Huntington Bancshares Incorporated ("we,” "us,” or the "Corporation”)
(NASDAQ: HBAN) has announced that it has commenced an offer to exchange
up to $300 million in liquidation preference of depositary shares (the
"Depositary Shares") representing a proportional interest in its
Floating Rate Series B Non-Cumulative Perpetual Preferred Stock with a
liquidation preference of $1,000 per share (the "Preferred Stock”) and,
in certain cases, an additional amount of cash consideration, for up to
$300 million in liquidation preference of the issued and outstanding
Trust Preferred Securities referred to below (the "Exchange Offer”). The
Exchange Offer will expire at 11:59 P.M., New York City time, on
December 27, 2011, unless extended or earlier terminated by us, the
"Expiration Date.” In order to receive the Total Exchange Consideration
set forth in the table below, holders must tender by 5:00 P.M., New York
City time, on December 12, 2011 (unless extended or earlier terminated
by us, the "Early Exchange Deadline”).
For each Trust Preferred Security tendered on or prior to the Early
Exchange Deadline that we accept for exchange in accordance with the
terms of the Exchange Offer, we will issue a number of depositary shares
representing a 1/40th interest in a share of Preferred Stock
with the equivalent liquidation preference to the Trust Preferred
Security being accepted for exchange and, for certain series of Trust
Preferred Securities, an additional amount of cash consideration, as set
forth in the table below.
The Exchange Offer will be conducted in accordance with the assigned
Acceptance Priority Levels, as described in the table below, and subject
to prorationing. All Trust Preferred Securities with Acceptance Priority
Level 1 that are tendered for exchange prior to the Expiration Date will
be accepted for exchange, subject to the satisfaction or waiver of all
the conditions to the Exchange Offer. The Acceptance Priority Levels and
total consideration being offered for each series of Trust Preferred
Securities are set forth in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
|
|
|
Title and Issuer of Securities
|
|
|
|
Acceptance Priority Level
|
|
|
|
Aggregate Liquidation Amount Outstanding
|
|
|
|
Total Exchange Consideration(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation Preference Underlying New Depositary Shares(2)
|
|
|
|
Cash Payment(3)
|
|
446283AA1; 446283AD5
|
|
|
Huntington Capital I Floating Rate Capital Securities
|
|
|
|
1
|
|
|
|
$132,630,000
|
|
|
|
$1,000
|
|
|
|
$0
|
|
446284AA9
|
|
|
Huntington Capital II Floating Rate Capital Securities
|
|
|
|
1
|
|
|
|
$52,000,000
|
|
|
|
$1,000
|
|
|
|
$0
|
|
830818AA8
|
|
|
Sky Financial Capital Trust III Floating Rate Capital Securities
|
|
|
|
1
|
|
|
|
$75,000,000
|
|
|
|
$1,000
|
|
|
|
$50
|
|
830820AA4
|
|
|
Sky Financial Capital Trust IV Floating Rate Capital Securities
|
|
|
|
2
|
|
|
|
$75,000,000
|
|
|
|
$1,000
|
|
|
|
$50
|
|
______________________
|
|
(1)
|
|
Per $1,000 liquidation amount of Trust Preferred Securities tendered
before the Early Exchange Deadline and accepted for exchange.
|
|
(2)
|
|
Includes $50 in incremental liquidation preference underlying
Depositary Shares that will be issued only for Trust Preferred
Securities tendered before the Early Exchange Deadline and accepted
for exchange. We call this incremental liquidation preference the
"Early Exchange Premium.”
|
|
(3)
|
|
In addition to the cash payment, we will pay accumulated and unpaid
distributions on exchanged Trust Preferred Securities up to but
excluding the date of settlement of the Exchange Offer.
|
|
|
|
|
Trust Preferred Securities tendered for exchange after the Early
Exchange Deadline will not be eligible to receive the Early Exchange
Premium, which is $50 in liquidation preference of Depositary Shares (or
two Depositary Shares), and will receive $950 in liquidation preference
of Depositary Shares for each $1,000 in liquidation preference of Trust
Preferred Securities tendered.
We will pay dividends on the Preferred Stock when, as, and if declared
by our board or a duly authorized committee of the board. Dividends will
accrue and be payable from the date of settlement of the Exchange Offer
at a floating rate equal to three-month LIBOR plus a spread of 2.70% per
annum, payable quarterly, in arrears, on January 15, April 15, July 15
and October 15 of each year up to the date of redemption, commencing on
January 15, 2012. Dividends will not be cumulative. Upon payment of any
dividends on the Preferred Stock, holders of depositary shares will
receive a proportionate payment.
The complete terms and conditions of the Exchange Offer are set forth in
the prospectus and letter of transmittal being sent to holders of the
Trust Preferred Securities. Holders are urged to read the prospectus and
letter of transmittal carefully. This press release is neither an offer
to purchase nor a solicitation to buy any of the securities. We are
making the Exchange Offer only by, and pursuant to the terms of, the
prospectus and related letter of transmittal. None of the Corporation or
its affiliates, the dealer manager, the exchange agent, the information
agent or other financial advisors is making any recommendation as to
whether holders should tender their Trust Preferred Securities in this
Exchange Offer.
Copies of the prospectus and letter of transmittal may also be obtained
from Global Bondholder Services Corporation, the information agent and
exchange agent for the Exchange Offer, at (866) 612-1500 or, for
brokers, (212) 430-3774 (collect). Questions related to the Exchange
Offer may be directed to Goldman, Sachs & Co., the dealer manager for
the Exchange Offer, at (800) 828-3182 or (212) 902-5183 (collect).
The Corporation has filed a registration statement (including a
prospectus) for the Exchange Offer with the Securities and Exchange
Commission (the "SEC”). Before you decide whether to participate in the
Exchange Offer, you should read the prospectus in the registration
statement, including documents incorporated by reference, for more
complete information about the Corporation and the Exchange Offer. You
may obtain these documents for free at the SEC’s website, www.sec.gov.
Purpose of the Exchange Offer
As a result of the adoption of the bank capital and liquidity standards
by the Basel Committee on Banking Supervision ("BASEL III”), beginning
in 2013 trust preferred securities will eventually cease to be
considered Tier 1 Capital. The Exchange Offer is intended to improve our
Tier 1 Capital in anticipation of BASEL III by replacing a portion of
the Trust Preferred Securities with Preferred Stock, which we believe
will qualify as additional Tier 1 Capital under BASEL III.
About Huntington Bancshares Incorporated
Huntington Bancshares Incorporated is a $55 billion regional bank
holding company headquartered in Columbus, Ohio. The Corporation,
through its subsidiaries, including our bank subsidiary, the Huntington
National Bank, founded in 1866, provides full-service commercial, small
business, and consumer banking services; mortgage banking services;
treasury management and foreign exchange services; equipment leasing;
wealth and investment management services; trust services; brokerage
services; customized insurance brokerage and service programs; and other
financial products and services. The principal markets for these
services are Huntington’s six-state banking franchise: Ohio, Michigan,
Pennsylvania, Indiana, West Virginia, and Kentucky. The primary
distribution channels include a banking network of over 650 traditional
branches and convenience branches located in grocery stores and
retirement centers, and through an array of alternative distribution
channels including internet and mobile banking, telephone banking, and
over 1,300 ATMs. Through automotive dealership relationships within its
six-state banking franchise area and selected other Midwest and New
England states, Huntington also provides commercial banking services to
the automotive dealers and retail automobile financing for dealer
customers.
Forward-Looking Statements
This press release contains certain forward-looking statements,
including certain plans, expectations, goals, projections, and
statements, which are subject to numerous assumptions, risks, and
uncertainties. 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.
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: (1) worsening of credit quality
performance due to a number of factors such as the underlying value of
the collateral could prove less valuable than otherwise assumed and
assumed cash flows may be worse than expected; (2) changes in economic
conditions; (3) movements in interest rates; (4) competitive pressures
on product pricing and services; (5) success, impact, and timing of our
business strategies, including market acceptance of any new products or
services introduced to implement our "Fair Play” banking philosophy; (6)
changes in accounting policies and principles and the accuracy of our
assumptions and estimates used to prepare our financial statements; (7)
extended disruption of vital infrastructure; (8) the final outcome of
significant litigation; (9) the nature, extent, and timing of
governmental actions and reforms, including the Dodd-Frank Wall Street
Reform and Consumer Protection Act, as well as future regulations which
will be adopted by the relevant regulatory agencies, including the
Consumer Financial Protection Bureau (CFPB), to implement the Act’s
provisions; and (10) the outcome of judicial and regulatory decisions
regarding practices in the residential mortgage industry, including
among other things the processes followed for foreclosing residential
mortgages. In addition, consummation of the above referenced Exchange
Offer is subject to the conditions to closing described in the Exchange
Offer documents. Additional factors that could cause results to differ
materially from those described above can be found in Huntington’s 2010
Annual Report on Form 10-K, and documents subsequently filed by
Huntington with the Securities and Exchange Commission. All
forward-looking statements included in this release are based on
information available at the time of the release. Huntington Bancshares
Incorporated assumes no obligation to update any forward-looking
statement.
