Filed Pursuant to
Rule 424(b)(2)
Registration Statement
No. 333-156700
CALCULATION OF
REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Amount to be
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Offering Price
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Aggregate Offering
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Registration Fee
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Title of Each Class of Securities to be Registered
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Registered
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Per Unit
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Price
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(1)(2)
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Common Stock, par value $0.01 per share
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109,523,700
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$
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4.20
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$
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459,999,540.00
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$
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25,667.98
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(1)
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Calculated in accordance with Rule 457(r) of the Securities
Act of 1933, as amended.
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(2)
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Pursuant to Rule 457(p) under the Securities Act of 1933,
as amended, filing fees of $6,926.57 have already been paid with
respect to unsold securities that were previously registered
pursuant to a registration statement on
Form S-3ASR
(No. 333-156700),
which was filed on January 13, 2009 and for which a
prospectus supplement was filed pursuant to Rule 424(b)(2)
under the Securities Act of 1933, as amended, on May 21,
2009. The $6,926.57 registration fee paid in connection with
prior filings is being offset against the registration fee due;
and $18,741.41 is being paid at this time.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated January 13, 2009)
Huntington Bancshares
Incorporated
95,238,000 Shares
Common Stock
We are offering to sell 95,238,000 shares of our common
stock, par value $0.01 per share, in this offering. We will
receive all of the net proceeds from the sale of our common
stock.
Our common stock is listed and traded on the Nasdaq Global
Select Market (Nasdaq) under the symbol
HBAN. The last reported sale price of our common
stock as reported on the Nasdaq on September 17, 2009 was
$4.51 per share.
These shares of our common stock will not be savings accounts,
deposits or other obligations of any of our bank or non-bank
subsidiaries and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency.
Investing in our common stock involves risks. See Risk
Factors on
page S-5
of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
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Per Share
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Total(1)
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Initial price to public
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$
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4.2000
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$
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399,999,600.00
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Underwriting discount
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$
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0.1785
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$
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16,999,983.00
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Proceeds, before expenses, to Huntington
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$
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4.0215
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$
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382,999,617.00
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(1) |
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The underwriters have the option to purchase up to an additional
14,285,700 shares of common stock from Huntington at the
initial price to public less the underwriting discount. |
The underwriters expect to deliver the shares of common stock
against payment in New York on September 23, 2009.
Goldman, Sachs &
Co.
Sandler ONeill +
Partners, L.P.
Prospectus Supplement dated September 18, 2009
TABLE OF
CONTENTS
Prospectus
Supplement
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Page
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S-1
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S-1
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S-1
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S-3
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S-5
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S-9
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S-9
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S-9
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S-10
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S-15
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S-18
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S-18
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Prospectus
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About This Prospectus
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1
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Where You Can Find More Information
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3
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Information Incorporated by Reference
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3
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Forward-Looking Statements
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5
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Huntington Bancshares Incorporated
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5
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Use of Proceeds
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7
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Ratio of Earnings to Fixed Charges
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7
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Certain ERISA Considerations
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7
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Legal Matters
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8
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Experts
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8
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You should rely only on the information contained or
incorporated by reference in this prospectus supplement or the
accompanying prospectus. We have not authorized anyone to
provide you with different information.
We are not making an offer of the shares of common stock
covered by this prospectus supplement in any jurisdiction where
the offer is not permitted.
You should not assume that the information contained in or
incorporated by reference in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than
the respective dates thereof.
S-i
ABOUT THIS
PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the
prospectus supplement, which describes the specific terms of the
offering. The second part is the prospectus, which describes
more general information, some of which may not apply to the
offering. You should read both this prospectus supplement and
the accompanying prospectus, together with the additional
information described under the heading Where You Can Find
More Information below.
All references in this prospectus supplement to
Huntington, we, us,
our or similar references mean Huntington Bancshares
Incorporated and its successors, and include our consolidated
subsidiaries where the context so requires.
If the information set forth in this prospectus supplement
differs in any way from the information set forth in the
accompanying prospectus, you should rely on the information set
forth in this prospectus supplement.
Currency amounts in this prospectus supplement are stated in
U.S. dollars.
WHERE YOU CAN
FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy
statements, and other information with the Securities and
Exchange Commission, which we refer to in this document as the
SEC. Our SEC filings are available to the public
over the Internet at the SECs web site at www.sec.gov
and on the investor relations page of our website at
www.huntington.com. Except for those SEC filings
incorporated by reference in this prospectus, none of the other
information on our website is part of this prospectus. You may
also read and copy any document we file with the SEC at its
public reference facilities at 100 F Street N.E.,
Washington, D.C. 20549. You can also obtain copies of the
documents upon the payment of a duplicating fee to the SEC.
Please call the SEC at
1-800-SEC-0330
for further information on the operation of the public reference
facilities.
INFORMATION
INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference much of the
information that we file with it, which means that we can
disclose important information to you by referring you to those
publicly available documents. The information that we
incorporate by reference is an important part of this prospectus
supplement. Some information contained in this prospectus
supplement updates the information incorporated by reference,
and information that we file in the future with the SEC will
automatically modify, supersede or update this prospectus
supplement. In other words, in the case of a conflict or
inconsistency between information in this prospectus supplement
and/or
information incorporated by reference into this prospectus
supplement, you should rely on the information contained in the
document that was filed later.
This prospectus supplement incorporates by reference the
documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until the termination of the
offering of these securities:
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Annual Report on
Form 10-K
for the year ended December 31, 2008 (including information
specifically incorporated by reference into the Annual Report on
Form 10-K
from our definitive proxy statement filed on March 13,
2009);
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Quarterly Reports on
Form 10-Q
for the quarters ended March 31 and June 30, 2009;
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Current Reports on
Forms 8-K
and 8-K/A
filed on September 17 (except for the furnished portions),
September 14, September 9, September 3,
June 17, June 12, June 11, June 9,
June 5 (the Item 8.01
8-K only),
May 21 (except for the furnished portions), May 8,
April 24, April 6, March 30, March 25,
March 24, February 18 (the Item 8.01
8-K only),
February 4, January 23, January 22 and
January 16, 2009; and
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S-1
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The description of our common stock, which is registered under
Section 12 of the Securities Exchange Act of 1934, in our
Form 8-A
filed with the SEC on April 28, 1967, including any
subsequently filed amendments and reports updating such
description.
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Notwithstanding the foregoing, we are not incorporating any
document or information deemed to have been furnished and not
filed in accordance with SEC rules.
Upon written or oral request, we will provide at no
cost to the requester a copy of any or all of the
information that has been incorporated by reference in this
prospectus but not delivered with the prospectus. You may make a
request by writing to the following address or calling the
following telephone number:
Jay Gould Sr.
Investor Relations
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Phone:
(614) 480-4060
S-2
PROSPECTUS
SUPPLEMENT SUMMARY
The following summary is qualified in its entirety by the
more detailed information included elsewhere or incorporated by
reference into this prospectus supplement or the accompanying
prospectus. Because this is a summary, it may not contain all of
the information that is important to you. You should read the
entire prospectus supplement and the accompanying prospectus,
including the section entitled Risk Factors and the
documents incorporated by reference before making an investment
decision.
Huntington
Bancshares Incorporated
We are a multi-state diversified financial holding company
organized under Maryland law in 1966 and headquartered in
Columbus, Ohio. Through our subsidiaries, including our bank
subsidiary, The Huntington National Bank, organized in 1866, we
provide full-service commercial and consumer banking services,
mortgage banking services, automobile financing, equipment
leasing, investment management, trust services, brokerage
services, customized insurance service programs, and other
financial products and services. Our banking offices are located
in Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and
Kentucky. Selected financial service activities are also
conducted in other states including: Private Financial and
Capital Markets Group offices in Florida; and Mortgage Banking
offices in Maryland and New Jersey. Huntington Insurance offers
retail and commercial insurance agency services in Ohio,
Pennsylvania, Michigan, Indiana, and West Virginia.
International banking services are made available through the
headquarters office in Columbus, a limited purpose office
located in the Cayman Islands, and another in Hong Kong.
As a registered financial holding company, we are subject to the
supervision of the Federal Reserve. We are required to file with
the Federal Reserve reports and other information regarding our
business operations and the business operations of our
subsidiaries.
At June 30, 2009, we had, on a consolidated basis, total
assets of $51,397,252,000, total deposits of $39,165,132,000 and
stockholders equity of $5,220,522,000.
Our principal executive office is located at Huntington Center,
41 South High Street, Columbus, Ohio 43287, telephone number:
(614) 480-8300.
Recent
Developments
On September 16, 2009, we completed a $150 million
discretionary equity issuance program launched on
September 9, 2009, pursuant to which we sold, through
Goldman, Sachs & Co., as our sales agent, an aggregate
of 35,717,240 shares of our common stock for an aggregate
sales price of approximately $149.9 million. With the
completion of the $150 million discretionary equity
issuance program, we completed our capital objective, announced
on May 20, 2009, of raising an aggregate of
$675 million in regulatory common equity.
While our third quarter is not yet complete and we plan to
release our third quarter results in late October, we expect
that:
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our loan loss provisions (LLP) and net charge-offs (NCOs) will
be comparable to the second quarter 2009 levels;
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our allowance for credit losses (ACL) as a percent of loans will
be up from second quarter 2009 levels as our LLP exceeds our
NCOs;
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our non-performing assets additions will remain elevated,
reflecting the impact of increased levels of identified
discretionary non-accrual loans;
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our percentage of total commercial loans that are over
30 days delinquent or past due, but still accruing, will be
little changed from the second quarter 2009 level;
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our automobile loans/leases, home equity loans/lines and
residential mortgage that are over 30 days delinquent or
past due, but still accruing, will be flat to down from the
second quarter 2009 level; and
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our other real estate owned writedowns will continue.
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S-3
The
Offering
The following summary of the offering contains basic
information about the offering and the common stock and is not
intended to be complete. It does not contain all the information
that is important to you. For a more complete understanding of
the common stock, please refer to the section of this prospectus
supplement entitled Description of Capital Stock.
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Issuer |
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Huntington Bancshares Incorporated, a Maryland corporation. |
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Common Stock Offered |
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95,238,000 shares of common stock, par value $0.01 per
share (109,523,700 shares if the underwriters option
to purchase additional shares is exercised in full). |
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Common Stock to be
Outstanding After This
Offering(1) |
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700,026,951 shares of common stock (714,312,651 shares
of common stock if the option to purchase additional shares is
exercised in full by the underwriters), in each case based on
604,788,951 shares of common stock outstanding as of
September 16, 2009. |
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Use of Proceeds |
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We intend to use the net proceeds of this offering for general
corporate purposes, including (without limitation) the possible
repurchase of outstanding debt securities. |
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Risk Factors |
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An investment in our common stock is subject to risks. Please
refer to Risk Factors and other information included
or incorporated by reference in this prospectus supplement or
the accompanying prospectus for a discussion of factors you
should carefully consider before investing in shares of our
common stock. |
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Market and Trading Symbol
for the Common Stock |
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Our common stock is listed and traded on the Nasdaq under the
symbol HBAN. |
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(1) |
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The number of shares of common stock outstanding excludes
treasury shares, shares reserved for issuance upon exercise of
outstanding options or warrants or conversion of convertible
securities and shares available for issuance under employee
benefit plans, but includes 22,304,158 shares that were
recently sold pursuant to the discretionary equity issuance
program but had not yet settled as of September 16, 2009. |
S-4
RISK
FACTORS
An investment in shares of our common stock is subject to
certain risks. The trading price of our common stock could
decline due to any of these risks, and you may lose all or part
of your investment. Before you decide to invest in our common
stock, you should consider the risk factors below relating to
the offering as well as the risk factors described in our Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2008 as supplemented
by our Quarterly Reports on
Form 10-Q
for the quarters ended March 31 and June 30, 2009 and
in the other documents incorporated by reference into this
prospectus supplement or the accompanying prospectus.
Risks Related to
the Offering
The price of our common stock may fluctuate significantly,
and this may make it difficult for you to resell shares of
common stock owned by you at times or at prices you find
attractive.
The trading price of our common stock may fluctuate
significantly as a result of a number of factors, many of which
are outside our control. In addition, the stock market is
subject to fluctuations in the share prices and trading volumes
that affect the market prices of the shares of many companies.
These broad market fluctuations have adversely affected and may
continue to adversely affect the market price of our common
stock. Among the factors that could affect our stock price are:
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actual or anticipated quarterly fluctuations in our operating
results and financial condition;
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changes in financial estimates or publication of research
reports and recommendations by financial analysts or actions
taken by rating agencies with respect to our common stock or
those of other financial institutions;
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failure to meet analysts revenue or earnings estimates;
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speculation in the press or investment community generally or
relating to our reputation or the financial services industry;
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strategic actions by us or our competitors, such as
acquisitions, restructurings, dispositions or financings;
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actions by our current stockholders, including sales of common
stock by existing stockholders
and/or
directors and executive officers;
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fluctuations in the stock price and operating results of our
competitors;
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future sales of our equity or equity-related securities;
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changes in the frequency or amount of dividends or share
repurchases;
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proposed or adopted regulatory changes or developments such as
the U.S. Treasurys recently announced plans to create a
Federal Consumer Financial Protection Agency;
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anticipated or pending investigations, proceedings, or
litigation that involve or affect us;
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domestic and international economic factors unrelated to our
performance; or
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general market conditions and, in particular, developments
related to market conditions for the financial services industry.
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There may be future sales or other dilution of our equity,
which may adversely affect the market price of our common
stock.
Except as described in the section entitled
Underwriting, we are not restricted from issuing
additional shares of common stock, including any securities that
are convertible into or exchangeable for, or that represent the
right to receive, common stock. We continually evaluate
opportunities to access capital markets taking into account our
regulatory capital ratios, financial condition and other
S-5
relevant considerations, and, subject to market conditions, we
may take further capital actions. These further actions may
include, among others, opportunistically retiring our
outstanding securities, including our subordinated debt, trust
preferred securities and preferred shares in open market
transactions, privately negotiated transactions or public offers
for cash or common shares and issuance of additional shares of
common stock in public or private transactions in order to
increase our capital levels above the requirements for a
well-capitalized institution established by the federal banking
regulatory agencies as well as other regulatory capital targets.
There can be no assurances as to the success of any of our
capital raising actions.
In addition, both Huntington and The Huntington National Bank
are highly regulated, and our regulators could require us to
raise additional common equity in the future. While we were not
one of the 19 institutions required to conduct a forward-looking
capital assessment, or stress test, pursuant to the
Capital Assistance Plan (CAP), it is possible that
we could voluntarily apply to participate in CAP, although we
currently do not intend to do so. Furthermore, both we and our
regulators regularly perform a variety of analyses of our
assets, including the preparation of stress case scenarios, and
as a result of those assessments we could determine, or our
regulators could require us, to raise additional capital. Any
such capital raise could include, among other things, the
potential issuance of common equity to the public, the potential
issuance of common equity to the government under the CAP or the
exchange of our existing Fixed Rate Cumulative Perpetual
Preferred Stock, Series B (the Series B
Preferred Stock), for common equity. Recently, the
U.S. Treasury Department, in consultation with banking
regulators, issued a policy statement that includes a number of
principles relating to capital requirements. The proposed
changes are expected to lead to higher capital requirements for
all banking firms. Although the policy statement calls for
implementation effective as of December 31, 2012, banking
regulators could officially adopt or informally implement these
new capital standards at an earlier date, thereby requiring us
to raise additional common equity.
The issuance of any additional shares of common or of preferred
stock or convertible securities or the exercise of such
securities could be substantially dilutive to stockholders of
our common stock. For instance, exercise of the warrant issued
to the U.S. Treasury in connection with our participation
in the U.S. Treasury Departments Capital Purchase
Plan (CPP) would dilute the value of our common
shares. Holders of our shares of common stock have no preemptive
rights that entitle holders to purchase their pro rata share of
any offering of shares of any class or series and, therefore,
such sales or offerings could result in increased dilution to
our stockholders. The market price of our common stock could
decline as a result of sales of shares of our common stock made
after this offering or the perception that such sales could
occur.
We are a holding company and depend on our subsidiaries
for dividends, distributions and other payments.
We are a separate and distinct legal entity from our bank and
other subsidiaries. Our principal source of funds to make
payments on securities is dividends from The Huntington National
Bank. Various federal and state statutes and regulations limit
the amount of dividends that our banking and other subsidiaries
may pay to us without regulatory approval. The Huntington
National Bank may not, without prior regulatory approval, pay a
dividend in an amount greater than its undivided profits. As a
result, for the year ended December 31, 2008 and for the
six months ended June 30, 2009, The Huntington National
Bank did not pay any cash dividends to us and at
December 31, 2008 and June 30, 2009, The Huntington
National Bank could not have declared and paid any additional
dividends to us without regulatory approval. As a result of the
impact of the goodwill impairment recorded during the first
quarter of 2009 on the undivided profits of The Huntington
National Bank, we believe that the bank will require regulatory
approval to pay dividends to us for the foreseeable future. We
dont believe that the bank will receive regulatory
approval to pay dividends to us in the near future, and there
can be no assurances that we will receive such approval at any
time during the duration of the dividend restriction.
S-6
In addition, if, in the opinion of the applicable regulatory
authority, a bank under its jurisdiction is engaged in or is
about to engage in an unsafe or unsound practice, such authority
may require, after notice and hearing, that such bank cease and
desist from such practice. Depending on the financial condition
of The Huntington National Bank, the applicable regulatory
authority might deem us to be engaged in an unsafe or unsound
practice if The Huntington National Bank were to pay dividends.
The Federal Reserve and the Office of the Comptroller of the
Currency (OCC) have issued policy statements
generally requiring insured banks and bank holding companies to
pay dividends only out of current operating earnings.
Payment of dividends could also be subject to regulatory
limitations if The Huntington National Bank became
under-capitalized for purposes of the OCC
prompt corrective action regulations.
Under-capitalized is currently defined as having a
total risk-based capital ratio of less than 8.0%, a Tier 1
risk-based capital ratio of less than 4.0%, or a core capital,
or leverage, ratio of less than 4.0%. Throughout 2008 and for
the six months ended June 30, 2009, The Huntington National
Bank was in compliance with all regulatory capital requirements
and considered to be well-capitalized.
In addition, if any of our subsidiaries becomes insolvent, the
direct creditors of that subsidiary will have a prior claim on
its assets. Our rights and the rights of our creditors will be
subject to that prior claim, unless we are also a direct
creditor of that subsidiary.
The common stock is equity and therefore is subordinate to
our indebtedness and preferred stock, and our ability to declare
dividends on our common stock may be limited.
Shares of the common stock are equity interests in Huntington
and do not constitute indebtedness. As such, shares of the
common stock will rank junior to all indebtedness and other
non-equity claims on Huntington with respect to assets available
to satisfy claims on Huntington, including in a liquidation of
Huntington. Additionally, holders of our common stock are
subject to the prior dividend and liquidation rights of any
holders of our preferred stock then outstanding. Under the terms
of our 8.50% Series A Non-Cumulative Perpetual Convertible
Preferred Stock (the Series A Preferred Stock)
and the Series B Preferred Stock (which are described in
more detail in the section entitled Description of Capital
Stock), our ability to declare or pay dividends on or
repurchase our common stock or other equity or capital
securities will be subject to restrictions in the event that we
fail to declare and pay (or set aside for payment) full
dividends on the Series A Preferred Stock or the
Series B Preferred Stock. In addition, prior to
November 14, 2011, unless we have redeemed all of the
Series B Preferred Stock or the U.S. Treasury has
transferred all of the Series B Preferred Stock to
third-parties, the consent of the U.S. Treasury will be
required for us to, among other things, increase our quarterly
common stock dividend above $0.1325 except in limited
circumstances. Our board of directors is authorized to cause us
to issue additional classes or series of preferred stock without
any action on the part of the stockholders. If we issue
preferred shares in the future that have a preference over our
common stock with respect to the payment of dividends or upon
liquidation, or if we issue preferred shares with voting rights
that dilute the voting power of the common stock, the rights of
holders of our common stock or the market price of our common
stock could be adversely affected. We are not restricted from
issuing additional indebtedness or preferred stock.
Holders of our common stock are entitled to receive only such
dividends as our board of directors may authorize and we declare
out of funds legally available for such payments. As described
in more detail in the section entitled Dividend
Policy, in the first quarter of 2009, we reduced our
quarterly dividend to $0.01 per share effective with the
dividend declared on January 22, 2009. We do not expect to
increase our quarterly dividend above $0.01 for the foreseeable
future and could determine to eliminate our common stock
dividend. Furthermore, as long as the preferred stock issued to
the U.S. Treasury is outstanding, dividend payments and
repurchases or redemptions relating to certain equity
securities, including our common stock, are prohibited until all
accrued and unpaid dividends are paid on such preferred stock,
subject to certain limited exceptions. This could adversely
affect the market price of our common stock. Also, as discussed
above, we are a bank holding company and our ability to declare
and pay dividends is dependent on certain federal
S-7
regulatory considerations including, the guidelines of the
Federal Reserve Board regarding capital adequacy and dividends.
Anti-takeover provisions could negatively impact our
stockholders.
Provisions of Maryland law and of our charter and bylaws could
make it more difficult for a third party to acquire control of
us or have the effect of discouraging a third party from
attempting to acquire control of us.
S-8
USE OF
PROCEEDS
We currently expect to use the proceeds from the sale of our
common stock from time to time hereunder for general corporate
purposes including (without limitation) the possible repurchase
of outstanding debt securities.
PRICE RANGE OF
COMMON STOCK
Our common stock is listed and traded on the Nasdaq under the
symbol HBAN. The following table sets forth, for the
quarters shown, the range of high and low composite prices of
our common stock on the Nasdaq and the cash dividends declared
on the common stock. As of September 16, 2009, we had
approximately 604,788,951 shares of common stock
outstanding.(1) The last reported sales price of our common
stock on the Nasdaq on September 17, 2009 was $4.51 per
share.
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Dividends
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High
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Low
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Declared
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2009
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Third quarter (through September 17, 2009)
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$
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4.97
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$
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3.26
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$
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0.01
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Second quarter
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6.18
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1.55
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0.01
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First quarter
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8.00
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1.00
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0.01
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2008
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Fourth quarter
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11.65
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5.26
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0.1325
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Third quarter
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13.50
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4.37
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0.1325
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Second quarter
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11.75
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4.94
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0.1325
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First quarter
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14.87
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9.64
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0.265
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2007
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Fourth quarter
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18.39
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13.50
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0.265
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Third quarter
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22.93
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16.05
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0.265
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Second quarter
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22.96
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21.30
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0.265
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First quarter
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24.14
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21.61
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0.265
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(1) |
The number of shares of common stock outstanding excludes
treasury shares, shares reserved for issuance upon exercise of
outstanding options or warrants or conversion of convertible
securities and shares available for issuance under employee
benefit plans, but includes the 22,304,158 shares that were
recently sold pursuant to the discretionary equity issuance
program but had not yet settled as of September 16, 2009.
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DIVIDEND
POLICY
The payment of future dividends is subject to the discretion of
our board of directors, which will consider, among other
factors, our operating results, overall financial condition,
credit-risk considerations and capital requirements, as well as
general business and market conditions and provisions of
Maryland law. After consideration of these factors, we reduced
our quarterly common stock dividend to $0.01 per common share,
effective with the dividend declared on January 22, 2009.
The Federal Reserve, in its expectation that a bank holding
company act as a source of financial strength to its subsidiary
banks, has reiterated the requirement to inform and consult with
the Federal Reserve before paying dividends that could raise
safety and soundness concerns. Due to the challenges presented
by the current economic and regulatory environment, we do not
expect to increase our quarterly dividend above $0.01 for the
foreseeable future and could further reduce or eliminate our
common stock dividend. In any event, due to our participation in
the CPP, prior to November 14, 2011, unless we have
redeemed all of the Series B Preferred Stock or the
U.S. Treasury has transferred all of the Series B
Preferred Stock to third parties, the consent of the
U.S. Treasury would be required for us to, among other
things, increase our quarterly common stock dividend above
$0.1325 except in limited circumstances.
S-9
As previously discussed in the section entitled Risk
Factors, dividends from The Huntington National Bank are
the primary source of funds for payment of dividends to our
stockholders and there are statutory limits on the amount of
dividends that The Huntington National Bank can pay to us
without regulatory approval. As a result, for the year ended
December 31, 2008 and for the six months ended
June 30, 2009, The Huntington National Bank did not pay any
cash dividends to us and at December 31, 2008 and
June 30, 2009, The Huntington National Bank could not have
declared and paid any additional dividends to us without
regulatory approval. As a result of the goodwill impairment
recorded during the first quarter of 2009, we believe that The
Huntington National Bank will require regulatory approval to
issue dividends to us for the foreseeable future. We do not
believe that the bank will receive regulatory approval to pay
dividends to us in the near future, and there can be no
assurances that we will receive such approval at any time during
the duration of the dividend restriction.
DESCRIPTION OF
CAPITAL STOCK
We are authorized to issue a total of 1,006,617,808 shares
of all classes of capital stock, of which:
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6,617,808 shares are designated as serial preferred stock,
par value $0.01 per share:
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575,000 shares are designated as 8.50% Series A
Non-Cumulative Perpetual Convertible Preferred Stock, of which
362,507 are issued and outstanding as of the date of this
prospectus supplement, with a $1,000 liquidation preference per
share (which we refer to as the Series A Preferred
Stock).
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1,398,071 shares are designated as Fixed Rate Cumulative
Perpetual Preferred Stock, Series B, of which 1,398,071 are
issued and are outstanding as of the date of this prospectus,
with a $1,000 liquidation preference per share (which we refer
to as the Series B Preferred Stock).
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1,000,000,000 shares are designated as common stock, par
value $0.01 per share, 604,788,951 of which were outstanding as
of September 16, 2009 (excluding treasury shares, shares
reserved for issuance upon exercise of options or warrants or
conversion of convertible securities and shares available for
issuance under employee benefit plans, but including
22,304,158 shares that were recently sold pursuant to the
discretionary equity issuance program but had not yet settled as
of September 16, 2009).
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The following description of the terms of our stock is only a
summary. For a complete description, we refer you to the
Maryland General Corporation Law, our charter and our bylaws.
Preferred
Stock
Shares of our serial preferred stock may be issued from time to
time in one or more series. Our board of directors is
authorized, within the limitations and restrictions stated in
article fifth of our charter to establish the serial
designations of the preferred stock and any such series of
preferred stock (a) may have such voting powers full or
limited, or may be without voting powers; (b) may be
subject to redemption at such time or times and at such prices;
(c) may be entitled to receive dividends (which may be
cumulative or noncumulative) at such rate or rates, on such
conditions, and at such times and payable in preference to, or
in such relation to, the dividends payable on any other class or
classes or series of stock; (d) may have such rights upon
the dissolution of, or upon any distribution of the assets of,
Huntington; (e) may be made convertible into, or
exchangeable for, shares of any other class or classes or of any
other series of the same or any other class or classes of our
stock, at such price or prices or at such rates of exchange, and
with such adjustments; and (f) shall have such other
preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, terms
or conditions of redemption or other rights, all as are
authorized by the board of directors and stated and expressed in
the articles supplementary or other charter document providing
for the issuance of such serial preferred stock.
S-10
Series A Preferred Stock. In the
second quarter of 2008, we completed the public offering of
569,000 shares of Series A Preferred Stock having a
liquidation preference of $1,000 per share, for a total price of
$569,000,000 before underwriting discounts and commissions and
other expenses. Each share of the Series A Preferred Stock
is generally non-voting and may be convertible at any time, at
the option of the holder, into 83.6680 shares of our common
stock, which represents an approximate initial conversion price
of $11.95 per share of common stock. The conversion rate and
conversion price will be subject to adjustments in certain
circumstances. On or after April 15, 2013, at our option,
the Series A Preferred Stock will be subject to mandatory
conversion into our common stock at the prevailing conversion
rate, if the closing price of our common stock exceeds 130% of
the then applicable conversion price for 20 trading days during
any 30 consecutive trading day period. The Series A
Preferred Stock is not redeemable.
Series B Preferred Stock. On
November 14, 2008, pursuant to the
U.S. Treasurys CPP, we issued to the
U.S. Treasury 1,398,071 shares of Series B
Preferred Stock, having a liquidation amount per share equal to
$1,000 for a total price of $1,398,071,000. The Series B
Preferred Stock ranks pari passu with the Series A
Preferred Stock and the holders of the Series B Preferred
Stock have preferential dividend and liquidation rights over
holders of our common stock. The Series B Preferred Stock
pays cumulative dividends at a rate of 5% per year for the first
five years and thereafter at a rate of 9% per year. The
Series B Preferred Stock is generally non-voting. Prior to
November 14, 2011, unless we have redeemed all of the
Series B Preferred Stock or the U.S. Treasury has
transferred all of the Series B Preferred Stock to third
parties, the consent of the U.S. Treasury will be required
for us to, among other things, repurchase or redeem common stock
or our other preferred stock except in limited circumstances. We
may not redeem the Series B Preferred Stock without
necessary bank regulatory approval.
Common
Stock
Holders of our common stock are entitled to receive dividends
when authorized by our board of directors and declared by us out
of assets legally available for the payment of dividends. They
are also entitled to share ratably in our assets legally
available for distribution to our stockholders in the event of
our liquidation, dissolution or winding up, after payment of or
adequate provision for all our known debts and liabilities.
These rights are subject to the preferential rights of any other
class or series of our stock, including our serial preferred
stock.
Except as may otherwise be specified in the terms of any class
or series of common stock, each outstanding share of common
stock entitles the holder to one vote on all matters submitted
to a vote of stockholders, including the election of directors.
Except as provided with respect to any other class or series of
stock, the holders of our common stock will possess the
exclusive voting power. There is no cumulative voting in the
election of directors, which means that the holders of a
majority of the outstanding shares of common stock can elect all
of the directors then standing for election, and the holders of
the remaining shares will not be able to elect any directors.
Holders of our common stock have no preference, conversion,
exchange, sinking fund or redemption rights, have no preemptive
rights to subscribe for any of our securities and generally have
no appraisal rights except in certain limited transactions. All
shares of common stock will have dividend, liquidation and other
rights. Under Maryland law, our stockholders generally are not
liable for our debts or obligations.
Under Maryland law, a Maryland corporation generally cannot
dissolve, amend its charter, merge, sell all or substantially
all of its assets, engage in a share exchange or engage in
similar transactions outside the ordinary course of business,
unless declared advisable by the board of directors and approved
by the affirmative vote of stockholders holding at least
two-thirds of the shares entitled to vote on the matter.
However, a Maryland corporation may provide in its charter for
approval of these matters by a lesser percentage, but not less
than a majority of all of the votes entitled to be cast on the
matter. Our charter does not provide for a lesser percentage in
these situations.
The transfer agent and registrar for our common stock is
Computershare Investor Services, Inc.
S-11
CERTAIN U.S.
FEDERAL TAX CONSIDERATIONS
FOR NON-U.S.
HOLDERS OF OUR COMMON STOCK
The following is a general discussion of certain
U.S. federal income tax considerations with respect to the
ownership and disposition of shares of our common stock
applicable to
non-U.S. holders
who acquire such shares in this offering and hold such shares as
a capital asset (generally, property held for investment). For
purposes of this discussion, a
non-U.S. holder
means a beneficial owner of our common stock (other than an
entity or arrangement that is treated as a partnership for
U.S. federal income tax purposes) that is not, for
U.S. federal income tax purposes, any of the following:
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a citizen or resident of the United States;
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a corporation, or other entity taxable as a corporation for U.S.
federal income tax purposes, created or organized in the United
States or under the laws of the United States, any state thereof
or the District of Columbia;
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an estate, the income of which is includible in gross income for
U.S. federal income tax purposes regardless of its
source; or
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a trust if (a) a court within the United States is able to
exercise primary supervision over the administration of the
trust and one or more U.S. persons have the authority to
control all substantial decisions of the trust or (b) such
trust has made a valid election to be treated as a
U.S. person for U.S. federal income tax purposes.
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This discussion is based on current provisions of the Code,
Treasury regulations promulgated thereunder, judicial opinions,
published positions of the Internal Revenue Service, and other
applicable authorities, all of which are subject to change
(possibly with retroactive effect). This discussion does not
address all aspects of U.S. federal income taxation that
may be important to a particular
non-U.S. holder
in light of that
non-U.S. holders
individual circumstances, nor does it address any aspects of
U.S. federal estate and gift, state, local, or
non-U.S. taxes.
This discussion may not apply, in whole or in part, to
particular
non-U.S. holders
in light of their individual circumstances or to holders subject
to special treatment under the U.S. federal income tax laws
(including, for example, insurance companies, tax-exempt
organizations, financial institutions, brokers or dealers in
securities, controlled foreign corporations,
passive foreign investment companies,
non-U.S. holders
that hold our common stock as part of a straddle, hedge,
conversion transaction or other integrated investment, and
certain U.S. expatriates).
If a partnership (or other entity or arrangement treated as a
partnership for U.S. federal income tax purposes) holds our
common stock, the tax treatment of a partner will generally
depend on the status of the partner and the activities of the
partnership. Partners of a partnership holding our common stock
should consult their tax advisor as to the particular
U.S. federal income tax consequences applicable to them.
THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT
INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX
CONSEQUENCES FOR
NON-U.S. HOLDERS
RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.
PROSPECTIVE HOLDERS OF OUR COMMON STOCK SHOULD CONSULT WITH
THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM
(INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL,
FOREIGN INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND
DISPOSITION OF OUR COMMON STOCK.
Dividends
In general, any distributions we make to a
non-U.S. holder
with respect to its shares of our common stock that constitutes
a dividend for U.S. federal income tax purposes will be
subject to U.S. withholding tax at a rate of 30% of the
gross amount, unless the
non-U.S. holder
is eligible for a reduced rate of withholding tax under an
applicable income tax treaty and the
non-U.S. holder
S-12
provides proper certification of its eligibility for such
reduced rate. A distribution will constitute a dividend for
U.S. federal income tax purposes to the extent of our
current or accumulated earnings and profits as determined for
U.S. federal income tax purposes. Any distribution not
constituting a dividend will be treated first as reducing the
adjusted basis in the
non-U.S. holders
shares of our common stock and, to the extent it exceeds the
adjusted basis in the
non-U.S. holders
shares of our common stock, as gain from the sale or exchange of
such stock.
Dividends we pay to a
non-U.S. holder
that are effectively connected with its conduct of a trade or
business within the United States (and, if an income tax treaty
applies, are attributable to a U.S. permanent
establishment) will not be subject to U.S. withholding tax,
as described above, if the
non-U.S. holder
complies with applicable certification and disclosure
requirements. Instead, such dividends generally will be subject
to U.S. federal income tax on a net income basis, in the
same manner as if the
non-U.S. holder
were a resident of the United States. Dividends received by a
foreign corporation that are effectively connected with its
conduct of trade or business within the United States may be
subject to an additional branch profits tax at a rate of 30% (or
such lower rate as may be specified by an applicable income tax
treaty).
Gain on Sale or
Other Disposition of Common Stock
In general, a
non-U.S. holder
will not be subject to U.S. federal income tax on any gain
realized upon the sale or other disposition of the
non-U.S. holders
shares of our common stock unless:
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the gain is effectively connected with a trade or business
carried on by the
non-U.S. holder
within the United States (and, if required by an applicable
income tax treaty, is attributable to a U.S. permanent
establishment of such
non-U.S. holder);
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the
non-U.S. holder
is an individual and is present in the United States for
183 days or more in the taxable year of disposition and
certain other conditions are met; or
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we are or have been a U.S. real property holding
corporation for U.S. federal income tax purposes at any
time within the shorter of the five-year period preceding such
disposition or such
non-U.S. holders
holding period of our common stock.
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Gain that is effectively connected with the conduct of a trade
or business in the United States (or so treated) generally will
be subject to U.S. federal income tax, net of certain
deductions, at regular U.S. federal income tax rates. If
the
non-U.S. holder
is a foreign corporation, the branch profits tax described above
also may apply to such effectively connected gain. An individual
non-U.S. holder
who is subject to U.S. federal income tax because the
non-U.S. holder
was present in the United States for 183 days or more
during the year of sale or other disposition of our common stock
will be subject to a flat 30% tax on the gain derived from such
sale or other disposition, which may be offset by United States
source capital losses.
Backup
Withholding, Information Reporting and Other Reporting
Requirements
We must report annually to the Internal Revenue Service and to
each
non-U.S. holder
the amount of dividends paid to, and the tax withheld with
respect to, each
non-U.S. holder.
These reporting requirements apply regardless of whether
withholding was reduced or eliminated by an applicable tax
treaty. Copies of this information reporting may also be made
available under the provisions of a specific tax treaty or
agreement with the tax authorities in the country in which the
non-U.S. holder
resides or is established.
A
non-U.S. holder
will generally be subject to backup withholding for dividends on
our common stock paid to such holder unless such holder
certifies under penalties of perjury that, among other things,
it is a
non-U.S. holder
(and the payor does not have actual knowledge or reason to know
that such holder is a U.S. person as defined under the
Code).
S-13
Information reporting and backup withholding generally are not
required with respect to the amount of any proceeds from the
sale or other disposition of our common stock by a
non-U.S. holder
outside the United States through a foreign office of a foreign
broker that does not have certain specified connections to the
United States. However, if a
non-U.S. holders
sells or otherwise disposes its shares of our common stock
through a U.S. broker or the U.S. offices of a foreign
broker, the broker will generally be required to report the
amount of proceeds paid to the
non-U.S. holder
to the Internal Revenue Service and also backup withhold on that
amount unless such
non-U.S. holder
provides appropriate certification to the broker of its status
as a
non-U.S. person
or otherwise establish an exemption (and the payor does not have
actual knowledge or reason to know that such holder is a
U.S. person as defined under the Code). Information
reporting will also apply if a
non-U.S. holder
sells its shares of our common stock through a foreign broker
deriving more than a specified percentage of its income from
U.S. sources or having certain other connections to the
United States, unless such broker has documentary evidence in
its records that such
non-U.S. holder
is a
non-U.S. person
and certain other conditions are met, or such
non-U.S. holder
otherwise establishes an exemption (and the payor does not have
actual knowledge or reason to know that such holder is a
U.S. person as defined under the Code).
Backup withholding is not an additional income tax. Any amounts
withheld under the backup withholding rules from a payment to a
non-U.S. holder
generally can be credited against the
non-U.S. holders
U.S. federal income tax liability, if any, or refunded,
provided that the required information is furnished to the
Internal Revenue Service in a timely manner.
Non-U.S. holders
should consult their tax advisors regarding the application of
the information reporting and backup withholding rules to them.
S-14
UNDERWRITING
We have entered into an underwriting agreement with Goldman,
Sachs & Co., as representative of the underwriters named
below with respect to the shares being offered. Subject to
certain conditions, each underwriter has severally agreed to
purchase the number of shares indicated in the following table.
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Underwriter
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Number of Shares
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Goldman, Sachs & Co.
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80,952,300
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Sandler ONeill & Partners, L.P.
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14,285,700
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Total
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95,238,000
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The underwriters are committed to take and pay for all the
shares being offered, if any are taken, other than the shares
covered by the option described below unless and until this
option is exercised.
The underwriters have an option to buy up to an additional
14,285,700 shares from us. The underwriters may exercise
that option for 30 days. If the shares are purchased
pursuant to this option, the underwriters will severally
purchase shares in the same proportion as set forth above.
The following table shows the per share and total underwriting
discounts and commissions to be paid to the underwriters by us.
Such amounts are shown assuming both no exercise and full
exercise of the underwriters option to purchase 14,285,700
additional shares.
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No exercise
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Full Exercise
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Per Share
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$
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0.1785
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$
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0.1785
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Total
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$
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16,999,983.00
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$
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19,549,980.45
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Shares sold by the underwriters to the public will be offered at
the public offering price set forth on the cover of this
prospectus supplement. Any shares sold by the underwriters to
securities dealers may be sold at a discount of up to $0.1071
per share from the public offering price. If all the shares are
not sold at the public offering price, the underwriters may
change the offering price and the other selling terms. The
offering of the shares by the underwriters is subject to receipt
and acceptance and subject to the underwriters right to
reject any order in whole or in part.
We have agreed with Goldman, Sachs & Co., as representative
of the underwriters, subject to certain exceptions, not to
dispose of or hedge any of our common stock or securities
convertible into or exchangeable for shares of common stock
during the period from the date of this prospectus supplement
continuing through the date 90 days after the date of this
prospectus supplement, except with the prior written consent of
Goldman, Sachs & Co. This agreement does not apply to any
employee benefit plans.
All of our directors and executive officers have agreed that,
subject to certain exceptions, through and including the date
90 days after the date hereof, they will not directly or
indirectly offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of
any shares of our common stock, or any options or warrants to
purchase any shares of our common stock, or any securities
convertible into, exchangeable for or that represent the right
to receive shares of our common stock, whether now owned or
hereinafter acquired, owned directly by the applicable director
or executive officer (including holding as a custodian) or with
respect to which such person has beneficial ownership within the
rules and regulations of the SEC (collectively, the
covered shares). The foregoing restriction is
expressly agreed to preclude them from engaging in any hedging
or other transaction which is designed to or which reasonably
could be expected to lead to or result in a sale or disposition
of the covered shares even if such shares would be disposed of
by someone
S-15
other than them. Such prohibited hedging or other transactions
would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put
or call option) with respect to any of the covered shares or
with respect to any security that includes, relates to, or
derives any significant part of its value from such shares.
In connection with the offering, the underwriters may purchase
and sell shares of common stock in the open market. These
transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short
sales involve the sale by the underwriters of a greater number
of shares than they are required to purchase in the offering.
Covered short sales are sales made in an amount not
greater than the underwriters option to purchase
additional shares from the us in the offering. The underwriters
may close out any covered short position by either exercising
their option to purchase additional shares or purchasing shares
in the open market. In determining the source of shares to close
out the covered short position, the underwriters will consider,
among other things, the price of shares available for purchase
in the open market as compared to the price at which they may
purchase additional shares pursuant to the option granted to
them. Naked short sales are any sales in excess of
such option. The underwriters must close out any naked short
position by purchasing shares in the open market. A naked short
position is more likely to be created if the underwriters are
concerned that there may be downward pressure on the price of
the common stock in the open market after pricing that could
adversely affect investors who purchase in the offering.
Stabilizing transactions consist of various bids for or
purchases of common stock made by the underwriters in the open
market prior to the completion of the offering.
The underwriters may also impose a penalty bid. This occurs when
a particular underwriter repays to the underwriters a portion of
the underwriting discount received by it because the underwriter
has repurchased shares sold by or for the account of such
underwriter in stabilizing or short covering transactions.
Purchases to cover a short position and stabilizing
transactions, as well as other purchases by the underwriters for
their own accounts, may have the effect of preventing or
retarding a decline in the market price of the companys
stock, and together with the imposition of the penalty bid, may
stabilize, maintain or otherwise affect the market price of the
common stock. As a result, the price of the common stock may be
higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be
discontinued at any time. These transactions may be effected on
the Nasdaq, in the over-the-counter market or otherwise.
European Economic Area
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a Relevant
Member State), each underwriter has represented and agreed that
with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the
Relevant Implementation Date) it has not made and will not make
an offer of shares to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the
shares which has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with effect from
and including the Relevant Implementation Date, make an offer of
shares to the public in that Relevant Member State at any time.
(a) to legal entities which are authorised or regulated to
operate in the financial markets or, if not so authorised or
regulated, whose corporate purpose is solely to invest in
securities;
(b) to any legal entity which has two or more of
(1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than
43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or
consolidated accounts;
S-16
(c) to fewer than 100 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive)
subject to obtaining the prior consent of the representatives
for any such offer; or
(d) in any other circumstances which do not require the
publication by the Issuer of a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an
offer of shares to the public in relation to any
shares in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms
of the offer and the shares to be offered so as to enable an
investor to decide to purchase or subscribe the shares, as the
same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member
State and the expression Prospectus Directive means Directive
2003/71/EC and includes any relevant implementing measure in
each Relevant Member State.
Each underwriter has represented and agreed that:
(a) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) received by
it in connection with the issue or sale of the shares in
circumstances in which Section 21(1) of the FSMA does not
apply to Huntington and
(b) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the shares in, from or otherwise involving the
United Kingdom.
The shares may not be offered or sold by means of any document
other than (i) in circumstances which do not constitute an
offer to the public within the meaning of the Companies
Ordinance (Cap.32, Laws of Hong Kong), or (ii) to
professional investors within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong)
and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a
prospectus within the meaning of the Companies
Ordinance (Cap.32, Laws of Hong Kong), and no advertisement,
invitation or document relating to the shares may be issued or
may be in the possession of any person for the purpose of issue
(in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do
so under the laws of Hong Kong) other than with respect to
shares which are or are intended to be disposed of only to
persons outside Hong Kong or only to professional
investors within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
thereunder.
This prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this prospectus
and any other document or material in connection with the offer
or sale, or invitation for subscription or purchase, of the
shares may not be circulated or distributed, nor may the shares
be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to
persons in Singapore other than (i) to an institutional
investor under Section 274 of the Securities and Futures
Act, Chapter 289 of Singapore (the SFA),
(ii) to a relevant person, or any person pursuant to
Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Where the shares are subscribed or purchased under
Section 275 by a relevant person which is: (a) a
corporation (which is not an accredited investor) the sole
business of which is to hold investments and the entire share
capital of which is owned by one or more individuals, each of
whom is an accredited investor; or (b) a trust (where the
trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary is an accredited investor,
shares, debentures and units of shares and debentures of that
corporation or the beneficiaries rights and interest in
that trust shall not be transferable for 6 months after
that corporation or that trust has acquired the shares
S-17
under Section 275 except: (1) to an institutional
investor under Section 274 of the SFA or to a relevant
person, or any person pursuant to Section 275(1A), and in
accordance with the conditions, specified in Section 275 of
the SFA; (2) where no consideration is given for the
transfer; or (3) by operation of law.
The securities have not been and will not be registered under
the Financial Instruments and Exchange Law of Japan (the
Securities and Exchange Law) and each underwriter has agreed
that it will not offer or sell any securities, directly or
indirectly, in Japan or to, or for the benefit of, any resident
of Japan (which term as used herein means any person resident in
Japan, including any corporation or other entity organized under
the laws of Japan), or to others for re-offering or resale,
directly or indirectly, in Japan or to a resident of Japan,
except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the Financial
Instruments and Exchange Law and any other applicable laws,
regulations and ministerial guidelines of Japan.
We estimate that our total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately
$350,000.
We have agreed to indemnify the several underwriters against
certain liabilities, including liabilities under the Securities
Act of 1933.
Certain of the several underwriters and their respective
affiliates have, from time to time, performed, and may in the
future perform, various financial advisory and investment
banking services for us, for which they received or will receive
customary fees and expenses.
VALIDITY OF
COMMON STOCK
The validity of the shares of common stock we are offering will
be passed upon for us by Venable LLP, Baltimore, Maryland.
Additionally, certain legal matters relating to the offering
will be passed upon for us by Wachtell, Lipton,
Rosen & Katz. Certain legal matters will be passed
upon for the underwriters by Sullivan & Cromwell LLP,
New York, New York.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus Supplement by reference from our Annual Report on
Form 10-K
for the year ended December 31, 2008 and from the Current
Report on
Form 8-K
dated September 3, 2009, and the effectiveness of our
internal control over financial reporting for the year ended
December 31, 2008, have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports incorporated
by reference herein and elsewhere in the Registration Statement
(which reports (1) express an unqualified opinion on the
consolidated financial statements and includes an explanatory
paragraph referring to Note 24 to the consolidated
financial statements, in which we reclassified our Segment
Information from prior periods in accordance with our new
segment financial reporting and (2) express an unqualified
opinion on the effectiveness of internal control over financial
reporting). Such financial statements have been so incorporated
in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
S-18
PROSPECTUS
Huntington
Bancshares Incorporated
Common
Stock
Preferred Stock
Depositary Shares
Debt Securities
Junior Subordinated Debt Securities
Warrants
Guarantees
Stock Purchase Contracts for Preferred Stock
Huntington
Capital III
Trust Preferred
Securities
Huntington
Capital IV
Huntington Capital V
Huntington Capital VI
Trust Preferred
Securities
Normal Securities
Stripped Securities
Capital Securities
Huntington
Center
41 South High Street
Columbus, Ohio 43287
(614) 480-8300
This prospectus is dated January 13, 2009. The securities listed
above may be offered and sold, from time to time, by Huntington
Bancshares Incorporated (which may be referred to as
we or us), or by Huntington Capital III,
Huntington Capital IV, Huntington Capital V, and Huntington
Capital VI (the Trusts, and, collectively with us,
the Issuers)
and/or one
or more selling securityholders to be identified in the future
in amounts, at prices, and on other terms to be determined at
the time of the offering. The applicable Issuer will describe
the specific terms and manner of offering of these securities in
a supplement to this prospectus. The prospectus supplement may
also add, update, or change information contained in this
prospectus. You should read this prospectus and any prospectus
supplement carefully before you invest. Each of the Trusts is a
statutory trust formed under the laws of the State of Delaware.
Our common stock is listed and traded on the Nasdaq Global
Select Market under the symbol HBAN. Our 8.50%
Series A Non-Cumulative Perpetual Convertible Preferred
Stock is listed and traded on the NASDAQ under the symbol
HBANP.
These securities are unsecured obligations of the applicable
Issuer and are not savings accounts, deposits, or other
obligations of any of our bank or nonbank subsidiaries and are
not insured by the Federal Deposit Insurance Corporation or any
other governmental agency. Neither the Securities and Exchange
Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a
criminal offense.
ABOUT THIS
PROSPECTUS
This prospectus is part of a registration statement that we and
the Trusts filed with the Securities and Exchange Commission
(SEC) using a shelf registration or
continuous offering process. Under this shelf process, we
and/or the
Trusts or one or more selling securityholders to be identified
in the future may from time to time sell any combination of the
securities described in this prospectus in one or more offerings.
The following securities may be offered from time to time:
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common stock;
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preferred stock;
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depositary shares;
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debt securities;
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junior subordinated debt securities;
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warrants;
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guarantees; or
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stock purchase contracts for preferred stock.
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Each of the Trusts may sell trust preferred
securities and Huntington Capital IV, Huntington
Capital V and Huntington Capital VI may sell normal securities,
stripped securities and capital securities
representing undivided beneficial interests in all or certain
assets of the Trusts, which may be guaranteed by us. In
addition, any combination of the securities described in this
paragraph may be sold in one or more offerings from time to time
by one or more selling securityholders to be identified in the
future.
Each time we or the Trusts sell securities, the applicable
Issuer will provide a prospectus supplement containing specific
information about the terms of the securities being offered.
That prospectus supplement may include a discussion of any risk
factors or other special considerations that apply to those
securities. The prospectus supplement may also add, update, or
change the information in this prospectus. If there is any
inconsistency between the information in this prospectus and any
prospectus supplement, you should rely on the information in
that prospectus supplement. You should read both this prospectus
and any prospectus supplement together with additional
information described under the headings Where You Can
Find More Information and Information Incorporated
by Reference.
The registration statement containing this prospectus, including
exhibits to the registration statement, provides additional
information about us and the securities offered under this
prospectus. The registration statement can be read at the SEC
website or at the SEC offices mentioned under the heading
Where You Can Find More Information.
You should rely only on the information the Issuers incorporate
by reference or present in this prospectus or the relevant
prospectus supplement. The Issuers have not authorized anyone
else, including any underwriter or agent, to provide you with
different or additional information. The Issuers may only use
this prospectus to sell securities if it is accompanied by a
prospectus supplement which includes the specific terms of that
offering. The Issuers are only offering these securities in
states where the offer is permitted. You should not assume that
the information in this prospectus or the applicable prospectus
supplement is accurate as of any date other than the dates on
the front of those documents.
The Issuers may sell securities to underwriters who will sell
the securities to the public on terms fixed at the time of sale.
In addition, the securities may be sold by the Issuers directly
or through dealers or agents designated from time to time. If
any of the Issuers, directly or through agents, solicit
1
offers to purchase the securities, the applicable Issuer
reserves the sole right to accept and, together with its agents,
to reject, in whole or in part, any of those offers.
The prospectus supplement will contain the names of the
underwriters, dealers, or agents, if any, together with the
terms of offering, the compensation of those underwriters,
dealers, or agents, and the net proceeds to us. Any
underwriters, dealers, or agents participating in the offering
may be deemed underwriters within the meaning of the
Securities Act of 1933.
One or more of our subsidiaries, including The Huntington
Investment Company, may buy and sell any of the securities after
the securities are issued as part of their business as a
broker-dealer. Those subsidiaries may use this prospectus and
the related prospectus supplement in those transactions. Any
sale by a subsidiary will be made at the prevailing market price
at the time of sale.
2
WHERE YOU CAN
FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy
statements, and other information with the Securities and
Exchange Commission. Our SEC filings are available to the public
over the Internet at the SECs web site at
http://www.sec.gov
and on the investor relations page of our website at
http://www.huntington.com.
Except for those SEC filings incorporated by reference in this
prospectus, none of the other information on our website is part
of this prospectus. You may also read and copy any document we
file with the SEC at its public reference facilities at
100 F Street N.E., Washington, D.C. 20549. You
can also obtain copies of the documents upon the payment of a
duplicating fee to the SEC. Please call the SEC at
1-800-SEC-0330
for further information on the operation of the public reference
facilities.
This prospectus omits some information contained in the
registration statement in accordance with SEC rules and
regulations. You should review the information and exhibits
included in the registration statement for further information
about us and the Trusts and the securities offered by us and the
Trusts. Statements in this prospectus concerning any document
filed as an exhibit to the registration statement or otherwise
filed with the SEC are not intended to be comprehensive and are
qualified by reference to these filings. You should review the
complete document to evaluate these statements.
INFORMATION
INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference much of the
information that we file with it, which means that we can
disclose important information to you by referring you to those
publicly available documents. The information that we
incorporate by reference is an important part of this
prospectus. Some information contained in this prospectus
updates the information incorporated by reference, and
information that we file in the future with the SEC will
automatically modify, supersede or update this prospectus. In
other words, in the case of a conflict or inconsistency between
information in this prospectus
and/or
information incorporated by reference into this prospectus, you
should rely on the information contained in the document that
was filed later.
This prospectus incorporates by reference the documents listed
below and any filings we make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 after the initial filing of the
registration statement related to this prospectus until the
termination of the offering of these securities:
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Annual Report on
Form 10-K
for the year ended December 31, 2007 (including information
specifically incorporated by reference into the Annual Report on
Form 10-K
from our definitive proxy statement filed on March 10,
2008);
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Quarterly Reports on
Form 10-Q
for the periods ending September 30, 2008, June 30,
2008, and March 31, 2008;
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Current Reports on
Form 8-K
filed on November 18, 2008; November 14, 2008;
November 10, 2008; October 27, 2008; October 16,
2008; August 18, 2008; August 1, 2008; July 22,
2008; July 17, 2008; June 20, 2008; May 8, 2008;
May 6, 2008 (two Current Reports); April 22, 2008 (two
Current Reports); April 16, 2008; March 17, 2008,
March 7, 2008, March 6, 2008, March 4, 2008
(which amends the Current Report on
Form 8-K
dated July 1, 2007), February 28, 2008,
January 22, 2008, January 17, 2008, January 10,
2008, and January 3, 2008;
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The description of our common stock, which is registered under
Section 12 of the Securities Exchange Act, in our
Form 8-A
filed with the SEC on April 28, 1967, including any
subsequently filed amendments and reports updating such
description; and
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The description of our 8.50% Series A Non-Cumulative
Perpetual Convertible Preferred Stock, which is registered under
Section 12 of the Securities Exchange Act, in our
Form 8-A
filed with the SEC on May 19, 2008, including any
subsequently filed amendments and reports updating such
description.
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Notwithstanding the foregoing, we are not incorporating any
document or information deemed to have been furnished and not
filed in accordance with SEC rules.
Upon written or oral request, we will provide at no
cost to the requester a copy of any or all of the
information that has been incorporated by reference in this
prospectus but not delivered with the prospectus. You may make a
request by writing to the following address or calling the
following telephone number:
Jay Gould Sr.
Investor Relations
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Phone:
(614) 480-4060
4
FORWARD-LOOKING
STATEMENTS
This prospectus and any accompanying prospectus supplement
contains or incorporates by reference forward-looking statements
about the Issuers that are intended to be subject to the safe
harbors created under U.S. federal securities laws. The use
of words such as anticipates, estimates,
expects, intends, plans and
believes, among others, generally identify
forward-looking statements; however, these words are not the
exclusive means of identifying such statements. Forward-looking
statements can be identified by the fact that they do not relate
strictly to historical or current facts.
By their nature, forward-looking statements are subject to
numerous assumptions, risks, and uncertainties. A number of
factors could cause actual conditions, events, or results to
differ significantly from those described in the forward-looking
statements. These factors include, but are not limited to, those
which may be set forth in the accompanying prospectus supplement
and those under the heading Risk Factors included in
our Annual Reports on
Form 10-K,
and other factors described in our periodic reports filed from
time to time with the Securities and Exchange Commission. Actual
results, performance or achievement could differ materially from
those contained in these forward-looking statements for a
variety of reasons, including, without limitation, those
discussed under Risk Factors in the applicable
prospectus supplement and in other information contained in our
publicly available filings with the SEC. Other unknown or
unpredictable factors also could have a material adverse effect
on us and/or
the Trusts business, financial condition and results of
operations.
We and the Trusts encourage you to understand forward-looking
statements to be strategic objectives rather than absolute
forecasts of future performance. Forward-looking statements
speak only as of the date they are made, and are inherently
subject to uncertainties, risks and changes in circumstances
that are difficult to predict. Neither we nor the Trusts are
under any obligation or intend to publicly update or review any
of these forward-looking statements, whether as a result of new
information, future events or otherwise, even if future events
or experiences make it clear that any expected results expressed
or implied by those forward-looking statements will not be
realized. Please carefully review and consider the various
disclosures made in the applicable prospectus supplement and in
our other reports filed with the SEC that attempt to advise
interested parties of the risks and factors that may affect our
and/or the
Trusts business, results of operations, financial
condition or prospects.
HUNTINGTON
BANCSHARES INCORPORATED
We are a multi-state diversified financial holding company
organized under Maryland law in 1966 and headquartered in
Columbus, Ohio. Through our subsidiaries, including our bank
subsidiary, The Huntington National Bank, organized in 1866, we
provide full-service commercial and consumer banking services,
mortgage banking services, automobile financing, equipment
leasing, investment management, trust services, brokerage
services, customized insurance service programs, and other
financial products and services. Our banking offices are located
in Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and
Kentucky. Selected financial service activities are also
conducted in other states including: Auto Finance and Dealer
Services offices in Arizona, Florida, New Jersey, Tennessee, and
Texas; Private Financial and Capital Markets Group offices in
Florida; and Mortgage Banking offices in Maryland and New
Jersey. Huntington Insurance offers retail and commercial
insurance agency services in Ohio, Pennsylvania, Michigan,
Indiana, and West Virginia. International banking services are
available through the headquarters office in Columbus and
limited purpose offices located in the Cayman Islands and Hong
Kong.
As a registered financial holding company, we are subject to the
supervision of the Federal Reserve. We are required to file with
the Federal Reserve reports and other information regarding our
business operations and the business operations of our
subsidiaries.
5
We are a separate and distinct legal entity from our bank and
other subsidiaries. Our principal source of funds to make
payments on securities is dividends from The Huntington National
Bank. Various federal and state statutes and regulations limit
the amount of dividends that our banking and other subsidiaries
may pay to us without regulatory approval. At September 30,
2008, The Huntington National Bank could not have declared and
paid any additional dividends to us without regulatory approval.
In addition, if any of our subsidiaries becomes insolvent, the
direct creditors of that subsidiary will have a prior claim on
its assets. The notes to our consolidated financial statements
contained in our annual and quarterly filings with the SEC,
which are incorporated by reference into this prospectus,
describe the legal and contractual restrictions on the ability
of our subsidiaries to make payment to us of dividends, loans,
or advances.
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USE OF
PROCEEDS
Unless the applicable prospectus supplement states otherwise,
the net proceeds from the sale of the securities by an Issuer
will be added to our general funds and will be available for
general corporate purposes, including, among other things:
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the repayment of existing indebtedness,
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the repurchase of our common stock,
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investments in, or extensions of credit to, our existing or
future subsidiaries, and
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the financing of possible acquisitions.
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Pending such use, we may temporarily invest the net proceeds in
short-term securities or reduce our short-term indebtedness, or
we may hold the net proceeds in deposit accounts in our
subsidiary bank.
Based upon our historical and anticipated future growth and our
financial needs, we may engage in additional financings of a
character and amount that we determine as the need arises.
RATIO OF EARNINGS
TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges for the
last five fiscal years, and for the latest interim period for
which financial statements are presented in this document, are
indicated below.
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Nine Months Ended
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Twelve Months Ended
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September 30,
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December 31,
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2008
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2007
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2006
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2005
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2004
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2003
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Ratio of Earnings to Fixed Charges
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Excluding interest on deposits
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2.59
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1.05
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2.49
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3.23
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3.88
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3.91
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Including interest on deposits
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1.43
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1.02
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x
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1.48
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1.79
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2.23
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2.12
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Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends
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Excluding interest on deposits
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2.47
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1.05
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2.49
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3.23
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3.88
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3.91
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Including interest on deposits
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1.42
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1.02
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1.48
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1.79
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2.23
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2.12
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CERTAIN ERISA
CONSIDERATIONS
Unless otherwise indicated in the applicable prospectus
supplement, the offered securities may, subject to certain legal
restrictions, be held by (i) pension, profit sharing, and
other employee benefit plans which are subject to Title I
of the Employee Retirement Income Security Act of 1974, as
amended (ERISA), (ii) plans, accounts, and
other arrangements that are subject to Section 4975 of the
Internal Revenue Code of 1986, as amended (the
Code), or provisions under federal, state, local,
non-U.S., or
other laws or regulations that are similar to any of the
provisions of Title I of ERISA or Section 4975 of the
Code (Similar Laws), and (iii) entities whose
underlying assets are considered to include plan
assets of any such plans, accounts, or arrangements.
Section 406 of ERISA and Section 4975 of the Code
prohibit plans from engaging in specified transactions involving
plan assets with persons who are parties in
interest under ERISA or disqualified persons
under the Code with respect to such pension, profit sharing, or
other employee benefit plans that are subject to
Section 406 of ERISA or Section 4975 of the Code. A
violation of these prohibited transaction rules may result in an
excise tax or other liabilities under ERISA
and/or
Section 4975 of the Code for such persons, unless exemptive
relief is available under an applicable statutory, class, or
administrative exemption. A fiduciary of any such plan, account,
or arrangement must determine that the purchase and holding of
an interest in the offered securities is consistent with its
fiduciary duties and will not constitute or result
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in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code, or a violation under any
applicable Similar Laws.
LEGAL
MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, certain legal matters will be passed upon for the
Issuers by Wachtell, Lipton, Rosen & Katz and Venable
LLP. Richards, Layton & Finger, P.A., special Delaware
counsel to the Trusts, will pass upon certain legal matters for
the Trusts. Unless otherwise provided in the applicable
prospectus supplement, certain legal matters will be passed upon
for any underwriters or agents by their own counsel.
EXPERTS
The consolidated financial statements incorporated in this
prospectus by reference from our Annual Report on
Form 10-K
for the year ended December 31, 2007 and the effectiveness
of Huntington Bancshares Incorporateds internal control
over financial reporting have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports (which
reports (1) express an unqualified opinion on the
consolidated financial statements and includes an explanatory
paragraph related to the adoption of Statement of Financial
Accounting Standards (SFAS) No. 123(R),
Share-Based Payment, SFAS No. 156,
Accounting for Servicing of Financial Assets, and
SFAS No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans, in
2006, and (2) express an unqualified opinion on the
effectiveness of internal control over financial reporting).
Such consolidated financial statements have been so incorporated
in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
8
95,238,000 Shares
Huntington Bancshares Incorporated
Common Stock
Goldman, Sachs &
Co.
Sandler ONeill +
Partners, L.P.