COLUMBUS, Ohio, Nov. 3, 2020 /PRNewswire/ -- Huntington
Bancshares Incorporated (Nasdaq: HBAN) (the "Company") today
announced the early results and upsizing of the previously
announced tender offers (the "Tender Offer") to purchase the
applicable aggregate maximum principal amount (each the "Tender
Cap") of its outstanding notes listed in the table below (the
"Notes"). The Company has amended the terms of the Tender Offer to
increase the Tender Cap applicable to the 2.300% Senior Notes due
2022 from $200 million to
$300 million.
As of 5:00 p.m., New York City time, on November 2, 2020 (the "Early Tender Deadline"),
approximately $1.1 billion aggregate
principal amount of Notes were validly tendered and not validly
withdrawn. The table below identifies the principal amount of each
series of Notes validly tendered and not validly withdrawn and the
principal amount the Company has accepted for purchase:
CUSIP
Number
|
Title of
Security
|
Principal
Amount
Outstanding Prior to the
Tender Offer
|
Aggregate
Maximum
Principal Amount
(Tender Cap)
|
Principal
Amount
Tendered (1)
|
Principal
Amount
Accepted for
Purchase
|
Final
Proration
Factor
(2)
|
446150AJ3
|
3.150%
Senior Notes
due 2021
|
$1,000,000,000
|
$200,000,000
|
$531,400,000
|
$200,000,000
|
37.7%
|
446150AK0
|
2.300%
Senior Notes
due 2022
|
$1,000,000,000
|
$300,000,000
|
$553,428,000
|
$299,995,000
|
54.3%
|
(1)
|
As of the Early
Tender Deadline.
|
(2)
|
The final proration
factor has been rounded to the nearest tenth of a percentage point
for presentation
purposes.
|
The amount of each series of Notes accepted for purchase was
determined pursuant to the terms and conditions of the Tender Offer
as set forth in the Offer to Purchase dated October 20, 2020 (the "Offer to Purchase").
Notes not accepted for purchase will be promptly credited to the
account of the registered holder of such Notes with The Depository
Trust Company and otherwise returned in accordance with the Offer
to Purchase.
Holders of Notes validly tendered and not validly withdrawn on
or before the Early Tender Deadline and accepted for purchase will
be eligible to receive the applicable Total Tender Offer
Consideration (as defined in the Offer to Purchase), which includes
an early tender premium of $30.00 per
$1,000 principal amount of Notes. The
applicable Total Tender Offer Consideration will be determined by
reference to a fixed spread specified for such series of Notes over
the yield based on the bid-side price of the applicable U.S.
Treasury Security, as described in the Offer to Purchase. The Total
Tender Offer Consideration will be calculated by the Dealer Manager
(identified below) for the Tender Offer at 10:30 a.m., New York
City time, today, November 3,
2020. All payments for Notes purchased in connection with
the Early Tender Deadline will also include accrued and unpaid
interest on the principal amount of Notes tendered and accepted for
purchase from the last interest payment date applicable to the
relevant series of Notes up to, but excluding, the early settlement
date, which is currently expected to be November 4, 2020. In accordance with the terms of
the Tender Offer, the withdrawal deadline was 5:00 p.m., New York
City time, on November 2,
2020. As a result, tendered Notes may no longer be
withdrawn, except in certain limited circumstances where additional
withdrawal rights are required by law (as determined by the
Company).
Although the Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on November 16,
2020, because holders of Notes subject to the Tender Offer
validly tendered and did not validly withdraw Notes on or before
the Early Tender Deadline in an amount that exceeds the Tender Cap
for each series of Notes, the Company does not expect to accept for
purchase any tenders of Notes after the Early Tender Deadline.
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,
as amended. None of the Company or its affiliates, their respective
boards of directors, the Dealer Manager, 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 $120 billion of
assets and a network of 839 full–service branches, including 11
Private Client Group offices, and 1,330 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,
June 30, 2020 and September 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, June 30, 2020 and September 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