COLUMBUS, Ohio, Oct. 20, 2020 /PRNewswire/ -- Huntington
Bancshares Incorporated (Nasdaq: HBAN) today announced that it has
commenced cash tender offers (the "Tender Offer") to purchase up to
the applicable aggregate maximum principal amount (each the "Tender
Cap") of its outstanding notes listed in the table below (the
"Notes").
The terms and conditions of the Tender Offer are described in an
Offer to Purchase dated October 20,
2020 (the "Offer to Purchase"). Each Tender Offer is
subject to the satisfaction of certain conditions as set forth in
the Offer to Purchase. Capitalized terms used in this press release
and not defined herein have the meanings given to them in the Offer
to Purchase.
CUSIP
Number
|
Title of
Security
|
Par Call
Date
|
Aggregate
Principal Amount Outstanding
|
Aggregate Maximum
Principal Amount (Tender Cap)
|
Early Tender
Premium
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page
|
Fixed Spread
(basis points)
|
446150AJ3
|
3.150% Senior Notes
due 2021
|
02/14/2021
|
$1,000,000,000
|
$200,000,000
|
$30
|
0.125% due
9/30/22
|
PX1
|
5 bps
|
446150AK0
|
2.300% Senior Notes
due 2022
|
12/14/2021
|
$1,000,000,000
|
$200,000,000
|
$30
|
0.125% due
9/30/22
|
PX1
|
10 bps
|
We will only accept for purchase Notes of a series in an
aggregate principal amount up to the applicable Tender Cap. The
Tender Offer is not conditioned upon any minimum amount of either
series of Notes being tendered. We reserve the right, but are under
no obligation, to increase, decrease or eliminate any Tender Cap
with respect to any series of Notes at any time, subject to
applicable law, which could result in our purchasing a greater
aggregate principal amount of Notes. The Tender Offer will expire
at 11:59 p.m., New York City time, on November 16, 2020, unless extended (such date and
time, as the same may be extended, the "Expiration Date") or
earlier terminated. To receive the applicable Total Tender Offer
Consideration, which includes the Early Tender Premium of
$30.00 per $1,000 principal amount of Notes for each series
as set forth above, holders of Notes subject to the Tender
Offer must validly tender and not validly withdraw their Notes on
or before the Early Tender Deadline, which is 5:00 p.m., New York
City time, on November 2,
2020, unless extended. Holders of Notes subject to the
Tender Offer who validly tender their Notes after the Early Tender
Deadline and on or before the Expiration Date and whose Notes are
accepted for purchase will receive the applicable Late Tender Offer
Consideration.
The applicable Total Tender Offer Consideration for each
$1,000 in principal amount of Notes
tendered and accepted for payment pursuant to the Tender Offer will
be determined in the manner described in the Offer to Purchase. The
consideration will be determined by reference to a fixed spread
specified for such series of Notes over the reference yield based
on the bid-side price of the applicable Reference U.S. Treasury
Security specified in the table above, as fully described in the
Offer to Purchase. The consideration will be calculated by the
Dealer Managers for the Tender Offer at 10:30 a.m., New York
City time, on the business day immediately following the
Early Tender Deadline, unless extended (such date and time, as the
same may be extended, the "Price Determination Date"). The Price
Determination Date is expected to be November 3, 2020. The Late Tender Offer
Consideration is the applicable Total Tender Offer Consideration
minus the applicable Early Tender Premium for each series of Notes
as set forth in the table above.
In addition to the applicable Total Tender Offer Consideration
or applicable Late Tender Offer Consideration, as the case may be,
accrued and unpaid interest up to, but not including, the
applicable Settlement Date will be paid in cash on all validly
tendered Notes accepted for purchase in the Tender Offer. The
purchase price plus accrued and unpaid interest for Notes that are
validly tendered and not validly withdrawn on or before the Early
Tender Deadline and accepted for purchase will be paid by the
Company in same day funds promptly following the Early Tender
Deadline (the "Early Settlement Date"). The Company expects that
the Early Settlement Date will be November
4, 2020, the first business day after the Price
Determination Date. The purchase price plus accrued and unpaid
interest for Notes that are validly tendered after the Early Tender
Deadline and on or before the Expiration Date and accepted for
purchase will be paid by the Company in same day funds promptly
following the Expiration Date (the "Final Settlement Date"). The
Company expects that the Final Settlement Date will be November 18, 2020, the second business day after
the Expiration Date. No tenders will be valid if submitted after
the Expiration Date. If the Company purchases the Tender Cap for a
series of Notes on the Early Settlement Date, Holders who validly
tender Notes of that series after the Early Tender Deadline but on
or before the Expiration Date will not have any of their Notes
accepted for payment, absent any subsequent increase to the
applicable Tender Cap. Holders of Notes subject to the Tender Offer
who validly tender their Notes on or before the Early Tender
Deadline may not withdraw their Notes after 5:00 p.m., New York
City time, on November 2,
2020, unless extended (such date and time, as the same may
be extended, the "Withdrawal Deadline"), except in the limited
circumstances described in the Offer to Purchase. Holders of Notes
subject to the Tender Offer who validly tender their Notes after
the Withdrawal Deadline but on or before the Expiration Date may
not withdraw their Notes except in the limited circumstances
described in the Offer to Purchase.
The Company intends to use one or more of the following sources
to provide the total amount of funds required to purchase the Notes
sought pursuant to the Tender Offer, to pay all accrued and unpaid
interest on the Notes, and to pay all fees and expenses in
connection therewith: cash, cash equivalents and other available
cash resources.
Credit Suisse Securities (USA)
LLC is the Dealer Manager for the Tender Offer. Global Bondholder
Services Corporation is the Tender Agent and Information Agent.
Persons with questions regarding the Tender Offer should contact
Credit Suisse Securities (USA) LLC
at (U.S. toll-free) (800) 820-1653. Requests for copies of the
Offer to Purchase should be directed to Global Bondholder Services
Corporation at (toll-free) (866) 470-3800 or by email to
contact@gbsc-usa.com. Questions regarding the tendering of Notes
may be directed to Global Bondholder Services Corporation at
(toll-free) (866) 470-3800 or by email to contact@gbsc-usa.com.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The Tender Offer is
made only by the Offer to Purchase and the information in this
press release is qualified by reference to the Offer to Purchase
dated October 20, 2020. None of the
Company or its affiliates, their respective boards of directors,
the Dealer Managers, the Tender Agent, the Information Agent or the
trustees with respect to any Notes is making any recommendation as
to whether holders should tender any Notes in response to the
Tender Offer, and neither the Company nor any such other person has
authorized any person to make any such recommendation. Holders must
make their own decision as to whether to tender any of their Notes,
and, if so, the principal amount of Notes to tender.
About Huntington
Huntington Bancshares
Incorporated is a regional bank holding company headquartered in
Columbus, Ohio, with $118 billion of assets and a network of 839
full-service branches, including 12 Private Client Group offices,
and 1,344 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.
This press release contains certain forward-looking statements,
including, but not limited to, certain plans, expectations, goals,
projections, and statements, which are not historical facts and 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, socio-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, financial condition, liquidity, and
results of operations; 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 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; and other factors that may affect
our future results. Additional factors that could cause results to
differ materially from those described above can be found in our
2019 Annual Report on Form 10-K and our Quarterly Reports on Form
10-Q for the quarters ended March 31,
2020 and June 30, 2020 and the
documents subsequently filed by us with the SEC. We assume no
obligation to update any forward-looking statements. The foregoing
list of factors is not exhaustive. For discussion of these and
other factors that may cause actual results to differ from
expectations, look under the captions "Forward-Looking Statements"
and "Risk Factors" of our Annual Report on Form 10-K for the year
ended December 31, 2019 and Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2020 and June
30, 2020, as filed 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. We do
not assume 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. Please carefully review and consider
the various disclosures made in this document and in our other
reports filed with the SEC for more information about the risks and
other factors that may affect our business, results of operations,
financial condition or prospects.
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SOURCE Huntington Bancshares Incorporated