Huntington Bancshares, the parent company of Huntington National Bank, and TCF Financial, the parent company of TCF National Bank, signed a definitive agreement under which the companies will combine in an all-stock merger with a total market value of approximately $22 billion to create a top 10 U.S. regional bank with dual headquarters in Detroit and Columbus, OH. The new organization will have a top five rank in approximately 70% of its deposit markets.
Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, TCF will merge into Huntington, and the combined holding company and bank will operate under the Huntington name and brand following the closing of the transaction. Upon closing, Stephen D. Steinour will remain the chairman, president and CEO of the holding company and CEO and president of the bank. Gary Torgow will serve as chairman of the bank’s board of directors.
“This merger combines the best of both companies and provides the scale and resources to drive increased long-term shareholder value. Huntington is focused on accelerating digital investments to further enhance our award-winning people-first, digitally powered customer experience,” Steinour said. “We look forward to welcoming the TCF team members. Together we will have a stronger company better able to support our customers and drive economic growth in the communities we serve.”
The headquarters for the commercial bank will be in Detroit, where at least 800 employees of the combined company, nearly three times the number TCF had planned, will be housed in the downtown structure. Columbus, OH, will remain the headquarters for the holding company and the consumer bank.
“This partnership will provide us the opportunity for deeper investments in our communities, more jobs in Detroit, an increased commitment in Minneapolis and a better experience for our customers,” Torgow said. “We will be a top regional bank with the scale to compete and the passion to serve. Merging with the Huntington platform will be a great benefit to all of our stakeholders and will drive significant opportunities for our team members.”
The pro forma combined company will have approximately $168 billion in assets, $117 billion in loans and $134 billion in deposits. The company is expected to extend its top quartile financial metrics after completion of the integration. Huntington expects the transaction to be 18% accretive to earnings per share in 2022, assuming the fully phased-in transaction cost synergies.
At closing, five current TCF directors will be added to the board of directors of the holding company. David L. Porteous will serve as lead director of the holding company’s board of directors and the bank’s board of directors.
The merger is expected to close in Q2/21, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company.
Goldman Sachs is serving as financial advisor to Huntington. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Huntington. Keefe, Bruyette & Woods, a Stifel company, is serving as financial advisor to TCF. Simpson Thacher & Bartlett is serving as legal advisor to TCF.
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