Huntington and TCF Announce Receipt of All Required Regulatory Approvals for Pending Merger

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Columbus, Ohio and STRAIT, May 25, 2021 / PRNewswire / – Huntington Bancshares Incorporated (Nasdaq: HBAN; “Huntington“) and TCF Financial Corporation (Nasdaq: TCF;” TCF “) jointly announced that the Federal Reserve Board of Governors (the” Federal Reserve Board “) and the Office of the Comptroller of the Currency, with contributions from United States The Antitrust Division of the State Department of Justice (the “DOJ”) has approved the proposed merger of Huntington and TCF and Huntington National Bank and TCF National Bank.

As part of the merger project, TCF Banque Nationale has entered into a definitive purchase and assumption agreement for the sale of 14 banking centers in Michigan to Horizon Bank, a 100% subsidiary of Michigan City, INbased at Horizon Bancorp, Inc. (Nasdaq: HBNC). The branches, with about $ 975 million in total deposits and approximately $ 275 million of total loans, are transferred to honor commitments to the DOJ and the Federal Reserve under the Huntington proposed acquisition of TCF.

TCF and Horizon Bank will provide additional information to clients of branches scheduled for divestiture, which is expected to be completed by the end of Q3 2021, subject to regulatory approval and other customary closing conditions, including the completion of the merger of Huntington and TCF.

TCF will sell the following branches:

  • 144 W Huron Road, In Gres, MI
  • 125 N Michigan Ave, Big Rapids, MI
  • 1408 N Mitchell St, Cadillac, MI
  • 302 S Mitchell St, Cadillac, MI
  • 1425 Bridge Street, Charlevoix, MI
  • 310 N Shiawassee, La Coruna, MI
  • 211 W Main Street, Fremont, MI
  • 521 W Main Street, Gaylord, MI
  • 2500 S I-75 Commercial Loop, Shadow, MI
  • 7409 W Houghton Lake Drive, Houghton Lake, Michigan
  • 101 N Roland St, McBain, MI
  • 2910 Jefferson Ave, Midland, MI
  • 1345 EM 21, Owosso, MI
  • 220 S Main St, Standish, MI

All regulatory approvals required to complete the Huntington-TCF transaction have now been received and the transaction is expected to close on or about June 9, 2021, subject to satisfaction or waiver of other customary closing conditions set forth in the merger agreement between Huntington and TCF.

About Huntington
Huntington Bancshares Incorporated is a regional banking holding company headquartered in Columbus, Ohio, with $ 126 billion assets and a network of 814 branches, including 11 Private Client Group offices, and 1,314 ATMs in seven Midwestern states. Founded in 1866, Huntington National Bank and its affiliates provide services to consumers, small businesses, businesses, cash management, wealth management, brokerage, trusts and insurance. Huntington also provides vehicle finance, equipment finance, national settlement and capital market services that extend beyond its major states. Visit huntington.com for more information.

About TCF
TCF Financial Corporation is a Detroit, Michigan-financial holding company with $ 49 billion of total assets at March 31, 2021and a top 10 depot market share in the Midwest. TCF’s primary banking subsidiary, TCF National Bank, is a leading Midwestern bank providing consumer and commercial banking, trust and wealth management, as well as leasing and lending products and services. specialized to consumers, small businesses and commercial customers. TCF has around 475 banking centers mainly located Michigan, Illinois and Minnesota with additional locations in Colorado, Ohio, South Dakota and Wisconsin. TCF also operates in all 50 states and Canada through its specialized lending and leasing activities. 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, plans, objectives, expectations and intentions of Huntington and TCF, the expected timing of the transaction and other statements that are not historical facts. Such statements are subject to many 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, aim or similar expressions, or future or conditional verbs such as will, may, might, should , would, could, or similar variants. Forward-looking statements are intended to be subject to the safe harbor of 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 can be no assurance that the list of risks and uncertainties or risk factors is complete, the following are some factors that could cause actual results to differ materially from those contained or implied in forward-looking statements: changes in general economic, political or industrial conditions; the extent and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions as well as on our business, results of operations and financial condition; uncertainty in US fiscal and monetary policy, including the Federal Reserve’s interest rate policies; volatility and disruption in global capital and credit markets; movements in interest rates; LIBOR reform; competitive pressures on the prices of products and services; the success, impact and timing of our business strategies, including market acceptance of any new product or service, including those implementing our “Fair Play” banking philosophy; the nature, extent, timing and results of government actions, reviews, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Protection Act consumers and regulatory capital reforms of Basel III, as well as those involving the OCC, Federal Reserve, FDIC and CFPB; the occurrence of any event, change or other circumstance which could give rise to the right of one or both parties to terminate the merger contract between Huntington and TCF; the outcome of any legal proceedings that may be brought against Huntington or TCF; delays in completing the merger; failure to meet the conditions for closing the merger agreement on time or not at all; the possibility that the expected benefits of the merger may not materialize as expected or not at all, including due to the impact or problems arising from the integration of the two companies or due to the strength of the economy and of competitiveness factors in areas where Huntington and TCF do business; the possibility that the merger will be more costly to complete than expected, including due to unforeseen factors or events; distraction of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes in 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; dilution caused by Huntington issuance of additional shares of its share capital as part of the merger; the possibility that the proposed branch divestiture will not close on time or at all because the required regulatory approvals are not received or other conditions related to the closure are not met on a timely basis or at all; the possibility that the divestiture of the branch will be more costly to achieve than expected, in particular due to unforeseen factors or events; distraction of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes in 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 which may cause the results to differ materially from those described above can be found in Huntington 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 filed with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of Huntington website, http://www.huntington.com, under the heading “Publications and deposits” and in other documents Huntington files with the SEC and in the TCF 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 filed with the SEC and available on TCF’s investor relations website, ir.tcfbank.com, under “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 assume any obligation to update forward-looking statements to reflect circumstances or events occurring after the date on which the forward-looking statements were made or to reflect the occurrence of unforeseen events, except as required by them. federal securities laws. Because forward-looking statements involve significant risks and uncertainties, care should be taken not to place undue reliance on such statements.

SOURCE Huntington Bancshares Inc.



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