Item 8.01. Other Events.
As previously disclosed, on December 13, 2020, TCF Financial Corporation, a
Michigan corporation ("TCF"), entered into an Agreement and Plan of Merger (as
amended from time to time, the "merger agreement") with Huntington Bancshares
Incorporated, a Maryland corporation ("Huntington"). The merger agreement
provides that, upon the terms and subject to the conditions set forth therein,
TCF will merge with and into Huntington (the "merger"), with Huntington as the
surviving entity in the merger. The merger agreement was unanimously approved by
the board of directors of each of TCF and Huntington.
In connection with the proposed merger, Huntington filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4 containing
a joint proxy statement/prospectus, as amended, and each of TCF and Huntington
filed a definitive joint proxy statement/prospectus with the SEC dated February
17, 2021 (the "joint proxy statement/prospectus"), which TCF and Huntington
first mailed to their respective shareholders on or about February 17, 2021.
Following the announcement of the merger agreement, as of the date of this
Current Report on Form 8-K, ten lawsuits challenging the merger have been filed.
The first lawsuit, captioned Shiva Stein v. TCF Financial Corporation et al.
(Case No. 1:21-cv-00273-JKB) was filed in the U.S. District Court for the
District of Maryland on February 2, 2021. The second lawsuit, captioned Maegon
Cassell v. Huntington Bancshares Incorporated et al. (Case No. 1:21-cv-00161-MN)
was filed in the U.S. District Court for the District of Delaware on February 6,
2021. The third lawsuit, captioned Joe Osterhout v. TCF Financial Corporation et
al. (Case No. 1:21-cv-00403-SKC) was filed in the U.S. District Court for the
District of Colorado on February 9, 2021. The fourth lawsuit, captioned Patrick
Dionne v. Huntington Bancshares Incorporated et al. (Case No. 1:21-cv-01297-VM)
was filed in the U.S. District Court for the Southern District of New York on
February 12, 2021. The fifth lawsuit, captioned Robert Garfield v. Huntington
Bancshares Incorporated et al. (Case No. 21CV001045) was filed in the Court of
Common Pleas of Franklin County, Ohio on February 18, 2021. The sixth lawsuit,
captioned James Keffalas v. Huntington Bancshares Incorporated et al. (Case No.
1:21-cv-01944) was filed in the U.S. District Court for the Southern District of
New York on March 5, 2021. The seventh lawsuit, captioned Marcy Curtis v. TCF
Financial Corporation et al. (Case No. 2:21-cv-10545-JEL-KGA) was filed in the
U.S. District Court for the Eastern District of Michigan on March 11, 2021. The
eighth lawsuit, captioned Frank Gallo v. TCF Financial Corporation et al. (Case
No. 5:21-cv-10549-PDB-KGA) was filed in the U.S. District Court for the Eastern
District of Michigan on March 11, 2021. The ninth lawsuit, captioned Stephen
Bushansky v. Gary Torgow et al. (Case No.21-003454-CB) was filed in the Wayne
County Circuit Court in the State of Michigan on March 12, 2021. The tenth
lawsuit, captioned Alex Ciccotelli v. TCF Financial Corporation et al. (Case No.
2:21-cv-01205) was filed in the U.S. District Court for the Eastern District of
Pennsylvania on March 12, 2021. The complaints filed in the lawsuits allege,
among other things, that the defendants caused a materially incomplete and
misleading joint proxy statement/prospectus relating to the proposed merger to
be filed with the SEC in violation of Sections 14(a) and 20(a) of the Securities
Exchange Act of 1934 and Rule 14a-9 promulgated thereunder and/or in breach of
their fiduciary obligations under state law. We refer to the ten lawsuits
collectively as the "Merger Litigation."
TCF and Huntington believe that the claims asserted in the Merger Litigation are
without merit and supplemental disclosures are not required or necessary under
applicable laws. However, in order to avoid the risk that the Merger Litigation
delays or otherwise adversely affects the merger, and to minimize the costs,
risks and uncertainties inherent in defending the lawsuits, and without
admitting any liability or wrongdoing, TCF and Huntington have agreed to
supplement the joint proxy statement/prospectus as described in this Current
Report on Form 8-K. Plaintiffs in the Merger Litigation have agreed that,
following the filing of this Current Report on Form 8-K, they will each dismiss
their complaints as moot. In the Garfield and Bushansky actions, which were
filed as a putative class action, such dismissal shall be with prejudice as to
the named plaintiff only and without prejudice to all other members of the
putative class. TCF, Huntington and the other named defendants deny that they
have violated any laws or breached any duties to TCF's shareholders or
Huntington's shareholders, as applicable. Nothing in this Current Report on Form
8-K shall be deemed an admission of the legal necessity or materiality under
applicable laws of any of the disclosures set forth herein. To the contrary, TCF
and Huntington specifically deny all allegations in the Merger Litigation that
any additional disclosure was or is required.
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Supplemental Disclosures to Joint Proxy Statement/Prospectus in Connection with
the Merger Litigation
The additional disclosures (the "supplemental disclosures") in this Current
Report on Form 8-K supplement the disclosures contained in the joint proxy
statement/prospectus and should be read in conjunction with the disclosures
contained in the joint proxy statement/prospectus, which should be read in its
entirety. To the extent that information set forth in the supplemental
disclosures differs from or updates information contained in the joint proxy
statement/prospectus, the information in this Current Report on Form 8-K shall
supersede or supplement the information contained in the joint proxy
statement/prospectus. All page references are to the joint proxy
statement/prospectus and terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the joint proxy statement/prospectus.
1.The following disclosure is added at the end of the paragraphs under the
heading "Board of Directors" on page 18 and page 109 of the joint proxy
statement/prospectus:
The directors of the combined company will receive compensation for their
service as directors. The compensation received by Huntington's directors for
2019 is described in Huntington's definitive proxy statement relating to its
2020 Annual Meeting of Shareholders, which was filed with the SEC on March 12,
2020, and the compensation received by Huntington's directors for 2020 will be
described in Huntington's proxy statement relating to its 2021 Annual Meeting of
Shareholders, when available, and in any information that Huntington files with
the SEC that updates or supersedes that information.
2.The disclosure in the third paragraph on page 66 of the joint proxy
statement/prospectus under the heading "Background of the Merger" is hereby
amended and restated as follows:
During this period, Mr. Steinour regularly discussed the potential transaction
with members of the Huntington Board, including lead independent director David
L. Porteous, who expressed their support for Huntington management continuing to
pursue preliminary discussions with TCF regarding a potential business
combination. On November 12, 2020, a meeting of the joint Executive Committee of
the Huntington Board and of The Huntington National Bank board of directors was
held to discuss the potential transaction with TCF, which members of management
attended. At the meeting, Mr. Steinour and other members of Huntington
management updated the Executive Committee on the potential business combination
with TCF, the synergies, opportunities and other benefits that could be realized
through a combination, including expansion into new geographic and product
markets and increased sale and distribution opportunities, and the preliminary
transaction terms under discussion with TCF. Following discussion, the Executive
Committee unanimously supported moving forward with negotiations with TCF around
a potential business combination.
3.The disclosure in the fourth full paragraph on page 67 of the joint proxy
statement/prospectus under the heading "Background of the Merger" is hereby
amended and restated as follows:
On December 7, 2020, a meeting of the joint Risk Oversight and joint Audit
Committees of the Huntington Board and of The Huntington National Bank board of
directors was held, which members of Huntington management attended. At the
meeting, members of Huntington management reviewed with the committee members
the status and key findings of Huntington's due diligence review of TCF across a
variety of areas including, but not limited to, corporate risk management and
internal audit, information technology, credit, legal and compliance and
operations. Members of Huntington management explained that their due diligence
review confirmed their overall assessment of the potential strategic and
operational benefits of a business combination transaction with TCF. In
addition, during this period Mr. Steinour updated other members of the
Huntington Board on the status of the transaction.
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4.The disclosure in the last paragraph on page 68 of the joint proxy
statement/prospectus under the heading "Background of the Merger" is hereby
amended and restated as follows:
On December 13, 2020, a joint meeting of the Huntington Board and The Huntington
National Bank board of directors was held to discuss the potential transaction
with TCF, which members of management and representatives of Wachtell Lipton and
Goldman Sachs attended. At the meeting, Mr. Steinour updated the directors on
the final negotiations with TCF and reviewed certain considerations relating to
the proposed transaction, including with respect to the anticipated timeline and
financial implications of the proposed transaction, which was expected to be
completed in the second quarter of 2021, with a systems conversion anticipated
later in 2021. Members of the Huntington Board and management reviewed the due
diligence effort and findings of Huntington management and Huntington's
advisors. Representatives of Goldman Sachs reviewed with the Huntington Board
Goldman Sachs' financial analysis summarized below under "-Opinion of
Huntington's Financial Advisor" and rendered to the Huntington Board the oral
opinion of Goldman Sachs, subsequently confirmed by delivery of a written
opinion, dated December 13, 2020, to the Huntington Board, and attached to this
joint proxy statement/prospectus as Annex C, 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. Representatives of Wachtell Lipton reviewed for the directors the
final terms of the proposed merger agreement and other transaction documents and
reviewed the directors' fiduciary duties in connection with their consideration
of a potential transaction with TCF, as they had previously done. Following
further discussion, during which the directors considered the matters reviewed
and discussed at that meeting and all prior meetings, including the factors
described under the section of this joint proxy statement/prospectus entitled
"-Huntington's Reasons for the Merger; Recommendation of the Huntington Board of
Directors," the Huntington Board, by a unanimous vote of all directors,
determined that the merger, the merger agreement and the other transactions
contemplated by the merger agreement were advisable and fair to and in the best
interests of Huntington and its shareholders and declared it advisable to enter
into the merger agreement, and unanimously adopted and approved the merger
agreement, the merger and the other transactions contemplated by the merger
agreement.
5.The following disclosure is added after the second table on page 78 of the
joint proxy statement/prospectus under the heading "TCF Selected Companies
Analysis":
The low and high stock price-to-tangible book value per share multiples of the
selected companies were 1.07x and 1.87x, respectively, the low and high stock
price-to-2020 estimated EPS multiples of the selected companies were 10.3x and
17.6x, respectively, the low and high stock price-to-2021 estimated EPS
multiples of the selected companies were 9.7x and 20.0x, respectively, and the
low and high stock price-to-2022 estimated EPS multiples of the selected
companies were 8.6x and 19.7x, respectively.
6.The following disclosure is added after the first table on page 80 of the
joint proxy statement/prospectus under the heading "Huntington Selected
Companies Analysis":
The low and high stock price-to-tangible book value per share multiples of the
selected companies were 1.07x and 1.92x, respectively, the low and high stock
price-to-2020 estimated EPS multiples of the selected companies were 8.8x and
19.0x, respectively, the low and high stock price-to-2021 estimated EPS
multiples of the selected companies were 10.0x and 16.2x, respectively, and the
low and high stock price-to-2022 estimated EPS multiples of the selected
companies were 8.6x and 12.1x, respectively.
7.The following disclosure is added after the first table on page 81 of the
joint proxy statement/prospectus under the heading "Selected Transactions
Analysis":
The low and high stock price-to-tangible book value per share multiples of the
selected transactions were 0.44x and 3.19x, respectively, the low and high pay
to trade ratios of the selected transactions were 0.40x and 1.52x, respectively,
and the low and high core deposit premiums of the selected transactions were
(7.4%) and 27.5%, respectively. For the 14 selected transactions in which
consensus "street estimates" for the acquired company were available at
announcement, the low and high stock price-to-Forward EPS multiples of the
selected transactions (excluding the impact of the Forward EPS multiple for one
of the selected transactions which multiple was considered to be not meaningful
because it was greater than 30.0x) were 9.6x and 17.0x, respectively. For the 14
selected transactions involving publicly traded acquired companies, the low and
high one-day market premiums of the selected transactions were (1.8%) and 24.2%,
respectively.
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. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
Cover Page Interactive Data File - the cover page XBRL tags are embedded
104 within the Inline XBRL document
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 transaction; the
failure to obtain necessary regulatory approvals (and the risk that such
approvals may result in the imposition of conditions that could adversely affect
the combined company or the expected benefits of the transaction); the failure
to obtain shareholder approvals or to satisfy any of the other conditions to the
transaction on a timely basis or at all; the possibility that the anticipated
benefits of the transaction 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 transaction 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 transaction; the ability to complete the
transaction and integration of TCF and Huntington successfully; and other
factors that may affect the future results of TCF and Huntington. 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, 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, 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.
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Important Additional Information
In connection with the proposed transaction, Huntington has filed with the SEC a
Registration Statement on Form S-4 that includes a joint proxy statement of TCF
and Huntington and a prospectus of Huntington. The registration statement on
Form S-4, as amended, was declared effective by the SEC on February 17, 2021,
and TCF and Huntington mailed the definitive joint proxy statement/prospectus to
their respective shareholders on or about February 17, 2021. This communication
does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. INVESTORS AND SHAREHOLDERS OF TCF AND
SHAREHOLDERS OF HUNTINGTON ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Shareholders can obtain a free copy of the definitive joint proxy
statement/prospectus, as well as other filings containing information about TCF
and Huntington, without charge, at the SEC's website (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the filings with the SEC
incorporated by reference in the joint proxy statement/prospectus can also be
obtained, without charge, by directing a request to TCF Investor Relations, TCF
Financial Corporation, 333 W. Fort Street, Suite 1800, Detroit, Michigan 48226,
(866) 258-1807 or to Huntington Investor Relations, Huntington Bancshares
Incorporated, Huntington Center, HC0935, 41 South High Street, Columbus, Ohio
43287, (800) 576-5007.
Participants in Solicitation
TCF, Huntington and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of TCF and Huntington in connection with the proposed transaction
under the rules of the SEC. Information regarding TCF's directors and executive
officers is available in its definitive proxy statement relating to its 2020
Annual Meeting of Shareholders, which was filed with the SEC on March 25, 2020,
and other documents filed by TCF with the SEC. Information regarding
Huntington's directors and executive officers is available in its definitive
proxy statement relating to its 2020 Annual Meeting of Shareholders, which was
filed with the SEC on March 12, 2020, and other documents filed by Huntington
with the SEC. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the joint proxy
statement/prospectus and other relevant materials filed with the SEC. Free
copies of this document may be obtained as described in the preceding paragraph.
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