Item 8.01. Other Events.
On May 25, 2021, 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"), approved the applications of Huntington Bancshares Incorporated
("Huntington") with respect to the previously announced merger (the "Merger") of
Huntington and TCF Financial Corporation ("TCF") pursuant to the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of December 13, 2020, by and
between Huntington and TCF, and the merger of TCF National Bank, TCF's
wholly-owned banking subsidiary, and The Huntington National Bank, Huntington's
wholly-owned banking subsidiary (the "Bank Merger," and together with the
Merger, the "Mergers"). Pursuant to commitments made to the Federal Reserve
Board and the DOJ in connection with the approvals, TCF National Bank has
entered into a definitive purchase and assumption agreement with Horizon Bank,
the wholly-owned banking subsidiary of Horizon Bancorp, Inc., providing for the
divestiture of 14 branches of TCF National Bank to Horizon Bank (the
"Divestiture").
All required regulatory approvals to complete the Mergers have now been
received. The closing of the Mergers is expected to occur on or around June 9,
2021, subject to the satisfaction or waiver of the remaining closing conditions
set forth in the Merger Agreement. The closing of the Divestiture is expected to
occur late in the third quarter of 2021, subject to the receipt of regulatory
approval and other customary closing conditions, including the closing of the
Mergers.
On May 25, 2021, Huntington and TCF issued a joint press release announcing the
foregoing matters. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
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 TCF and Huntington, 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, 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 TCF and Huntington; the outcome of any legal proceedings that may be
instituted against TCF or Huntington; 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 TCF and Huntington 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
TCF and Huntington 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 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, and 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 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.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Neither TCF nor Huntington 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Joint Press Release of Huntington Bancshares Incorporated and TCF
Financial Corporation, dated May 25, 2021
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
CHEMICAL FINANCIAL CO. 