Huntington Bancshares extends early deadline, gives exchange results

Chicago, Aug. 23 – Huntington Bancshares Inc. announced the early results of its exchange offers to trade four series of existing notes into new 2.487% fixed-to-fixed-rate subordinated notes due 2036 and the extension of its early participation date, according to a press release on Monday.

The company announced the following amounts tendered for exchange as of 5 p.m. ET on Aug. 20, the early deadline:

• None of the $110 million outstanding 6¼% subordinated notes due 2022 (Cusip: 878055AD4) that list Huntington National Bank as issuer (as successor to TCF National Bank). The exchange ratio for this series was determined using the 0.125% U.S. Treasury due July 31, 2023 plus 15 basis points. The total exchange consideration is $1,046.24 with a new notes value of $1,006.88 for a total exchange consideration payment of $1,039.09 per $1,000 of old notes;

• $24,373,000 of the $250 million outstanding 4.35% subordinated notes due 2023 (Cusip: 337915AA0) that list Huntington Bancshares as issuer (as successor to FirstMerit Corp.). The exchange ratio was determined using the 0.125% U.S. Treasury due July 31, 2023 plus 25 bps. The total exchange consideration is $1,055.73 with a new notes value of $1,006.88 for a total exchange consideration payment of $1,048.52 per $1,000 of old notes;

• $20.3 million of 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). The exchange ratio determined using the 0.625% U.S. Treasury due July 31, 2026 plus 30 bps. The total exchange consideration is $1,120.75 with a new notes value of $1,006.88 for a total exchange consideration payment of $1,113.09 per $1,000 of old notes; and

• $10,527,000 of the $250 million outstanding 4.27% subordinated notes due 2026 (Cusip: 320844PD9) that list Huntington National Bank (as successor to FirstMerit Bank, NA). The exchange ratio determined using the 0.625% U.S. Treasury due July 31, 2026 plus 65 bps. The total exchange consideration is $1,143.04 with a new notes value of $1,006.88 for a total exchange consideration payment of $1,135.23 per $1,000 of old notes.

The new notes value was determined by taking the 1.625% U.S. Treasury due May 15, 2031 plus 117 bps, minus unpaid interest to the settlement date at 2 p.m. ET on Aug. 20.

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

The total exchange consideration includes an early participation amount of $30 for each $1,000 of notes tendered by the early deadline at 5 p.m. ET on Aug. 20. Huntington announced on Monday it is extending the early participation amount for tendering noteholders to the end of the offer.

The early deadline was also the withdrawal deadline. The withdrawal deadline was not extended.

The new notes will constitute a further issuance of a series of notes sold Aug. 9.

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.

The early settlement date is Aug. 24. At early settlement, Huntington expects to issue around $60 million total principal amount of new notes, based on the amounts already tendered.

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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