Exhibit 99.1
|
|
|
|
|
|
NEWSRELEASE
|
|
|
FOR IMMEDIATE RELEASE |
|
|
May 21, 2009 |
|
|
|
|
|
|
|
|
|
Contacts: |
|
|
|
|
|
|
Analysts
|
|
|
|
Media |
|
|
Jay Gould
|
|
(614) 480-4060
|
|
Jeri Grier
|
|
(614) 480-5413 |
Jim Graham
|
|
(614) 480-3878
|
|
Maureen Brown
|
|
(614) 480-5512 |
HUNTINGTON BANCSHARES ANNOUNCES CASH TENDER FOR TRUST-PREFERERD SECURITIES
COLUMBUS, Ohio Huntington Bancshares Incorporated (NASDAQ: HBAN; www.huntington.com)
announced that it is commencing today an offer to purchase for cash trust-preferred securities
listed in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars per $1,000 Liquidation Amount |
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation |
|
|
|
|
|
Early |
|
|
|
|
CUSIP |
|
Acceptance |
|
Amount |
|
Tender Offer |
|
Tender |
|
Total |
Title of Security |
|
Numbers |
|
Priority Level |
|
Outstanding |
|
Consideration |
|
Premium |
|
Consideration |
Huntington Capital
III 6.65% Trust
Preferred
Securities |
|
44628M AA9 |
|
|
1 |
|
|
$ |
250,000,000 |
|
|
$ |
570 |
|
|
$ |
30 |
|
|
$ |
600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntington Capital
I Floating Rate Capital Securities |
|
446283 AD5, 446283 AA1 or U44558 AA9 |
|
|
2 |
|
|
$ |
152,180,000 |
|
|
$ |
420 |
|
|
$ |
30 |
|
|
$ |
450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntington Capital
II Floating Rate
Capital Securities,
Series B |
|
446284 AA9 |
|
|
2 |
|
|
$ |
68,000,000 |
|
|
$ |
420 |
|
|
$ |
30 |
|
|
$ |
450 |
|
The offer to purchase, which is part of a broader series of capital actions recently announced
by Huntington, is being made to registered holders of the above trust preferred securities on the
terms and subject to the conditions set forth in the Offer to Purchase dated May 21, 2009, and
related letter of transmittal. Huntington is offering to purchase the trust preferred securities
as set forth in the table above for an aggregate purchase price of up to $200 million, not
including any accrued and unpaid distributions (subject to adjustment as described below) (the
Maximum
- 1 -
Tender Amount). The tender offer will expire at 11:59 p.m., New York City time, on June 18,
unless extended or terminated.
The tender offer consideration for each $1,000 liquidation amount of each issue of the trust
preferred securities tendered and accepted for purchase pursuant to the offer will be the
applicable tender offer consideration for such issue of trust preferred securities set forth in the
table above (in each case, the Tender Offer Consideration). Holders of trust preferred 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 trust preferred securities set forth in the table above (the Early Tender Premium and,
together with the Tender Offer Consideration, the Total Consideration). In order to receive the
Early Tender Premium, holders of trust preferred securities must tender their trust preferred
securities on or before 5:00 p.m., New York City time, on June 4, 2009, unless extended by
Huntington (such date and time, as the same may be extended, the Early Tender Date). Holders who
tender their trust preferred securities after the Early Tender Date will receive only the Tender
Offer Consideration. Holders who tender their trust preferred securities may withdraw such trust
preferred securities at any time on or before 5:00 p.m., New York City time, on June 4, 2009,
unless extended by Huntington (such date and time, as the same may be extended, the Withdrawal
Date).
To the extent that the Maximum Tender Amount that Huntington would otherwise pay would exceed
the net proceeds of the $350 million discretionary equity issuance program (DEIP) announced May 20,
2009, Huntington will accept for payment only the aggregate liquidation amount of securities that
does not result in an aggregate purchase price exceeding such proceeds, and the 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 trust
preferred securities is accepted for purchase, the securities within that issue will be prorated
based on the aggregate liquidation amount tendered with respect to such issue. Trust preferred
securities with a lower acceptance priority level than the prorated issue of trust preferred
securities will not be accepted for purchase. 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 trust preferred
securities. Holders are urged to read the Offer to Purchase and the letter of transmittal carefully
when they become available.
Other Information
Goldman, Sachs & Co. 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 Goldman, Sachs
& Co. at 800-828-3182 (toll free) or 212-902-5183 (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).
- 2 -
This news release does not constitute an offer to buy or the solicitation of an offer to sell
any securities, and nor shall there be any 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 May 21, 2009, and the related letter of
transmittal.
Forward-looking Statement
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 including: (1) deterioration in the loan portfolio could be
worse than expected 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 and timing of other business strategies; (6) the nature,
extent, and timing of governmental actions and reforms, including existing and potential future
restrictions and limitations imposed in connection with the Troubled Asset Relief Programs
voluntary Capital Purchase Plan or otherwise under the Emergency Economic Stabilization Act of
2008; (7) extended disruption of vital infrastructure; and (8) the pricing and total shares sold
under the DEIP. Additional factors that could cause results to differ materially from those
described above can be found in Huntingtons 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
Huntington Bancshares Incorporated is a $52 billion regional bank holding company
headquartered in Columbus, Ohio. Huntington has more than 143 years of serving the financial needs
of its customers. Through our subsidiaries, including our banking subsidiary, The Huntington
National Bank, we provide 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. Our over 600 banking offices
are located in Indiana, Kentucky, Michigan, Ohio, Pennsylvania, and West Virginia. Huntington 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. The
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.
###
- 3 -