The Huntington National Bank Announces Commencement of Offer To Purchase for Cash Subordinated Bank Notes With Aggregate Principal Amount up to $400 Million
COLUMBUS, Ohio, Oct. 22 /PRNewswire-FirstCall/ -- Huntington Bancshares Incorporated (Nasdaq: HBAN; www.huntington.com). The Huntington National Bank announced that it is commencing today an offer to purchase for cash a portion of the subordinated bank notes listed in the table below having an aggregate principal amount of up to $400,000,000.
Title of Security CUSIP Maturity Acceptance
Numbers Date Priority
Level
----------------- --------- -------- ----------
The Huntington 44643TAD9 February 1
National Bank 28, 2019
5.375%
Subordinated Bank
Notes Due 2019
The Huntington 44643TAA5 June 15, 2(2)
National Bank 2018
6.60%
Subordinated Bank
Notes Due 2018
The Huntington 44643TAE7 February 3
National Bank 15, 2016
5.50%
Subordinated Bank
Notes Due 2016
The Huntington 44643TAC1 January 15, 4
National Bank 2014
4.90%
Subordinated Bank
Notes Due 2014
Dollars per $1,000 Principal Amount
-----------------------------------
Aggregate Tender Early Total
Title of Principal Amount Offer Tender Considerations
Security Outstanding(1) Considerations Premium
The Huntington
National Bank
5.375%
Subordinated Bank
Notes Due 2019 $150,000,000 $795 $30 $825
The Huntington
National Bank
6.60%
Subordinated Bank
Notes Due 2018 $200,000,000 $885 $30 $915
The Huntington
National Bank
5.50%
Subordinated Bank
Notes Due 2016 $250,000,000 $875 $30 $905
The Huntington
National Bank
4.90%
Subordinated Bank
Notes Due 2014 $200,000,000 $900 $30 $930
(1) As of October 22, 2009.
(2) The maximum aggregate principal amount of The Huntington National Bank 6.60% Subordinated Bank Notes Due 2018 to be accepted by the Bank in the offer will be $150,000,000.
The offer to purchase is being made to registered holders of the above debt securities on the terms and subject to the conditions set forth in the Offer to Purchase dated October 22, 2009, and related letter of transmittal. Huntington is offering to purchase up to an aggregate principal amount of $400 million of the debt securities (the "Maximum Tender Amount") as set forth in the table above, subject to the condition that it will purchase, at most, $150 million aggregate principal amount of The Huntington National Bank 6.60% Subordinated Bank Notes Due 2018. The tender offer will expire at 11:59 p.m., New York City time, on Thursday, November 19, 2009, unless extended or terminated.
The tender offer consideration for each $1,000 principal amount of each issue of the debt securities tendered and accepted for purchase pursuant to the offer will be the applicable tender offer consideration for such issue of debt securities set forth in the table above (in each case, the "Tender Offer Consideration"). Tenders will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. Holders of debt securities that are validly tendered on or before the Early Tender Date (as defined below), not validly withdrawn on or before the Withdrawal Date (as defined below) and accepted for purchase will receive the applicable Tender Offer Consideration plus the applicable early tender premium for each issue of debt securities set forth in the table above (the "Early Tender Premium" and, together with the Tender Offer Consideration, the "Total Consideration") plus applicable accrued and unpaid interest on the debt securities, up to, but excluding, the settlement date. In order to receive the Early Tender Premium, holders must tender their debt securities on or before 5:00 p.m., New York City time, on Wednesday, November 4, 2009, unless extended by Huntington (such date and time, as the same may be extended, the "Early Tender Date"). Holders who tender their debt securities after the Early Tender Date will receive only the Tender Offer Consideration. Holders who tender their debt securities may withdraw such debt securities at any time on or before 5:00 p.m., New York City time, on Wednesday, November 4, 2009, unless extended by Huntington (such date and time, as the same may be extended, the "Withdrawal Date").
The debt securities will be purchased in accordance with the acceptance priority level (in numerical priority order) in the table above. If some but not all of an applicable acceptance priority level issue of debt securities is accepted for purchase, the securities within that issue will be prorated based on the aggregate principal amount tendered with respect to such issue. Debt securities in acceptance priority level 1 will not be subject to proration. Completion of the tender offer is subject to, and conditioned upon, the satisfaction or, where applicable, waiver of certain conditions set forth in the Offer to Purchase. Huntington may amend, extend or terminate the tender offer at any time.
The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and the letter of transmittal that are being sent to registered holders of the debt securities. Holders are urged to read the Offer to Purchase and the letter of transmittal carefully when they become available.
Other Information
Sandler O'Neill & Partners, L.P. is serving as Dealer Manager in connection with the Tender Offer. Global Bondholder Services Corporation is serving as Depositary and Information Agent in connection with the Tender Offer. Persons with questions regarding the Tender Offer should contact Sandler O'Neill & Partners, L.P. at 866-805-4128 (toll free) or 212-466-7807 (collect). Requests for copies of the Offer to Purchase or related letter of transmittal may be directed to Global Bondholder Services Corporation at (866) 387-1500 (toll free) or (212) 430-3774 (collect for banks and brokers).
This news release does not constitute an offer to buy or the solicitation of an offer to sell any securities, and there shall there be no purchase of securities of the company in any state or jurisdiction in which such an offer, solicitation or purchase would be unlawful. The Tender Offer is being made only pursuant to the Offer to Purchase dated October 22, 2009, and the related letter of transmittal.
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. Actual results could differ materially from those contained or implied by such statements for a variety of factors. Additional factors that could cause results to differ materially from those described above can be found in Huntington's 2008 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 assumes no obligation to update any forward-looking statement.
About Huntington
The Huntington National Bank is a full-service commercial and consumer bank. Its sole shareholder, Huntington Bancshares Incorporated, is a $53 billion regional bank holding company headquartered in Columbus, Ohio. Huntington Bancshares Incorporated has more than 143 years of serving the financial needs of its customers. Through its subsidiaries, including its banking subsidiary, The Huntington National Bank, it provides full-service commercial and consumer banking services, mortgage banking services, equipment leasing, investment management, trust services, brokerage services, customized insurance service program, and other financial products and services. Its over 600 banking offices are located in Indiana, Kentucky, Michigan, Ohio, Pennsylvania, and West Virginia. Huntington Bancshares Incorporated also offers retail and commercial financial services online at huntington.com; through its technologically advanced, 24-hour telephone bank; and through its network of almost 1,400 ATMs. Its Auto Finance and Dealer Services group offers automobile loans to consumers and commercial loans to automobile dealers within our six-state banking franchise area. Selected financial service activities are also conducted in other states including: Private Financial Group offices in Florida and Mortgage Banking offices in Maryland and New Jersey. International banking services are available through the headquarters office in Columbus and a limited purpose office located in both the Cayman Islands and Hong Kong.
SOURCE Huntington Bancshares Incorporated
Released October 22, 2009