PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 30, 2019)
Huntington Bancshares Incorporated
500,000 Depositary Shares, Each Representing a 1/100th Interest in a Share of
5.625% Series F Non-Cumulative Perpetual Preferred Stock
Huntington Bancshares Incorporated is offering 500,000 depositary shares, each representing a
1/100th ownership interest in a share of 5.625% Series F Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference
of $100,000 per share (equivalent to $1,000 per depositary share) (the Preferred Stock). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Preferred Stock (including dividend,
voting, redemption, liquidation and other rights). You must exercise such rights through Computershare Trust Company, N.A. and Computershare Inc., jointly as the depositary for the shares of the Preferred Stock.
Dividends on the Preferred Stock will be payable when, as and if authorized by our board of directors or a duly authorized committee of our
board of directors and declared by us out of legally available funds. From the issue date to, but excluding, October 15, 2030, dividends on the Preferred Stock will accrue on a non-cumulative basis at a
rate of 5.625% per annum on the liquidation preference of $100,000 per share, payable quarterly, in arrears, on the fifteenth day of each January, April, July and October, commencing on October 15, 2020 and ending on July 15, 2030. From
and including July 15, 2030, for each reset period, dividends on the Preferred Stock will accrue on a non-cumulative basis at the ten-year treasury rate as of the
most recent reset dividend determination date (as defined elsewhere in this prospectus supplement) plus 4.945% for each reset period on the liquidation preference of $100,000 per share, payable quarterly, in arrears, on the fifteenth day of each
January, April, July and October, commencing on October 15, 2030.
Dividends on the Preferred Stock will be non-cumulative. If for any reason our board of directors or a duly authorized committee of our board of directors does not authorize and we do not declare full cash dividends on the Preferred Stock for a dividend
period, we will have no obligation to pay any unpaid dividends for that period, whether or not our board of directors or a duly authorized committee of our board authorizes and we declare dividends on the Preferred Stock for any subsequent dividend
period. However, with certain limited exceptions, if we have not declared and paid or set aside for payment full dividends on the Preferred Stock for any dividend period, we may not declare or pay dividends on, or redeem, purchase or acquire, our
common stock or other junior securities during the next succeeding dividend period.
The Preferred Stock is perpetual and has no maturity
date. We may redeem the Preferred Stock at our option, (i) in whole or in part, from time to time, on any dividend payment date on or after July 15, 2030 or (ii) in whole but not in part, within 90 days following a regulatory capital
treatment event (as defined herein), in each case, at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends and, in the case of a redemption following a regulatory capital
treatment event, the pro-rated portion of dividends, whether or not declared, for the dividend period in which such redemption occurs. If we redeem the Preferred Stock, the depositary will redeem a
proportional number of depositary shares. Neither the holders of Preferred Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Preferred Stock or the depositary shares. Any redemption of the
Preferred Stock is subject to our receipt of any required prior approval by the Board of Governors of the Federal Reserve System or other successor regulatory authority (the Federal Reserve).
The Preferred Stock will not have any voting rights, except as set forth under Description of the Preferred StockVoting Rights
on page S-18.
The depositary shares are a new issue of securities with no established trading
market. We do not intend to apply for listing of the depositary shares on any securities exchange or for inclusion of the depositary shares in any automated dealer quotation system.
Investing in the depositary shares involves risks. See Risk Factors beginning on page S-6 of this prospectus supplement and in Item 1-ARisk Factors of our Annual Report on Form 10-K for the year ended
December 31, 2019 and of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the U.S. Securities and Exchange Commission (the SEC) to read about factors you
should consider before investing in the depositary shares.
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Price to Public(1)
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Underwriting
Discount
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Proceeds, Before
Expenses, to
Huntington
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Per Depositary Share
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$
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1,000.00
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$
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10.00
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$
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990.00
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Total
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$
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500,000,000.00
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$
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5,000,000.00
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$
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495,000,000.00
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(1)
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The price to the public does not include dividends, if any, that may be declared. Dividends, if declared, will
accrue from the date of initial issuance, which is expected to be June 3, 2020.
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None of the Securities and Exchange
Commission, any state securities commission, the Federal Deposit Insurance Corporation, the Federal Reserve nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The depositary shares are not savings
accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
The underwriters expect to deliver the depositary shares in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about June 3, 2020.
Our affiliates may use this prospectus supplement and the accompanying prospectus in connection with offers and sales of the depositary shares
in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary market sales will be made at prices related to market prices at the time of sale.
Joint Book-Running Managers
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BofA Securities
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Citigroup
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Goldman Sachs & Co. LLC
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UBS Investment Bank
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Huntington Capital Markets
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Co-Managers
Prospectus Supplement dated May 27, 2020