Five was a charm for Huntington Bancshares.
The Columbus, Ohio, bank made five offers before FirstMerit in Akron, Ohio, agreed to sell itself in late January.
In the end the $71 billion-asset Huntington had to pledge a fixed amount of cash, and make $55 million in commitments to FirstMerit's employees and three of its important markets, to secure the biggest bank M&A deal so far this year.
Talks began in May when Stephen Steinour, Huntington's chief executive, reached out to FirstMerit CEO Paul Greig. Huntington made an all-stock offer – valued at $24 a share – that promised the $25.5 million-asset FirstMerit three seats on an expanded, 14-member board and the creation of a bank operations center around Akron. The offer also promised to give FirstMerit employees "priority access to Huntington job listings," according to a filing Friday tied to the deal.
FirstMerit's board rejected the offer less than a week later, concerned about the impact selling would have on its employees and the Ohio cities of Akron and Canton.
Huntington was persistent, returning in mid-September with another pitch. A second all-stock offer would have exchanged shares at the same ratio but was valued at $22.61 a share, reflecting a 6% decline in Huntington's stock price compared with May. Huntington also agreed to look for ways to relocate jobs to Akron.
FirstMerit's board permitted Huntington to conduct "limited" due diligence. Huntington reiterated its interest in an all-stock deal on Nov. 11, though the value edged back up to $24.81 a share.
During this time FirstMerit's board considered a number of factors, including the potential for rising interest rates and KeyCorp's Oct. 29 agreement to buy First Niagara Financial Group in Buffalo, N.Y., the filing said. Huntington was said to be in the running at one point for First Niagara, according to multiple news outlets.
Huntington raised the stakes in early December by offering $25.37 a share and promising 20% would be in cash. However, the size of the cash outlay would have varied depending on fluctuations in the value of the companies' stock prices.
The offer also would have granted FirstMerit four of 15 board seats with at least two full terms and a 10-year, $25 million pledge to support communities in Akron and Canton, along with Flint, Mich.
Moreover, Huntington would have established a retention pool for FirstMerit employees, though an amount was not disclosed in the filing made Friday.
A further 8% slide in Huntington's stock price between Dec. 9 and Jan. 12 prompted FirstMerit's board to insist on either an all-stock deal or an offer with a fixed cash consideration based on Huntington's stock price before the late-year swoon.
Huntington made its final pitch on Jan. 19, offering a cash-and-stock deal that featured a fixed $5 in cash for each FirstMerit share. The deal was valued at $21.48 a share. Huntington also committed to a $30 million retention pool for FirstMerit employees to go along with its previous $25 million commitment to Akron, Canton and Flint.
During a Jan. 20 meeting, FirstMerit's investment bank determined that "other third parties would not likely be interested" in buying FirstMerit at that time. The assessment took into account the fact that FirstMerit had contacted three institutions in late 2014 and early 2015 about a deal, but none of those companies had expressed a "substantial interest," the filing said.
Huntington told FirstMerit on Jan. 25 that, after speaking with its regulators, it "saw no significant impediments to obtaining the necessary regulatory approvals."
The $3.4 billion agreement, which valued FirstMerit at $20.14 a share, was announced the next day.
The filing disclosed that Greig, who will not stay with Huntington after the deal is completed, had signed a three-year consulting agreement to provide "strategic advice" for up to 30 hours each month. Greig, who will be paid $1.25 million a year, agreed to a noncompete and nonsolicitation clause that will last three and a half years.