COLUMBUS, Ohio and DETROIT, May 25,
2021 /PRNewswire/ -- Huntington Bancshares Incorporated
(Nasdaq: HBAN; "Huntington") and
TCF Financial Corporation (Nasdaq: TCF; "TCF") jointly announced
that the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") and the Office of the Comptroller of the
Currency, with input from the United States Department of Justice's
Antitrust Division (the "DOJ"), have approved the proposed merger
of Huntington and TCF and of The
Huntington National Bank and TCF National Bank.
![Huntington Bancshares Incorporated logo (PRNewsfoto/Huntington Bancshares Incorpora) Huntington Bancshares Incorporated logo (PRNewsfoto/Huntington Bancshares Incorpora)](https://mma.prnewswire.com/media/551870/Huntington_Logo.jpg)
In connection with the proposed merger, TCF National Bank has
entered into a definitive purchase and assumption agreement to sell
14 banking centers in Michigan to
Horizon Bank, the wholly owned subsidiary of Michigan City, IN-based Horizon Bancorp, Inc.
(Nasdaq: HBNC). The branches, with approximately $975 million in total deposits and approximately
$275 million in total loans, are
being divested in satisfaction of commitments to the DOJ and the
Federal Reserve Board in connection with Huntington's proposed acquisition of TCF.
TCF and Horizon Bank will be providing additional information to
customers of the branches slated for divestiture, which is expected
to be completed by the end of the 2021 third quarter, subject to
regulatory approval and other customary closing conditions,
including completion of the merger of Huntington and TCF.
TCF will divest the following branch locations:
- 144 W Huron Rd, Au Gres,
MI
- 125 N Michigan Ave, Big Rapids,
MI
- 1408 N Mitchell St, Cadillac,
MI
- 302 S Mitchell St, Cadillac,
MI
- 1425 Bridge St, Charlevoix,
MI
- 310 N Shiawassee, Corunna, MI
- 211 W Main St, Fremont,
MI
- 521 W Main St, Gaylord,
MI
- 2500 S I-75 Business Loop, Grayling,
MI
- 7409 W Houghton Lake Dr, Houghton
Lake, MI
- 101 N Roland St, McBain,
MI
- 2910 Jefferson Ave, Midland, MI
- 1345 E M 21, Owosso, MI
- 220 S Main St, Standish,
MI
All required regulatory approvals to complete the Huntington-TCF
transaction have now been received and the transaction is expected
to be completed on or around June 9,
2021, subject to the satisfaction or waiver of the remaining
customary closing conditions set forth in the merger agreement
between Huntington and TCF.
About Huntington
Huntington Bancshares
Incorporated is a regional bank holding company headquartered in
Columbus, Ohio, with $126 billion of assets and a network of 814
branches, including 11 Private Client Group offices, and 1,314 ATMs
across seven Midwestern states. Founded in 1866, 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. Visit huntington.com for
more information.
About TCF
TCF Financial Corporation is a Detroit, Michigan-based financial holding
company with $49 billion in total
assets at March 31, 2021, and a top
10 deposit market share in the Midwest. TCF's primary banking
subsidiary, TCF National Bank, is a premier Midwest bank offering
consumer and commercial banking, trust and wealth management, and
specialty leasing and lending products and services to consumers,
small businesses and commercial clients. TCF has
approximately 475 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. To learn more about TCF,
visit ir.tcfbank.com.
Caution regarding Forward-Looking Statements
This
communication may contain certain forward-looking statements,
including, but not limited to, certain plans, expectations, goals,
projections, and statements about the benefits of the proposed
transaction, the plans, objectives, expectations and intentions of
Huntington and TCF, the expected
timing of completion of the transaction, and other statements that
are not historical facts. Such statements are subject to
numerous assumptions, risks, and uncertainties. Statements
that do not describe historical or current facts, including
statements about beliefs and expectations, are forward-looking
statements. Forward-looking statements may be identified by
words such as expect, anticipate, believe, intend, estimate, plan,
target, goal, or similar expressions, or future or conditional
verbs such as will, may, might, should, would, could, or similar
variations. The forward-looking statements are intended to be
subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the Private Securities Litigation Reform Act of
1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements:
changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on
the global economy and financial market conditions and our
business, results of operations, and financial condition;
uncertainty in U.S. fiscal and monetary policy, including the
interest rate policies of the Federal Reserve Board; volatility and
disruptions in global capital and credit markets; movements in
interest rates; reform of LIBOR; competitive pressures on product
pricing and services; success, impact, and timing of our business
strategies, including market acceptance of any new products or
services including those implementing our "Fair Play" banking
philosophy; the nature, extent, timing, and results of governmental
actions, examinations, reviews, reforms, regulations, and
interpretations, including those related to the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the Basel III
regulatory capital reforms, as well as those involving the OCC,
Federal Reserve, FDIC, and CFPB; the occurrence of any event,
change or other circumstances that could give rise to the right of
one or both of the parties to terminate the merger agreement
between Huntington and TCF; the
outcome of any legal proceedings that may be instituted against
Huntington or TCF; delays in
completing the merger; the failure of the closing conditions in the
merger agreement to be satisfied on a timely basis or at all; the
possibility that the anticipated benefits of the merger are not
realized when expected or at all, including as a result of the
impact of, or problems arising from, the integration of the two
companies or as a result of the strength of the economy and
competitive factors in the areas where Huntington and TCF do business; the
possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
diversion of management's attention from ongoing business
operations and opportunities; potential adverse reactions or
changes to business or employee relationships, including those
resulting from the announcement or completion of the merger; the
ability to complete the merger and integration of Huntington and TCF successfully; the dilution
caused by Huntington's issuance of
additional shares of its capital stock in connection with the
merger; the possibility that the proposed branch divestiture will
not close when expected or at all because required regulatory
approvals are not received or other conditions to the closing are
not satisfied on a timely basis or at all; the possibility that the
branch divestiture may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
diversion of management's attention from ongoing business
operations and opportunities; potential adverse reactions or
changes to business or employee relationships, including those
resulting from the announcement or completion of the branch
divestiture; and other factors that may affect the future results
of Huntington and TCF.
Additional factors that could cause results to differ materially
from those described above can be found in Huntington's Annual Report on Form 10-K for
the year ended December 31, 2020 and
in its subsequent Quarterly Reports on Form 10-Q, including for the
quarter ended March 31, 2021, each of
which is on file with the Securities and Exchange Commission (the
"SEC") and available in the "Investor Relations" section of
Huntington's website,
http://www.huntington.com, under the heading "Publications and
Filings" and in other documents Huntington files with the SEC, and in TCF's
Annual Report on Form 10-K for the year ended December 31, 2020 and in its subsequent Quarterly
Reports on Form 10-Q, including for the quarter ended March 31, 2021, each of which is on file with the
SEC and available on TCF's investor relations website,
ir.tcfbank.com, under the heading "Financial Information" and in
other documents TCF files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Huntington nor TCF assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements
involve significant risks and uncertainties, caution should be
exercised against placing undue reliance on such statements.
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SOURCE Huntington Bancshares Inc.