Huntington Bancshares Incorporated Announces Price of Debt Tender Offer

Columbus, Ohio, November 3, 2020 /PRNewswire/ — Huntington Bancshares Incorporated (Nasdaq: HBAN) (the “Company”) today announced the pricing terms of the previously announced tender offers (the “Tender Offer”) to purchase the amount applicable aggregate maximum principal amount (each the “Cap Offers”) of its outstanding notes listed in the table below (the “Notes”). The terms and conditions of the Tender Offer are described in the Tender Offer dated October 20, 2020 (the “Tender Offer”), as amended by the Company’s press release issued earlier today.

The total consideration payable under the Tender Offer for each series of Bonds accepted for purchase has been determined by reference to a fixed spread specified for that series of Bonds on the yield (the “Yield Base”) based on the bid price of the applicable U.S. Treasury security, in each case as set forth in the table below (the “Total Tender Offer Consideration”). The Benchmark Yields (as determined pursuant to the Offer to Purchase) listed in the table below have been determined at 10:30 a.m., New York City time, today, November 3, 2020, by the Dealer Manager (identified below). The Aggregate Tender Offer Price for each series of Bonds includes an early redemption premium of $30.00 by $1,000 principal amount of Notes accepted for purchase by the Company.

The following table presents the pricing information for the Public Offer:

CUSIP
Number

The title of
Security

The principal amount
Exceptional Before
the public offer

AGGREGATE
Maximum
Major
Rising
(tender cap)

Reference
WE
Treasury
Security

Reference
Yield

Fixed
propagated
(base
points)

Total offer
Offer
Consideration (1)

446150AJ3

3.150%
Senior
Notes Due
2021

$1,000,000,000

$200,000,000

0.125% due
09/30/22

0.178%

5 basis points

$1,008.11

446150AK0

2.300%
Senior
Notes Due
2022

$1,000,000,000

$300,000,000

0.125% due
09/30/22

0.178%

10 basis points

$1,022.42

(1) By $1,000 principal amount of banknotes accepted for purchase.

All payments for Notes surrendered on or before the Early Tender Deadline which are purchased by the Company will also include accrued and unpaid interest on the principal amount of Notes surrendered and accepted for purchase from the last date of payment of interest applicable to the relevant series of Notes up to but excluding the Early Settlement Date, which is currently expected to be November 4, 2020.

Although the tender offer expires at 11:59 p.m., New York City It’s time November 16, 2020given that the holders of Bonds subject to the Public Offer have validly contributed and have not validly withdrawn Bonds at the latest at the Early Tender Deadline for an amount greater than the Contribution Ceiling for each series of Notes, the Company does not expect to accept for purchase offers of Notes after the Early Tender Deadline.

Credit Suisse Securities (UNITED STATES) LLC is the managing dealer 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 (UNITED STATES) LLC at (US 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 for [email protected] Questions regarding the offer of tickets may be directed to Global Bondholder Services Corporation at (toll free) (866) 470-3800 or by e-mail for [email protected].

This press release does not constitute an offer to buy or a solicitation of an offer to sell the Notes. The tender offer is made only by the tender offer, as modified by the Company’s press release issued earlier today, and the information contained in this press release is qualified by reference to the offer to purchase, as amended. No member of the Company or its affiliates, their respective boards of directors, Dealer Manager, Tender Agent, Information Agent or trustees in respect of the Securities does not make any recommendation as to whether holders should tender Securities to the Offer. Offer, and neither the Company nor any other person has authorized anyone to make such a 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 be tendered.

On Huntington

Huntington Bancshares Incorporated is a regional bank holding company headquartered in Columbus, Ohiowith $120 billion of assets and a network of 839 full-service branches, including 11 private management group offices and 1,330 ATMs in seven Midwestern states. Founded in 1866, National Huntington Bank and its affiliates provide personal, small business, corporate, cash 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, objective or similar expressions, or future or conditional verbs such as will, may, could , should, could, could, or similar variants. 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.

Although there is no guarantee that the list of risks and uncertainties or risk factors is complete, listed below are certain factors that could cause actual results to differ materially from those contained or implied. In the forward-looking statements: changes in economic, political, social – political or industry conditions; the extent and duration of the COVID-19 pandemic and its impact on global economic and financial market conditions and our business, financial condition, liquidity and results of operations; uncertainty in US fiscal and monetary policy, including the Federal Reserve Board’s interest rate policies; volatility and disruptions in global capital and credit markets; interest rate movements; LIBOR reform; competitive pressures on product pricing and services; the success, impact and timing of our business strategies, including market acceptance of any new product or service that implements our “Fair Play” banking philosophy; the nature, extent, timing, and results of governmental actions, reviews, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and reforms Basel III regulatory capital, as well as those involving the OCC, Federal Reserve, FDIC and CFPB; and other factors that may affect our future results. Other 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 Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, March 30, June 2020 and September 30, 2020 and the documents we subsequently filed with the SEC. We assume no obligation to update forward-looking statements. The foregoing list of factors is not exhaustive. For a discussion of these and other factors that may cause actual results to differ from expectations, see the “Forward-Looking Statements” and “Risk Factors” sections of our Annual Report on Form 10-K for the fiscal 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, 2020as 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 undertake no 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 unforeseen events, except as federal laws securities require it. Because forward-looking statements involve significant risks and uncertainties, caution should be exercised not to place undue reliance on such statements. Please carefully review and consider the various information provided in this document and in our other filings with the SEC for additional information about the risks and other factors that could affect our business, results of operations, condition financial or our prospects.

SOURCEHuntington Bancshares Incorporated

Related links

http://www.huntington.com

Naomi C. Amerson