COLUMBUS, Ohio, Feb. 10, 2021 /PRNewswire/ -- Huntington
Bancshares Incorporated (Nasdaq: HBAN; www.huntington.com) today
announced that Tom Shafer, CEO of
TCF National Bank, will join Huntington's Executive Leadership Team
as co-President of Commercial Banking following the completion of
Huntington's merger with TCF, which is expected to occur late in
the second quarter, subject to the satisfaction of customary
closing conditions.
Shafer, who has enjoyed a stellar career in banking, will lead
Huntington's Middle Market, Commercial Real Estate and Regional
Government Banking Teams. He will partner with Scott
Kleinman, co-President of Commercial Banking, a long-time
veteran and respected leader within the company, who will continue
to lead a variety of Commercial businesses organized around
Huntington's Specialty Commercial Groups, Treasury Management,
Capital Markets and Equipment Finance teams.
Mike Jones, President & COO
of TCF Bank, also will join Huntington's Executive Leadership Team
as Senior Executive Vice President. Jones will be Huntington's
senior executive and community leader in Minnesota and Colorado as Chair for Minnesota and Colorado. He will be responsible for the
strategic growth and expansion of Huntington in these critical
markets, as well as for deepening Huntington's commitment to invest
in local communities.
"Tom and Mike are exceptional leaders with impressive track
records of successful growth throughout their careers, and I'm
looking forward to having them join our Executive Leadership Team,"
said Steve Steinour, chairman,
president, and CEO. "Tom's extensive experience and success in
growing banks will add another level of expertise for Huntington as
we look to continue building our Commercial Bank. And Mike will be
instrumental in building and growing our various business lines and
important middle market revenue channels in Minnesota and Colorado. Under their leadership, we will
execute our plans for expansion in these important markets."
"This is an exciting time as Huntington and TCF come together to
become an even stronger bank better able to serve more people and
businesses throughout our communities," Shafer said. "I'm looking
forward to joining Huntington's Executive Leadership Team and
playing a significant role in further developing the bank's
commercial business while establishing a new, dual headquarters in
my hometown of Detroit."
"Both Huntington and TCF are known for and take great pride in
developing customer relationships. And we are deeply committed to
giving back to our communities," Jones said. "I'm eager to build
out our teams and invest in these important markets."
Huntington also announced today the appointment of Donald Dennis, Chief Diversity, Equity &
Inclusion Officer and Executive Vice President, Learning &
Development, to its Executive Leadership Team, effective
immediately. Since joining Huntington three years ago, Dennis has
brought to life a growth mindset for Huntington colleagues while
reinventing its digital learning platform. Under his
leadership, Huntington created its Exact Track "pre-imbursement"
program providing colleagues an affordable opportunity to attain
higher education.
"Donald's leadership, broad set of skills, experiences, and
passion position us well to build out our Diversity, Equity and
Inclusion efforts," Steinour said. "Our continued focus on Welcome,
meaning 'Welcome to All,' is imperative and will continue to guide
the combined company. Donald's vision and commitment have helped
shape our plans and actions around diversity and inclusion. He also
has been the lead executive and architect in building out our
learning and development offerings in a digital environment. I look
forward to Donald's continued thought leadership and expertise at
the highest level of our organization. Donald will be a great
addition to our Executive Leadership Team."
"I'm proud to work at Huntington and with colleagues from all
backgrounds who firmly believe in and live our purpose to look out
for people every day," Dennis said. "Huntington has a strong
diversity and inclusion foundation, and I look forward to
continuing to build our culture and strengthen our workforce."
About Huntington
Huntington Bancshares Incorporated
is a regional bank holding company headquartered in Columbus, Ohio, with $123 billion of assets and a network of 839
branches, including 11 Private Client Group offices, and 1,322 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.
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, as
amended, 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 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 Huntington and TCF 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 Huntington and TCF successfully; the dilution caused
by Huntington's issuance of additional shares of its capital stock
in connection with the transaction; 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, 2019 and
in its subsequent Quarterly Reports on
Form 10-Q, including for the quarter ended
September 30, 2020, 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,
and in TCF's Annual Report on Form 10-K for the year
ended December 31, 2019 and in its subsequent Quarterly
Reports on Form 10-Q, including for the quarter ended
September 30, 2020, 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.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction, on January 28, 2021, Huntington filed with the SEC a
Registration Statement on Form S-4 that includes a
Joint Proxy Statement of Huntington and TCF and a Prospectus of
Huntington, and Huntington and TCF may file other relevant
documents concerning the proposed transaction. The registration
statement has not yet become effective. After the registration
statement is effective, a definitive joint proxy
statement/prospectus will be sent to TCF's shareholders and
Huntington's shareholders seeking their approval of the proposed
transaction. 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 HUNTINGTON AND SHAREHOLDERS OF TCF ARE URGED TO
READ THE REGISTRATION STATEMENT AND THE 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 WILL CONTAIN IMPORTANT
INFORMATION. Shareholders will be able to obtain a free copy of the
definitive joint proxy statement/prospectus, as well as other
filings containing information about Huntington and TCF, without
charge, at the SEC's website (http://www.sec.gov). Copies of the
joint proxy statement/prospectus and the filings with the SEC that
will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by
directing a request to Huntington Investor Relations, Huntington
Bancshares Incorporated, Huntington Center, HC0935, 41 South High
Street, Columbus, Ohio 43287,
(800) 576-5007 or to TCF Investor Relations, TCF
Financial Corporation, 333 W. Fort Street, Suite 1800, Detroit, Michigan 48226,
(866) 258-180.
PARTICIPANTS IN THE SOLICITATION
Huntington, TCF, and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Huntington and TCF
in connection with the proposed transaction under the rules of 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. 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. 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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