger—TCF’s Reasons for the Merger; Recommendation of TCF’s Board of Directors” beginning on page 69.
Opinion of Huntington’s Financial Advisor (page 86)
At a meeting of the Huntington board of directors, Goldman Sachs & Co. LLC (“Goldman Sachs”) rendered to the Huntington board of directors its oral opinion, 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.
The full text of the written opinion of Goldman Sachs, dated December 13, 2020, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with Goldman Sachs’ opinion, is attached to this joint proxy statement/prospectus as Annex C. The summary of Goldman Sachs’ opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the Huntington board of directors in connection with its consideration of the proposed merger and the opinion does not constitute a recommendation as to how any holder of shares of Huntington common stock should vote with respect to the proposed merger or any other matter.
For more information, see “The Merger—Opinion of Huntington’s Financial Advisor,” beginning on page 86 and Annex C.
Opinion of TCF’s Financial Advisor (page 72)
In connection with the merger, TCF’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated December 13, 2020, to the TCF board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to holders of TCF common stock of the exchange ratio in the proposed merger.
The full text of the opinion, which describes the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex D to this joint proxy statement/prospectus. The summary of the KBW opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion.
The opinion was for the information of, and was directed to, the TCF board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of TCF to engage in the merger or enter into the merger agreement or constitute a recommendation to the TCF board of directors in connection with the merger, and it does not constitute a recommendation to any holder of TCF common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter.
For more information, see “The Merger—Opinion of TCF’s Financial Advisor,&##8221; beginning on page 72 and Annex D.
Appraisal or Dissenters’ Rights in the Merger (page 112)
Holders of Huntington common stock are not entitled to appraisal or dissenters’ rights under the MGCL and holders of TCF common stock are not entitled to appraisal or dissenters’ rights under the MBCA. For more information, see the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 112.
Interests of TCF’s Directors and Executive Officers in the Merger (page 99)
In considering the recommendation of the TCF board of directors with respect to the merger, TCF shareholders should be aware that certain of TCF’s directors and executive officers have interests in the merger, including financial interests, that may be different from, or in addition to, the interests of the other shareholders
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of TCF generally. The TCF board of directors was aware of and considered these interests during its deliberations on the merits of the merger and in determining to recommend to TCF shareholders that they vote for the TCF merger proposal and thereby approve the transactions contemplated by the merger agreement, including the merger.
These interests include, among others:
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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);
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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;
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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;
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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;
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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;
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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;
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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;
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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;
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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
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TCF’s directors and officers are generally entitled to continued indemnification and insurance coverage under the merger agreement.
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For a more complete description of these interests, see “The Merger—Interests of TCF’s Directors and Executive Officers in the Merger” beginning on page 99.
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Governance of the Combined Company After the Merger (page 109)
Charter Amendment
In connection with the merger, Huntington’s charter will be amended 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. A copy of the Huntington charter amendment is attached to this joint proxy statement/prospectus as Annex B.
At the effective time, the charter of Huntington, as in effect immediately prior to the effective time, as amended as described above, will be the charter of the combined company until thereafter amended in accordance with applicable law.
Bylaws
At the effective time, the bylaws of Huntington, as in effect immediately prior to the effective time, will be the bylaws of the combined company until thereafter amended in accordance with applicable law.
Board of Directors
As of the effective time, the number of directors constituting the board of directors of Huntington will be increased by five (5) for a total of eighteen (18) directors, and five (5) current directors of TCF (the “TCF directors”) will be appointed to the board of directors of Huntington. Each of the TCF directors will be designated by TCF, subject to the approval of the Huntington board of directors (not to be unreasonably withheld). One TCF director will not stand for reelection to the Huntington board of directors at Huntington’s 2022 annual meeting of shareholders. In addition, as of the effective time of the bank merger, Gary Torgow will be appointed as Chairman of the board of directors of The Huntington National Bank. Following the effective time, the meetings of the board of directors of Huntington and, following the effective time of the bank merger, the board of directors of The Huntington National Bank, will rotate between (i) Columbus and (ii) Detroit / Minneapolis.
Headquarters and Operations
The combined company and its subsidiaries will have dual headquarters for banking operations in Columbus, Ohio, and Detroit, Michigan, with the headquarters of the consumer banking operations of the combined company and its subsidiaries being located in Columbus, Ohio and the headquarters of the commercial banking operations of the combined company and its subsidiaries being located in Detroit, Michigan. The headquarters of the combined company and the main office of The Huntington National Bank will be located in Columbus, Ohio.
Foundation
At or prior to the closing, Huntington will contribute $50 million to establish a new Huntington Donor Advised Fund at the Community Foundation for Southeast Michigan (the “foundation”), dedicated to supporting primarily any markets in which Huntington operates. TCF’s Executive Chairman and TCF’s Chief Executive Officer on the date of the merger agreement will recommend and allocate such funds in a manner generally consistent with Huntington’s recommended charitable giving guidelines, and will periodically report to Huntington regarding the activities, contributions and grants made by the foundation. TCF’s Executive Chairman and TCF’s Chief Executive Officer on the date of the merger agreement may fully distribute the foundation’s funds over a seven (7)-year period from the closing date (and may not fully distribute such funds prior to the end of such period).
Regulatory Approvals (page 110)
Subject to the terms of the merger agreement, Huntington and TCF have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all documentation to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents,
18
approvals and authorizations of all such third parties and governmental entities. These approvals include, among others, the approval of the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) and the Office of the Comptroller of the Currency (“OCC”). The initial filing of these regulatory applications occurred on January 11, 2021.
Although neither Huntington nor TCF knows of any reason why it cannot obtain these regulatory approvals in a timely manner, Huntington and TCF cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger.
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.
Conditions to Completion of the Merger (page 129)
As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:
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•
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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;
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•
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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;
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•
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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;
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•
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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;
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•
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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”);
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•
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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;
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•
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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
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•
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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
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19
assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; in rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Huntington and TCF reasonably satisfactory in form and substance to such counsel.
Termination of the Merger Agreement (page 130)
The merger agreement may be terminated at any time prior to the completion of the merger, whether before or after the receipt of the requisite Huntington vote or the requisite TCF vote, in the following circumstances:
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•
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by mutual consent of Huntington and TCF in a written instrument;
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•
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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;
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•
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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;
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•
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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;
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•
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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
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•
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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
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20
Huntington board recommendation, in each case within ten (10) business days (or such fewer number of days as remains prior to the Huntington special meeting) after a Huntington acquisition proposal is made public or any request by TCF to do so, or (v) materially breaches its obligations related to Huntington shareholder approval.
Termination Fee (page 131)
If the merger agreement is terminated by either Huntington or TCF under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the Huntington board recommendation or the TCF board recommendation, TCF or Huntington may be required to pay a termination fee to the other party equal to $238.8 million.
Accounting Treatment (page 110)
The merger will be accounted for as an acquisition of TCF by Huntington under the acquisition method of accounting in accordance with generally accepted accounting principles (“GAAP”).
The Rights of Holders of TCF Common Stock Will Change as a Result of the Merger (page 159)
The rights of holders of TCF common stock are governed by Michigan law and by the articles of incorporation and bylaws of TCF. In the merger, holders of TCF common stock will become holders of common stock of Huntington, and their rights will be governed by Maryland law and the charter of Huntington, as amended by the Huntington charter amendment, and the bylaws of Huntington. Holders of TCF common stock will have different rights once they become holders of common stock of the combined company due to differences between the TCF governing documents and Michigan law, on the one hand, and the Huntington governing documents and Maryland law, on the other hand. These differences are described in more detail under the section entitled “Comparison of Shareholders’ Rights” beginning on page 159.
Listing of Huntington Common Stock and New Huntington Depositary Shares; Delisting and Deregistration of TCF Common Stock and TCF Depositary Shares (page 112)
The shares of Huntington common stock are, and new Huntington depositary shares representing new Huntington preferred stock to be issued in the merger are expected to be, listed for trading on the NASDAQ. Following the merger, shares of Huntington common stock will continue to be listed on the NASDAQ. In addition, following the merger, TCF common stock and TCF depositary shares that represent a 1/1000th interest in a share of TCF series C preferred stock will be delisted from the NASDAQ and deregistered under the Exchange Act.
The Huntington Special Meeting (page 49)
The Huntington special meeting will be held virtually on March 25, 2021 at www.meetingcenter.io/207906613, at 3:30 p.m., Eastern Time. At the Huntington special meeting, holders of Huntington common stock will be asked to consider and vote on the following matters:
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•
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approve the Huntington merger proposal;
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•
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approve the Huntington authorized share count proposal; and
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•
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approve the Huntington adjournment proposal.
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You may vote at the Huntington special meeting if you owned shares of Huntington common stock at the close of business on February 11, 2021. On that date, there were 1,017,245,480 shares of Huntington common stock outstanding, approximately sixty-six hundredths of one percent (0.66%) of which were owned and entitled to be voted by Huntington directors and executive officers and their affiliates. We currently expect that Huntington’s directors and executive officers will vote their shares in favor of the merger and the other proposals to be considered at the Huntington special meeting, although none of them has entered into any agreements obligating them to do so.
Each of the Huntington merger proposal and the Huntington authorized share count proposal will be approved if at least two-thirds of all the votes entitled to be cast on such proposal by the holders of outstanding Huntington common stock are affirmatively voted in favor of such proposal. The Huntington adjournment
21
proposal will be approved if a majority of the votes cast on the Huntington adjournment proposal by the holders of Huntington common stock entitled to vote are voted in favor of such proposal. 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 or the Huntington authorized share count proposal, it will have the same effect as a vote “AGAINST” the Huntington merger proposal or the Huntington authorized share count proposal. 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 adjournment proposal, you will not be deemed to have cast a vote with respect to the Huntington adjournment proposal and it will have no effect on the Huntington adjournment proposal.
The TCF Special Meeting (page 56)
The TCF special meeting will be held virtually on March 25, 2021 at www.virtualshareholdermeeting.com/TCF2021SGM, at 3:30 p.m., Eastern Time. At the TCF special meeting, holders of TCF common stock will be asked to vote on the following matters:
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approve the TCF merger proposal;
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•
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approve the TCF compensation proposal; and
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•
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approve the TCF adjournment proposal.
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You may vote at the TCF special meeting if you owned shares of TCF common stock at the close of business on February 11, 2021. On that date, there were 152,584,177 shares of TCF common stock outstanding, approximately eight tenths of one percent (0.8%) of which were owned and entitled to be voted by TCF directors and executive officers and their affiliates. TCF currently expects that TCF’s directors and executive officers will vote their shares in favor of the merger and the other proposals to be considered at the TCF special meeting, although none of them has entered into any agreements obligating them to do so.
The TCF merger proposal will be approved if the holders of a majority of the outstanding shares of TCF common stock entitled to vote at the TCF special meeting vote in favor of such proposal. Each of the TCF compensation proposal and the TCF adjournment proposal will be approved if a majority of the votes cast by the holders of TCF common stock entitled to vote on such proposal are voted in favor of such proposal. 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. 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 or the TCF adjournment proposal, you will not be deemed to have cast a vote with respect to TCF compensation proposal or the TCF adjournment proposal and it will have no effect on such proposals.
Litigation Related to the Merger (page 112)
On February 2, 2021, a complaint, captioned Shiva Stein v. TCF Financial Corporation et al., No. 1:21-cv-00273-JKB, was filed by a purported shareholder of TCF in the U.S. District Court for the District of Maryland. The complaint names TCF, the TCF board of directors and Huntington as defendants. The complaint alleges, among other things, that the defendants caused a materially incomplete and misleading registration statement relating to the proposed merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The complaint seeks, among other relief, an injunction preventing the closing of the merger unless and until defendants disclose the allegedly omitted material information, rescission of the merger to the extent already implemented or awarding of rescissory damages, damages and an award of attorneys’ and experts’ fees. Huntington and TCF believe the claims asserted in the lawsuit are without merit.
On February 6, 2021, a complaint captioned Maegon Cassell v. Huntington Bancshares Incorporated et al., No. 1:21-cv-00161-MN, was filed by a purported shareholder of Huntington in the U.S. District Court for the District of Delaware. The complaint names Huntington, the Huntington board of directors and TCF as defendants. The complaint alleges, among other things, that the defendants caused a materially incomplete and
22
misleading registration statement relating to the proposed merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The complaint seeks, among other relief, an injunction preventing the closing of the merger, rescission of the merger in the event consummated or awarding of rescissory damages, dissemination of a registration statement that does not contain any allegedly untrue statements of material fact, a declaration that defendants violated Section 14(a) and Section 20(a) of the Exchange Act as well as Rule 14a-9 promulgated thereunder and an award of attorneys’ and experts’ fees. Huntington and TCF believe the claims asserted in the lawsuit are without merit.
On February 9, 2021, a complaint captioned Joe Osterhout v. TCF Financial Corporation et al., No. 1:21-cv-00403-SKC, was filed by a purported shareholder of TCF in the U.S. District Court for the District of Colorado. The complaint names TCF and the TCF board of directors as defendants. The complaint alleges, among other things, that the defendants caused a materially incomplete and misleading registration statement relating to the proposed merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The complaint seeks, among other relief, an injunction preventing the closing of the merger and any vote on the merger unless and until defendants disclose the allegedly omitted material information, rescission of the merger in the event consummated or awarding of rescissory damages, a declaration that defendants violated Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and an award of attorneys’ fees and experts’ fees. Huntington and TCF believe the claims asserted in the lawsuit are without merit.
There can be no assurances that additional complaints or demands will not be filed or made with respect to the merger. If additional similar complaints or demands are filed or made, absent new or different allegations that are material, neither Huntington nor TCF will necessarily announce them.
Risk Factors (page 42)
In evaluating the merger agreement and the merger, including the issuance of shares of Huntington common stock in the merger, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 42.
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The following table presents selected consolidated historical financial data of Huntington. The selected consolidated historical financial data as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, have been derived from Huntington’s audited consolidated financial statements and accompanying notes contained in Huntington’s Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data as of December 31, 2017, 2016 and 2015, and for the years ended December 31, 2016 and 2015, have been derived from Huntington’s audited consolidated financial statements for such years and accompanying notes, which are not incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data for Huntington as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 has been derived from Huntington’s unaudited interim consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated balance sheet data for Huntington as of September 30, 2019 has been derived from Huntington’s unaudited interim consolidated balance sheet as of September 30, 2019, which is not incorporated into this joint proxy statement/prospectus by reference.
You should read the following financial information relating to Huntington in conjunction with other information contained in this joint proxy statement/prospectus, including the consolidated financial statements of Huntington and related accompanying notes appearing in Huntington’s Annual Report on Form 10-K most recently filed with the SEC and in any Quarterly Reports on Form 10-Q of Huntington filed with the SEC after that Annual Report on Form 10-K was filed, and the financial statements in any Current Report on Form 8-K of Huntington that was filed with the SEC after such Annual Report on Form 10-K, which are incorporated by reference in this joint proxy statement/prospectus. Huntington’s historical financial results presented below were impacted by Huntington’s acquisition of FirstMerit Corporation on August 16, 2016, and periods after such acquisition reflect financial data for Huntington after the acquisition of FirstMerit Corporation, while periods before do not. Huntington’s historical results for any prior period are not necessarily indicative of results to be expected in any future period. The selected financial information in the table immediately below does not include, on any basis, the results or financial condition of TCF for any period or as of any date. For more information, see the section entitled “Where You Can Find More Information” beginning on page 178.
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As of and for the Nine
Months Ended
September 30,
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Year Ended December 31,
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(amounts in millions, except per share data)
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2020
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2019
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2019
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2018
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2017
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2016
|
| |
2015
|
|
Interest income
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| |
$2,769
|
| |
$3,190
|
| |
$4,201
|
| |
$3,949
|
| |
$3,433
|
| |
$2,632
|
| |
$2,115
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Interest expense
|
| |
370
|
| |
757
|
| |
988
|
| |
760
|
| |
431
|
| |
263
|
| |
164
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|
Net interest income
|
| |
2,399
|
| |
2,433
|
| |
3,213
|
| |
3,189
|
| |
3,002
|
| |
2,369
|
| |
1,951
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Provision for credit losses
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| |
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
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Noninterest income
|
| |
1,182
|
| |
1,082
|
| |
1,454
|
| |
1,321
|
| |
1,307
|
| |
1,150
|
| |
1,039
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|
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
|
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Dividends on preferred shares
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65
|
| |
55
|
| |
74
|
| |
70
|
| |
76
|
| |
65
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| |
32
|
|
Net income applicable to common shares
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$436
|
| |
$1,039
|
| |
$1,337
|
| |
$1,323
|
| |
$1,110
|
| |
$647
|
| |
$661
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|
Net income per common share-basic
|
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$0.43
|
| |
$1.00
|
| |
$1.29
|
| |
$1.22
|
| |
$1.02
|
| |
$0.72
|
| |
$0.82
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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
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| |
0.50
|
| |
0.35
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| |
0.29
|
| |
0.25
|
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|
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As of and for the Nine
Months Ended
September 30,
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Year Ended December 31,
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(amounts in millions, except per share data)
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2020
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| |
2019
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| |
2019
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| |
2018
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| |
2017
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| |
2016
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| |
2015
|
|
Balance sheet highlights
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| |
|
| |
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| |
|
| |
|
| |
|
| |
|
|
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.
|
25
Reconciliations of Non-GAAP Financial Measures
The following information reconciles: (i) Huntington’s ratio of tangible equity to tangible assets, a non-GAAP financial measure, as of the dates presented, and (ii) Huntington’s ratio of tangible common equity to tangible assets, a non-GAAP financial measure, as of the dates presented.
|
|
| |
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.
|
26
The following table presents selected consolidated historical financial data of TCF. The selected consolidated historical financial data as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, have been derived from TCF’s audited consolidated financial statements and accompanying notes contained in TCF’s Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data as of December 31, 2017, 2016 and 2015, and for the years ended December 31, 2016 and 2015, have been derived from TCF’s audited consolidated financial statements for such years and accompanying notes, which are not incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data for TCF as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 has been derived from TCF’s unaudited interim consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated balance sheet data for TCF as of September 30, 2019 has been derived from TCF’s unaudited interim consolidated balance sheet as of September 30, 2019, which is incorporated into this joint proxy statement/prospectus by reference.
You should read the following financial information relating to TCF in conjunction with other information contained in this joint proxy statement/prospectus, including the consolidated financial statements of TCF and related accompanying notes appearing in TCF’s Annual Report on Form 10-K most recently filed with the SEC and in any Quarterly Reports on Form 10-Q of TCF filed with the SEC after that Annual Report on Form 10-K was filed, and the financial statements in any Current Report on Form 8-K of TCF that was filed with the SEC after such Annual Report on Form 10-K, which are incorporated by reference in this joint proxy statement/prospectus. Financial results presented below were significantly impacted by the merger of Chemical Financial Corporation (“Chemical”) and legacy TCF on August 1, 2019, and periods before the merger of legacy TCF and Chemical reflect financial data of legacy TCF, while periods after such merger reflect financial data for TCF after the merger of Chemical and legacy TCF. This merger was accounted for as a reverse merger whereby legacy TCF was deemed the acquirer for financial reporting purposes, while Chemical was the legal acquirer. Chemical was renamed to TCF Financial Corporation immediately following the merger of Chemical and legacy TCF. Certain reclassifications were made to prior period financial statements to conform to the current period presentation. In addition, the number of shares issued and outstanding, earnings per share, additional paid-in-capital, dividends paid and all references to share quantities of TCF were retrospectively restated to reflect the equivalent number of shares issued in the merger of Chemical and legacy TCF. TCF’s historical results for any prior period are not necessarily indicative of results to be expected in any future period. The selected financial information in the table immediately below does not include, on any basis, the results or financial condition of Huntington for any period or as of any date. For more information, see the section entitled “Where You Can Find More Information” beginning on page 178.
|
|
| |
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
|
27
|
|
| |
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
|
| | < | |||