Current Report Filing (8-k)
August 06 2019 - 4:16PM
Edgar (US Regulatory)
HUNTINGTON BANCSHARES INC/MD false 0000049196 0000049196 2019-08-06 2019-08-06 0000049196 us-gaap:SeriesCPreferredStockMember 2019-08-06 2019-08-06 0000049196 us-gaap:SeriesDPreferredStockMember 2019-08-06 2019-08-06 0000049196 us-gaap:CommonStockMember 2019-08-06 2019-08-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 6, 2019
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of registrant as specified in its charter)
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Maryland
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1-34073
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31-0724920
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Registrant’s address: 41 South High Street, Columbus, Ohio 43287
Registrant’s telephone number, including area code: (614)
480-2265
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Class
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Trading Symbol(s)
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Name of exchange on which registered
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5.875% Series C
Non-Cumulative,
perpetual preferred stock
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HBANN
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NASDAQ
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6.250% Series D
Non-Cumulative,
perpetual preferred stock
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HBANO
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NASDAQ
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Common Stock—Par Value $0.01 per Share
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HBAN
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NASDAQ
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 8.01. Other Events
On August 6, 2019, Huntington Bancshares Incorporated (the “Company”) issued and sold $800,000,000 aggregate principal amount of its 2.625% Senior Notes due 2024 (the “Notes”). The Notes were issued pursuant to a Senior Debt Indenture, dated as of July 30, 2019, between the Company and Deutsche Bank Trust Company Americas (the “Trustee”), as amended and supplemented by a First Supplemental Indenture, dated as of August 6, 2019, between the Company and the Trustee (the “First Supplemental Indenture”). The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of July 30, 2019, by and among the Company and, on behalf of themselves and the several underwriters named therein, Goldman Sachs & Co. LLC, BofA Securities, Inc. and Citigroup Global Markets Inc.
The First Supplemental Indenture and the Notes are attached to this Current Report on Form
8-K
as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated into this Item 8.01 by reference. The Underwriting Agreement, the First Supplemental Indenture and the Notes are more fully described in a prospectus supplement, dated July 30, 2019, filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 1, 2019, to the accompanying prospectus filed with the Commission on July 30, 2019, as part of the Company’s Registration Statement on Form
S-3ASR
(File No.
333-232886).
The foregoing descriptions of the First Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to Exhibit 4.1 and Exhibit 4.2, respectively.
This Current Report on Form
8-K
is being filed, in part, for the purpose of filing the documents in connection with the issuance of the Notes and such exhibits are hereby incorporated into the Company’s Registration Statement on Form
S-3ASR
(File No.
333-232886).
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HUNTINGTON BANCSHARES INCORPORATED
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By:
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/s/ Howell D. McCullough III
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Howell D. McCullough III
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Chief Financial Officer
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Date: August 6, 2019
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