COLUMBUS, Ohio, Aug. 23, 2021 /PRNewswire/ -- Huntington
Bancshares Incorporated ("Huntington") today announced that it is
extending the early participation date for its series of private
exchange offers (the "exchange offers") to certain eligible holders
to exchange Huntington's 4.350%
Subordinated Notes due 2023 and The Huntington National Bank's
6.250% Subordinated Notes due 2022, 4.600% Subordinated Notes due
2025 and 4.270% Subordinated Notes due 2026 (collectively, the "old
notes") for Huntington's 2.487%
Fixed-to-Fixed Rate Subordinated Notes due 2036 (the "new
notes"). The new notes offered are expected to be a further
issuance of, and will be in addition to, the 2.487% Fixed-to-Fixed
Rate Subordinated Notes due 2036 (the "original notes") that
Huntington issued for cash on
August 16, 2021, in the aggregate
principal amount of $500
million. The early participation date was extended
from 5:00 p.m. (New York City time) on August 20, 2021 to 11:59
p.m. (New York City time)
on September 3, 2021, the time and
date the offer expires (the "extended early participation date,"
or, the "expiration date"). The exchange offers are being
conducted on the terms and subject to the conditions set forth in a
confidential offering memorandum dated August 9, 2021 (the "offering memorandum").
Holders who validly tendered and did not validly withdraw old
notes at or prior to 5:00 p.m.
(New York City time) on
August 20, 2021, and whose tenders
are accepted for exchange by Huntington, will receive the total exchange
consideration (which includes an early participation amount of
$30) for each $1,000 principal amount of old notes, as
determined in accordance with the formula set forth in the offering
memorandum, on the early participation settlement date, which is
expected to be August 24, 2021 (the
"early participation settlement date"). Holders who validly
tender old notes after 5:00 p.m.
(New York City time) on
August 20, 2021, but at or prior to
the expiration date, and whose old notes are accepted for exchange
by Huntington, will now also
receive the total exchange consideration (which includes an early
participation amount of $30). The
final settlement date for old notes validly tendered after
5:00 p.m. (New York City time) on August 20, 2021, but prior to the expiration
date, is expected to be September 8,
2021, which is the second business day after the expiration
date. The withdrawal date was not extended and any old notes
validly tendered may no longer be validly withdrawn. All
other terms and conditions of the exchange offers remain
unchanged.
In addition, Huntington
announced results as of 5:00 p.m.
(New York City time) on
August 20, 2021. According to
Global Bondholder Services Corporation, the exchange agent for the
exchange offers, the aggregate principal amount of each series of
the old notes validly tendered and not withdrawn in the exchange
offers is specified in the table below, resulting in the issuance
of approximately $60 million in
aggregate principal amount of new notes expected to be issued on
the early participation settlement date.
CUSIP
No.
|
Title of
Series
|
Issuer/Obligor
|
Outstanding
Principal
Amount at
Commencement of the
Exchange Offer
|
Principal
Amount
Tendered as of the
Early Participation
Date
|
Payment per
$1,000 of Old
Notes to Holders
Receiving the Total
Exchange
Consideration(1)(2)
|
878055AD4
|
6.250% Subordinated
Notes Due 2022
|
The Huntington
National Bank
(as successor
to
TCF National
Bank)
|
$110,000,000
|
$0
|
$1,039.09
|
337915AA0
|
4.350% Subordinated
Notes Due 2023
|
Huntington Bancshares
Incorporated
(as successor
to
FirstMerit
Corporation)
|
$250,000,000
|
$24,373,000
|
$1,048.52
|
878055AE2
|
4.600% Subordinated
Notes Due 2025
|
The Huntington
National Bank
(as successor
to
TCF National
Bank)
|
$150,000,000
|
$20,300,000
|
$1,113.09
|
320844PD9
|
4.270% Subordinated
Notes Due 2026
|
The Huntington
National Bank
(as successor
to
FirstMerit Bank,
N.A.)
|
$250,000,000
|
$10,527,000
|
$1,135.23
|
|
|
|
|
(1)
|
Includes the early
participation amount of $30.00 for each $1,000 principal amount of
old notes.
|
(2)
|
To be paid in new
notes per $1,000 principal amount of old notes.
|
Although participants in the exchange offers will not hold new
notes prior to the applicable settlement date, the first interest
payment on the new notes will include the interest accrued from the
issuance date of the original notes to the applicable settlement
date. Further, each holder whose old notes are accepted for
exchange by Huntington will
receive a cash payment on the applicable settlement date
representing interest, if any, that has accrued from the most
recent interest payment date in respect of the applicable series of
old notes, which, in the case of the 4.600% Subordinated Notes due
2025, is subject to Huntington's
obligation to pay interest on the applicable interest payment date
in accordance with the applicable DTC procedures, up to, but not
including, the applicable settlement date, reduced (but not below
zero) by the interest accrued on the new notes up to, but not
including, the applicable settlement date. Cash in lieu of
any fractional portions of new notes will also be paid on the
applicable settlement date.
Only holders who have duly completed and submitted an
eligibility letter (which may be found at
https://gbsc-usa.com/eligibility/huntington/) will be authorized to
receive the offering memorandum and participate in the exchange
offers. The eligibility letter will include certifications that the
holders are a "qualified institutional buyer" as defined in Rule
144A under the Securities Act of 1933, as amended (the "Securities
Act").
Consummation of the exchange offers is subject to a number of
conditions as set forth in the confidential offering memorandum
relating to the exchange offers (including that any new notes
issued on the final settlement date will be fungible with the
original notes). None of Huntington, The Huntington National Bank,
their boards of directors or the dealer manager makes any
recommendation as to whether or not the holders of the old notes
should exchange their old notes in the exchange offers.
If and when issued, the new notes will not be registered under
the Securities Act or any state securities laws. Therefore, the new
notes may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and any
applicable state securities laws. Huntington has entered into a registration
rights agreement with respect to the new notes and the original
notes.
Global Bondholder Services Corp. is acting as the information
agent and the exchange agent for the exchange offers. Questions or
requests for assistance related to the exchange offers or for
additional copies of the offering memorandum may be directed to
Global Bondholder Services Corp. at (866) 924-2200 (toll free) or
(212) 430-3774 (collect) or contact@gbsc-usa.com (email). You may
also contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the exchange offers.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any old notes or new notes. These exchange offers
are being made solely pursuant to the offering memorandum. The
exchange offers are not being made to holders of old notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or
blue sky laws require the exchange offers to be made by a licensed
broker or dealer, the exchange offers will be deemed to be made on
behalf of Huntington by the dealer
manager or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
About Huntington
Huntington Bancshares Incorporated (Nasdaq: HBAN) is a
$175 billion asset regional bank
holding company headquartered in Columbus, Ohio. Founded in 1866, The
Huntington National Bank and its affiliates provide consumers,
small and middle–market businesses, corporations, municipalities,
and other organizations with a comprehensive suite of banking,
payments, wealth management, and risk management products and
services. Huntington operates more
than 1,200 branches in 12 states, with certain businesses operating
in extended geographies.
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.
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 Inc.