Huntington Bancshares Incorporated (NasdaqGS:HBAN) signed a definitive agreement to acquire TCF Financial Corporation (NasdaqGS:TCF) for $6 billion on December 13, 2020. Huntington Bancshares and TCF Financial will combine in an all-stock merger with fixed exchange ratio of 3.0028 shares of Huntington Bancshares for each share of TCF Financial. TCF's preferred stockholders will receive a share of a newly created series of preferred stock of Huntington. At the Effective Time, each option granted by TCF to purchase shares of TCF Common Stock under a TCF Stock Plan that is outstanding and unexercised immediately prior to the Effective Time (a “TCF Stock Option”) shall be assumed and converted automatically into an option (an “Adjusted Stock Option”) to purchase, on the same terms and conditions as were applicable under such TCF Stock Option immediately prior to the Effective Time (including vesting terms), the number of shares of Huntington Common Stock (rounded down to the nearest whole number of shares of Huntington Common Stock) equal to the product of the number of shares of TCF Common Stock subject to such TCF Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio. Each Restricted Stock Award shall (i) if granted to a non-employee member of the Board of Directors of TCF, fully vest and be cancelled and converted automatically into the right to receive (without interest) the Merger Consideration and (ii) if not granted to an individual described in clause (i) hereof, be assumed and converted into a restricted stock award of shares of Huntington Common Stock subject to vesting, repurchase or other lapse restriction with the same terms and conditions as were applicable under such TCF Restricted Stock Award immediately prior to the Effective Time (including vesting terms), and relating to the number of shares of Huntington Common Stock equal to the product of (A) the number of shares of TCF Common Stock subject to such TCF Restricted Stock Award immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio. Each Restricted Stock Unit Award shall be assumed and converted into a restricted stock unit award in respect of Huntington Common Stock with the same terms and conditions and relating to the number of shares of Huntington Common Stock equal to the product of (A) the number of shares of TCF Common Stock subject to such TCF Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio. Each Deferred Stock Award shall be assumed and converted automatically into a deferred stock award of shares of Huntington Common Stock subject to the same terms and conditions and relating to the number of shares of Huntington Common Stock equal to the product of (A) the number of shares of TCF Common Stock subject to such TCF Deferred Stock Award immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio. TCF Financial will merge into Huntington Bancshares, with Huntington Bancshares continuing as the surviving entity. Immediately following the Merger, TCF's wholly owned banking subsidiary, TCF National Bank, will merge with and into Huntington's wholly owned banking subsidiary, The Huntington National Bank which will continue as the surviving bank. The combined holding company and bank will operate under the Huntington name and brand following the closing of the transaction. TCF will pay a fee of $238.8 million to Huntington in case TCF terminates the agreement, and Huntington will pay a fee of $238.8 million to TCF in case Huntington terminates the agreement. As part of the deal, Detroit's newly renamed convention center, the TCF Center, will switch names again to Huntington Center. Upon closing, Stephen D. Steinour will remain the Chairman, President, and Chief Executive Officer of the combined holding company and Chief Executive Officer and President of Huntington National Bank. Gary Torgow will serve as Chairman of Huntington National Bank's Board of Directors. At closing, five current TCF Directors will be added to the Board of Directors of the combined holding company. David L. Porteous will serve as lead Director of the combined holding company's Board of Directors and the bank's Board of Directors. Huntington will have a 13-5 majority on the new board. As of February 10, 2021 Tom Shafer, Chief Executive Officer of TCF National Bank, will join Huntington's Executive Leadership Team as co-President of Commercial Banking following the completion of the transaction. As of February 11, 2021, Mike Jones, TCF President and Chief Operating Officer, will become a Senior Executive Vice President for Huntington. The headquarters for the combined company's commercial banking arm will be in Detroit where at least 800 employees of the combined company will be housed, and surviving corporation will have dual headquarters for banking operations in Detroit, Michigan and Columbus, Ohio. Huntington Bancshares will retain its headquarters in Columbus for the holding company and consumer banking operations. The acquisition of TCF Financial Corp. likely will result in the closure of Huntington's 198 branch offices, including 97 inside Meijer stores.

The transaction is subject to customary conditions, including (i) approval of the merger and the Charter Amendment by Huntington's shareholders and approval of the merger agreement by TCF's shareholders, (ii) authorization for listing on the Nasdaq stock market of the shares of Huntington common stock and new Huntington preferred stock to be issued in the merger, subject to official notice of issuance, (iii) the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, (iv) effectiveness of the registration statement on Form S-4 for the Huntington common stock and the new Huntington preferred stock to be issued in the merger, and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement illegal. Each party's obligation to complete the merger is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its obligations under the merger agreement and (c) merger must qualify under the Section 368(a) of the Internal Revenue Code of 1986, as amended. The transaction has been unanimously approved by the Boards of Directors of both Huntington Bancshares and TCF Financial. The Huntington Board of Directors unanimously recommends that holders of Huntington common stock to vote for the transaction. As of May 25, 2021, U.S. Department of Justice's Antitrust Division approved the transaction and the transaction was approved by the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, with input from the United States Department of Justice's Antitrust Division and the transaction now is expected to complete on or around June 9, 2021. Huntington expects the transaction to be 18% accretive to earnings per share in 2022, assuming the fully phased-in transaction cost synergies. Goldman Sachs & Co. LLC acted as financial advisor and . Edward D. Herlihy and Jacob A. Kling of Wachtell, Lipton, Rosen & Katz acted as legal advisor to Huntington. Keefe, Bruyette & Woods acted as financial advisor to TCF. Adam Cohen, David Rubinsky, Alisa Tschorke, Lee A. Meyerson and Sebastian Tiller of Simpson Thacher & Bartlett LLP acted as legal advisor to TCF. KPMG LLP acted as accountant for TCF. Piper Sandler & Co. acted as legal advisor to Huntington and TCF.

Huntington Bancshares Incorporated (NasdaqGS:HBAN) completed the acquisition of TCF Financial Corporation (NasdaqGS:TCF) on June 9, 2021. Upon closing of the Merger, the separate existence of TCF ceased. The five former directors of TCF appointed by the board of directors of Huntington to fill the increase in the size of the board of directors of Huntington, in each case effective as of the Effective Time, are as follows: Richard H. King, Barbara L. McQuade, Roger J. Sit, Jeffrey L. Tate and Gary Torgow.