COLUMBUS, Ohio, Aug. 20, 2021 /PRNewswire/ -- Huntington
Bancshares Incorporated ("Huntington") today announced the pricing of
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 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").
The exchange offers will expire at 11:59
p.m. (New York City time)
on September 3, 2021 (as the same may
be extended, the "expiration date"). Holders who validly tender and
do not validly withdraw old notes at or prior to 5:00 p.m. (New York
City time) on August 20, 2021,
unless extended (the "early participation date"), 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"), two business days following
the early participation date. Holders who validly tender and do not
validly withdraw old notes after the early participation date but
at or prior to the expiration date, and whose old notes are
accepted for exchange by Huntington, will receive the total exchange
consideration minus the early participation amount (the "exchange
consideration").
As further described in the offering memorandum, the total
exchange consideration is based upon the discounted value on the
early participation settlement date of the remaining payments of
principal and interest on the old notes through the respective
maturity dates of the old notes, using a yield equal to the sum, as
calculated by the dealer manager of (i) the bid-side yield with
respect to the respective reference U.S. treasury security
identified in the table below, as of 2:00
p.m. (New York City time)
on August 20, 2021, plus (ii) the
applicable fixed spread in basis points set forth in the table
below with respect to each series of old notes, minus accrued and
unpaid interest to, but not including, the applicable settlement
date. The total exchange consideration will be rounded to the
nearest cent per $1,000 principal
amount of old notes.
For each $1,000 principal amount
of old notes tendered and accepted for exchange by Huntington, the total exchange consideration
will be payable in a principal amount of new notes according to the
exchange ratio, as set forth in the offering memorandum. The
exchange ratio means the ratio determined by dividing the total
exchange consideration or the exchange consideration, as
applicable, by the new notes value. The new notes value, as
determined in accordance with the formula set forth in the offering
memorandum, will equal the discounted value on the early
participation settlement date through the reset date of the new
notes, using a yield equal to the sum, as calculated by the dealer
manager, of (i) the bid-side yield with respect to the 1.625% U.S.
treasury (UST) due May 15, 2031 as
displayed on the Bloomberg Government Pricing Monitor Page FIT1
plus (ii) a fixed spread of 117 basis points, minus accrued and
unpaid interest to, but not including, the applicable settlement
date. The new notes value will be rounded to the nearest
cent. Cash in lieu of any fractional portion of new notes will be
paid on the applicable settlement date.
The following table sets forth the total exchange consideration
and exchange consideration for each series of old notes validly
tendered and accepted in the exchange offers, as calculated at
2:00 p.m. (New York City time) on August 20, 2021.
Title of
Series
(CUSIP No.)
|
Issuer/
Obligor
|
Reference
U.S.
Treasury
Security(1)
|
Reference
Yield
|
Fixed
Spread
(Basis
Points)
|
Total
Exchange
Consideration
(2)(3)
|
Exchange
Consideration
(3)
|
New
Notes
Value(4)
|
Payment per
$1,000 of Old
Notes to
Holders
Receiving the
Total
Exchange
Consideration
(2)(3)
|
Payment per
$1,000 of Old
Notes to
Holders
Receiving the
Exchange
Consideration
(3)
|
6.250%
Subordinated
Notes Due 2022
(878055AD4)
|
The Huntington
National Bank
(as successor to TCF
National Bank)
|
0.125% UST
due 07/31/23
|
0.224%
|
+15
|
$1,046.24
|
$1,016.24
|
$1,006.88
|
$1,039.09
|
$1,009.30
|
4.350%
Subordinated
Notes Due 2023
(337915AA0)
|
Huntington Bancshares
Incorporated
(as successor to
FirstMerit Corporation)
|
0.125% UST
due 07/31/23
|
0.224%
|
+25
|
$1,055.73
|
$1,025.73
|
$1,006.88
|
$1,048.52
|
$1,018.72
|
4.600%
Subordinated
Notes Due 2025
(878055AE2)
|
The Huntington
National Bank
(as successor to TCF
National Bank)
|
0.625% UST
due 07/31/26
|
0.783%
|
+30
|
$1,120.75
|
$1,090.75
|
$1,006.88
|
$1,113.09
|
$1,083.30
|
4.270%
Subordinated
Notes Due 2026
(320844PD9)
|
The Huntington
National Bank
(as successor to
FirstMerit Bank, N.A.)
|
0.625% UST
due 07/31/26
|
0.783%
|
+65
|
$1,143.04
|
$1,113.04
|
$1,006.88
|
$1,135.23
|
$1,105.43
|
|
|
|
|
|
|
|
(1)
|
The Reference U.S.
Treasury Security used to determine the total exchange
consideration for the respective old notes as displayed on the
Bloomberg Government Pricing Monitor Page FIT1.
|
(2)
|
Includes the early
participation amount of $30.00 for each $1,000 principal amount of
old notes.
|
(3)
|
To be paid in new
notes per $1,000 principal amount of old notes.
|
(4)
|
The new notes value
is based on a reference yield of 1.239% with respect to the 1.625%
UST due May 15, 2031.
|
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.
Huntington will deliver the new
notes with respect to old notes tendered and accepted after the
early participation date and at or prior to the expiration date and
cash in lieu of fractional new notes promptly following the
expiration date, which is expected to be September 8, 2021, the second business day
following the expiration date.
Old notes tendered may be validly withdrawn at any time at or
prior to 5:00 p.m. (New York City time) on August 20, 2021 (the "withdrawal deadline"),
provided that Huntington may
extend the early participation date without extending the
withdrawal deadline, unless required by law. Old notes tendered
after the withdrawal deadline may not be withdrawn, except where
additional withdrawal rights are required by law (as determined by
Huntington in its sole
discretion).
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. 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.