Item 3.03.
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Material Modification to Rights of Security Holders.
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In connection with the Merger, the Company filed articles supplementary to its charter (the “Articles Supplementary”) with the State Department of
Assessments and Taxation of Maryland (the “Maryland Department”), establishing the rights, preferences, privileges, qualifications, restrictions and limitations of the Huntington Series I Preferred Stock. The Articles Supplementary became
effective on June 8, 2021, immediately prior to the Effective Time. At the Effective Time, the Company issued 7,000 shares of Huntington Series I Preferred Stock. The Huntington Series I Preferred Stock is collectively represented by 7,000,000
shares of Huntington Series I Depositary Shares. Each holder of a Huntington Series I Depositary Share will be entitled to the proportional rights of a share of Huntington Series I Preferred Stock represented by the Huntington Series I Depositary
Share. The Huntington Series I Depositary Shares are evidenced by Global Receipts issued under the Deposit Agreement, dated as of September 14, 2017, by and among TCF Financial Corporation, a Delaware corporation (“Legacy TCF”), on the one hand,
and Computershare Trust Company, N.A. and Computershare Inc., jointly as Depositary (the “Depositary”), on the other hand (the “Original Deposit Agreement”), as amended by (i) the First Amendment to Deposit Agreement, dated as of July 31, 2019, by
and among Legacy TCF, TCF, and the Depositary (the “First Amendment to the Deposit Agreement”) and (ii) the Second Amendment to Deposit Agreement, dated as of June 9, 2021, by and among the Company, TCF and the Depositary (the “Second Amendment to
the Deposit Agreement”).
Huntington Series I Preferred Stock ranks, with respect to the payment of dividends and distributions upon liquidation, dissolution or winding-up,
(1) on a parity with (A) the Company’s Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, par value of $0.01 and liquidation value per share of $1,000, (B) the Company’s 5.875% Series C Non-Cumulative Perpetual Preferred Stock, par
value $0.01 per share and liquidation value per share of $1,000, (C) the Company’s 6.250% Series D Non-Cumulative Perpetual Preferred Stock, par value $0.01 and liquidation value per share of $1,000, (D) the Company’s 5.700% Series E
Fixed-to-Floating rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share and liquidation value per share of $100,000, (E) the Company’s 5.625% Series F Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share and
liquidation value per share of $100,000, (F) the Company’s 4.450% series G Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share and liquidation value per share of $100,000 and (G) Huntington’s 4.500% Series H Non-Cumulative Perpetual
Preferred Stock, par value $0.01 per share and liquidation preference of $1,000 (collectively, the “Parity Stock”) and (2) senior to Huntington Common Stock and each other class or series of preferred stock the Company may issue in the future, the
terms of which do not expressly provide that it ranks on a parity with or senior to Huntington Series I Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Company (collectively, the “Junior
Securities”).
Under the terms of Huntington Series I Preferred Stock, with certain limited exceptions, unless full dividends on all outstanding shares of
Huntington Series I Preferred Stock for the then-current dividend period have been declared and paid in full or declared and a sum sufficient for the payment thereof has been set aside, the Company may not (i) declare, pay or set aside dividends
on, or redeem, repurchase or acquire, Huntington Common Stock or other Junior Securities during such dividend period or (ii) repurchase, redeem or acquire Parity Stock during such dividend period.
The foregoing descriptions of the terms of Huntington Series I Preferred Stock and the Huntington Series I Depositary Shares are qualified in their
entirety by reference to the full text of the Articles Supplementary, the Original Deposit Agreement, the First Amendment to the Deposit Agreement, the Second Amendment to the Deposit Agreement, and the Form of Global Receipt, which are included as
Exhibit 3.1, Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively, and are incorporated herein by reference.