Huntington Bancshares begins exchange offer for four series of notes

Chicago, Aug. 10 – Huntington Bancshares Inc. started exchange offers to exchange four existing series of notes into new 2.487% fixed-to-fixed rate subordinated notes due 2036, according to a press release.

The new notes will constitute a further issuance of a series of notes sold on Monday.

The bank is offering to exchange the following series of notes:

• The $110 million outstanding 6¼% subordinated notes due 2022 (Cusip: 878055AD4) that list Huntington National Bank as issuer (as successor to TCF National Bank) with the exchange ratio to be determined using the 0.125% U.S. Treasury due July 31, 2023 plus 15 basis points;

• The $250 million outstanding 4.35% subordinated notes due 2023 (Cusip: 337915AA0) that list Huntington Bancshares Inc. as issuer (as successor to FirstMerit Corp.) with the exchange ratio to be determined using the 0.125% U.S. Treasury due July 31, 2023 plus 25 bps;

• The $150 million outstanding 4.6% subordinated notes due 2025 (Cusip: 878055AE2) that list Huntington National Bank as issuer (as successor to TCF National Bank) with the exchange ratio to be determined using the 0.625% U.S. Treasury due July 31, 2026 plus 30 bps; and

• The $250 million outstanding 4.27% subordinated notes due 2026 (Cusip: 320844PD9) that list Huntington National Bank (as successor to FirstMerit Bank, NA) with the exchange ratio to be determined using the 0.625% U.S. Treasury due July 31, 2026 plus 65 bps.

The total exchange consideration will also include an early participation amount of $30 for each $1,000 tendered by the early deadline at 5 p.m. ET on Aug. 20. The early deadline is also the withdrawal deadline.

The exchange ratio will be the total exchange consideration divided by the new notes value.

The new notes value will be determined by taking the 1.625% U.S. Treasury due May 15, 2031 plus 117 bps, minus unpaid interest to the settlement date.

Cash in lieu of any fractional portion of new notes will be paid to the applicable settlement date.

Interest on the new notes will be from the issue date to the applicable settlement date, even though new noteholders will not have held the notes for that entire period of time.

Unpaid interest will also be paid to the settlement date on the old notes.

Pricing will take place at 2 p.m. ET on Aug. 20.

The early settlement date is Aug. 24.

The exchange offers will expire at 11:59 p.m. ET on Sept. 3.

Final settlement is expected for Sept. 8.

Global Bondholder Services Corp. is the information agent and the exchange agent for the offers (866 924-2200, 212 430-3774, contact@gbsc-usa.com, https://gbsc-usa.com/eligiblity/huntington).

Huntington is a Columbus, Ohio-based bank holding company.

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