Core Insights - Huntington Bancshares Incorporated (HBAN) has agreed to acquire Cadence Bank for approximately $7.4 billion in an all-stock transaction, enhancing its strategic presence in the South, particularly in Texas and Mississippi [1][9]. Deal Terms & Financial Details - Cadence shareholders will receive 2.475 shares of Huntington common stock for each share of Cadence, valuing Cadence shares at $39.77 based on Huntington's closing price of $16.07 on October 24, 2025 [2]. - The transaction is expected to be 10% accretive to Huntington's earnings per share, mildly dilutive to regulatory capital at close, and 7% dilutive to tangible book value per share, with an earn-back period of about three years [3]. Strategic Rationale - The acquisition is a significant step in Huntington's long-term strategy to build a nationwide, customer-centered banking franchise focused on high-growth markets [5]. - The deal expands Huntington's footprint in high-growth markets, including major metropolitan areas such as Houston, Dallas, and Atlanta, positioning the combined company as a top player in several states [7][9]. Market Position & Expansion - Post-acquisition, Huntington will rank fifth by deposit market share in both Dallas and Houston, and eighth in Texas overall, while also becoming a top-10 bank in Alabama and Arkansas by deposits [6]. - The merger will extend Huntington's franchise to 21 states and establish a strategic presence in 12 of the 25 largest U.S. metropolitan areas, including six of the ten fastest-growing regions [7][9]. Recent Expansion Efforts - Huntington has been actively expanding its presence in Texas and other high-growth regions through targeted mergers, including a recent acquisition of Veritex Holdings, Inc. [8]. - The company has also broadened its middle-market banking presence in Texas and introduced new verticals to enhance its service offerings [11][12]. Performance Metrics - Over the past six months, Huntington's shares have increased by 6.8%, outperforming the industry's growth of 5.3% [13].

Core Viewpoint - Huntington Bancshares is acquiring Cadence Bank for $7.4 billion in an all-stock deal, marking a significant move in the regional banking sector [1][4][6] Group 1: Acquisition Details - The acquisition will provide Cadence investors with 2.475 shares of Huntington stock for each share they own, valuing Cadence shares at $39.77, which is a 9% premium over its previous closing price [3] - The deal is expected to close in the first quarter of 2026 [3] Group 2: Strategic Significance - This acquisition will enhance Huntington's presence in key markets, particularly in Texas, Mississippi, Alabama, and Arkansas, making it the largest bank in Mississippi and a top 10 bank in Alabama and Arkansas by deposits [4][5] - Following the merger, Huntington will operate in 21 states and cover 12 of the top 25 metropolitan statistical areas in the U.S., indicating a substantial expansion of its market footprint [5] Group 3: Market Reaction - Following the announcement, shares of Cadence Bank rose approximately 3%, while Huntington's shares fell by 4% [1][6] - Year-to-date, Cadence Bank shares have increased by 10%, whereas Huntington Bancshares shares have decreased by 4% [6]

Core Insights - Huntington Bank is targeting approximately $365 million in pre-tax cost synergies from its integration with Cadence Bank, aiming for a 30% reduction in non-interest expenses by 2027 [2][3] - The integration process is described as well-mapped and highly confident, with no branch closures planned, indicating a transformational opportunity for the combined entity [3][4] - The acquisition of Cadence, alongside the recent acquisition of Veritex, positions Huntington Bank strongly in Texas, where it aims to capture significant market share [5][8] Company Strategy - The integration of Cadence and Veritex is expected to enhance Huntington Bank's footprint in Texas, specifically in Dallas and Houston, where it will rank fifth in market share [8][9] - The company is focused on organic growth, having achieved record growth in the third quarter and maintaining optimism for continued growth into the next year [7][9] - Huntington Bank is already the number one SBA lender in Texas, with $5 billion in loans, and aims to leverage this position for further economic growth [13][14] Industry Outlook - The current administration is seen as constructive for business generation, suggesting a potential increase in mergers and acquisitions within the banking industry, though not expected to lead to a flood of activity [10][11] - The appeal of expanding in Texas is attributed to significant population migration and economic growth, positioning Huntington Bank favorably in a rapidly growing market [12][13]

Core Insights - Huntington Bancshares is acquiring Cadence Bank for $7.4 billion, marking a significant move in the banking sector as consolidation becomes more viable for banks under pressure [1][2] - The acquisition will increase Huntington's assets to approximately $276 billion and enhance its status among "super-regional" banks, facilitating its expansion into southern markets where Cadence operates [2][3] Industry Context - The banking sector is experiencing a wave of regional and community bank consolidations, driven by the need to compete with larger institutions like JPMorgan Chase and Bank of America [3][4] - The regulatory environment is perceived as favorable for such consolidations, with recent multibillion-dollar deals indicating a trend towards increased mergers and acquisitions in the banking industry [3][4] Recent Transactions - Other notable recent deals include Fifth Third Bancorp's acquisition of Comerica for $10.9 billion and PNC's $4.1 billion acquisition of FirstBank [4] - Additionally, FNBO's acquisition of Country Club Bank was completed recently, further illustrating the trend of consolidation among banks [5] Regulatory Environment - The Federal Deposit Insurance Corporation (FDIC) is facing a shortage of bank examiners, which could impact the regulatory landscape and the pace of bank consolidations [5][6] - The FDIC's Office of Inspector General has acknowledged the potential effects of a hiring freeze and restructuring on oversight capabilities, which may influence the timing and execution of future bank mergers [6][7]

Core Points - Huntington Bank (HBAN.US) has agreed to acquire Cadence Bank (CADE.US) for $7.4 billion, marking its second significant acquisition this year aimed at expanding its operations in the southern and southeastern states [1][2] - The acquisition will increase Huntington Bank's footprint to 21 states, adding over 390 Cadence Bank branches and elevating its market share in rapidly growing metropolitan areas like Dallas and Houston to fifth place, while ranking first in Mississippi [1][3] - The deal is part of a broader trend among regional banks in the U.S. as regulatory barriers to consolidation have eased, with other recent significant transactions including Fifth Third Bank's $10.9 billion acquisition of Comerica and PNC Financial Services' $4.1 billion acquisition of First Bank Holding Company [1] Financial Details - Huntington Bank will pay $39.77 per share for Cadence Bank, representing a 9% premium over Cadence's closing price on October 25 [2] - The transaction is expected to dilute Huntington Bank's tangible book value per share by 7% [2] - Following the acquisition, Huntington Bank's total assets will increase to $276 billion, surpassing a critical regulatory threshold that imposes stricter capital, liquidity, and compliance requirements [2] Strategic Expansion - The acquisition will accelerate Huntington Bank's expansion in southeastern states, including Georgia, Tennessee, and Florida, with the combined entity expected to operate approximately 1,450 branches across 21 states, reaching 56% of the U.S. population [3] - The transaction is anticipated to close in the first quarter of 2026, pending regulatory and shareholder approvals [3] - During due diligence, Huntington Bank reviewed over 80% of Cadence Bank's loan portfolio, assessing credit quality and risk policies [3] - Cadence Bank's team and branches will operate under the Huntington Bank brand, with Cadence's CEO joining Huntington's board as a non-executive vice chairman [3]

Summary of Huntington Bancshares Conference Call Company Overview - **Company**: Huntington Bancshares (NasdaqGS: HBAN) - **Event**: M&A Announcement regarding the partnership with Cadence - **Date**: October 27, 2025 Key Points Industry Context - Huntington Bancshares is positioning itself as a significant player in the banking industry, particularly in high-growth markets such as Texas and the South, through strategic mergers and acquisitions [3][4][5]. Partnership with Cadence - The partnership with Cadence is a strategic milestone, making Huntington the 10th largest bank in the U.S. with a strong presence in core and high-growth markets [3][4]. - Cadence has over 390 branches and 1 million customers, enhancing Huntington's footprint across 21 states and increasing its market penetration [4][5]. - The combination is expected to yield significant cost synergies, enhancing Huntington's return on capital [4][8]. Financial Metrics - The transaction is valued at $7.4 billion, with a pro forma ownership split of 77% Huntington and 23% Cadence [21]. - Expected accretion to 2027 earnings per share (EPS) is approximately 10%, with a projected return on tangible common equity (ROTCE) increase of 200 basis points to 18-19% [8][21]. - The deal is structured as an all-stock transaction, with Cadence shareholders receiving 2.475 Huntington shares for each Cadence share [21]. Growth Strategy - Huntington aims to drive organic growth through its differentiated operating model, which has proven successful in various markets [12][25]. - The partnership is expected to unlock significant growth opportunities in Texas, particularly in the Texaplex region, which is projected to lead U.S. population growth [17][18]. - The combined organization will have a strong presence in key markets, including Houston and Dallas, where it will rank among the top five banks by deposits [18][19]. Integration and Synergies - The integration process is well-planned, with a focus on maintaining local leadership and preserving customer relationships [11][54]. - Huntington has identified $365 million in pre-tax cost synergies, representing 30% of Cadence's forecasted 2027 cash non-interest expense [24]. - The company expects to realize 75% of these synergies in 2026, with full run rate in 2027 [24]. Cultural Alignment - There is a strong cultural alignment between Huntington and Cadence, both emphasizing customer service and community engagement [20][43]. - The leadership teams from both organizations have engaged in extensive planning to ensure a smooth integration process [9][11]. Market Outlook - The partnership enhances Huntington's ability to compete in attractive markets, with a focus on delivering value to shareholders, customers, and communities [28][29]. - The company is optimistic about growth in both Texas and other high-growth areas such as the Carolinas and Florida [50][51]. Conclusion - Huntington Bancshares is poised for significant growth and enhanced market presence through its strategic partnership with Cadence, focusing on operational efficiency, cultural alignment, and strong financial returns [28][63].

Group 1 - Huntington Bancshares announced a definitive agreement to acquire Cadence Bank for $7.4 million, marking a significant move in the regional bank consolidation trend [1] - The acquisition highlights Huntington Bancshares' strategy to expand its footprint in the banking sector, particularly in the southeastern United States where Cadence Bank operates [1] - The deal is part of a broader trend of regional banks consolidating to enhance their competitive positioning and operational efficiencies [1] Group 2 - Huntington Bancshares has shown improved relative strength in its stock performance, earning an upgrade to its IBD Relative Strength Rating [3] - Despite the upgrade, Huntington Bancshares is still below key performance benchmarks, indicating potential for further growth [3] - The company is recognized for its rising relative price performance, suggesting positive market sentiment and investor interest [3]

Partnering with Cadence to Create a Premier Regional Franchise October 27, 2025 Disclaimer CAUTION REGARDING FORWARD-LOOKING STATEMENTS The information contained or incorporated by reference into this presentation may contain for ward-lookino statements, including, but notlimited to, esetain plains, excep about the benefits of the proposed transaction, the plans, colyectives, expectations and intentions of Huntington Bencshares Incroporated/ ("Huntinqton") and Cadence Bank ( oompletion of the transaction, a ...

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the merger between Huntington Bancshares Incorporated and Cadence Bank for Huntington shareholders [1][2]. Group 1: Investigation Details - The investigation focuses on whether Huntington and its board violated federal securities laws and breached fiduciary duties by not obtaining the best possible consideration for shareholders and failing to disclose all material information necessary for assessing the merger [2]. - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other relief related to the proposed transaction [3]. Group 2: Legal Representation - Halper Sadeh LLC represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4].

Mergers and Acquisitions - Huntington Bancshares 已达成协议，将以 74 亿美元收购 Cadence Bank [1] - 该交易表明，在行业整合压力下，贷款机构的并购交易正在恢复 [1]