Exhibit
99.1
December 13, 2010
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Contacts: |
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Analysts
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Media |
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Jay Gould
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(614) 480-4060
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Maureen Brown
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(614) 480-5512 |
Todd Beekman
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(614) 480-3878 |
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HUNTINGTON BANCSHARES ANNOUNCES
$920 MILLION OF COMMON STOCK OFFERING
PLAN FOR $300 MILLION SUBORDINATED DEBT OFFERING
PLANS TO REPURCHASE $1.4 BILLION OF TARP CAPITAL
COLUMBUS, Ohio Huntington Bancshares Incorporated (NASDAQ: HBAN) today
announced commencement of an underwritten public offering of $920 million of its common stock.
Goldman, Sachs & Co. will act as sole bookrunner and Sandler
ONeill + Partners, L.P. will act as
co-manager for the proposed equity offering.
Additionally, Huntington Bancshares announced an anticipated future offering of approximately $300
million in original principal amount of subordinated debt in a registered public offering. The
consummation of the common stock offering is not conditioned upon the consummation of the offering
of subordinated debt, and vice versa.
Huntington intends to use the proceeds of the offerings, together with other available funds,
to repurchase all $1.4 billion of the Series B Fixed Rate Cumulative Perpetual Preferred Stock that
it issued to the U.S. Department of the Treasury under its Troubled Asset Relief Programs (TARP) Capital Purchase Program
at such time as its banking regulators authorize and the U.S. Department of the Treasury approves.
The table below highlights the estimated pro forma impact of these actions on September 30,
2010 capital ratios:
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9/30/2010 |
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As |
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Pro Forma |
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Reported |
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(1) |
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Tangible Common Equity / Tangible Assets (1) |
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6.20 |
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7.86 |
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Tier 1 Common (1) |
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7.39 |
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9.40 |
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Tier 1 Risk-based Capital Ratio (2) |
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12.82 |
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11.70 |
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Total Risk-based Capital Ratio (3) |
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15.08 |
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14.66 |
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(1) |
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Assumes $920 million of common equity |
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(2) |
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Assumes $920 million of common equity and the repurchase of $1.4 billion of TARP capital |
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(3) |
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Assumes $920 million of common equity, $300 million of subordinated debt, and the
repurchase of $1.4 billion of TARP capital |
We are very pleased to announce the anticipated repurchase of our TARP capital, said Stephen
D. Steinour, chairman, president, and chief executive officer. The equity offering we are announcing today, along with the future debt offering, will
significantly strengthen our balance sheet. Repurchasing our TARP capital is very important for
our investors as it completes the last step in positioning Huntington for growth and improving
long-term shareholder returns.
The company had previously noted three factors to be considered in evaluating the timing of
its TARP repurchase. These included: (1) evidence of a relatively stable economy, (2) demonstrated
sustained profitable performance with growth in earnings, and (3) additional clarity of any new
regulatory capital thresholds.
Commenting on these factors Steinour noted, We have gained sufficient comfort with each of
these factors that makes the timing of todays announced actions appropriate. Though the economic
environment remains fragile, and the period of recovery more prolonged, the possibility of a double
dip recession appears unlikely. Further, having delivered three consecutive increases in quarterly
profitability gives us confidence in our ability to continue to grow earnings. While the new
regulatory capital thresholds have not yet been definitively interpreted by the banking regulators,
we are comfortable with our pro forma capital.
Common Stock Offering
The shares will be issued pursuant to a prospectus supplement filed as part of a shelf
registration statement previously filed and effective with the Securities and Exchange Commission
on Form S-3.
A copy of the prospectus may be obtained from Goldman, Sachs & Co. by contacting Goldman,
Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282; by telephone at
1-866-471-2526; or by email at prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to
buy any of the securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction. The offering may be
made only by means of a prospectus and related prospectus supplement.
Other Information
Huntington has an existing shelf registration statement (including a base prospectus) on file
with the Securities and Exchange Commission and will file separate prospectus supplements related
to each of the offerings described above. Prospective investors should read the registration
statement (including the base prospectus), the prospectus supplements and other documents
Huntington files with the SEC for more complete information about Huntington and the offerings
before investing. Investors may get these documents for free by visiting EDGAR on the SEC Web site
at www.sec.gov.
Forward-looking Statement
This press release contains certain forward-looking statements, including certain plans,
expectations, goals, projections, and statements, which are subject to numerous assumptions, risks,
and uncertainties. Actual results could differ materially from those contained or implied by such
statements for a variety of factors including: (1) credit quality
performance could worsen due to a number of factors such as the underlying value of the
collateral could prove less valuable than otherwise assumed and assumed cash flows may be worse
than expected; (2) changes in economic conditions; (3) movements in interest rates; (4) competitive
pressures on product pricing and services; (5) success and timing of other business strategies; (6)
extended disruption of vital infrastructure; and (7) the nature, extent, and timing of governmental
actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, as
well as future regulations which will be adopted by the relevant regulatory agencies, including the
newly created Consumer Financial Protection Bureau (CFPB), to implement the Acts provisions.
Additional factors that could cause results to differ materially from those described above can be
found in Huntingtons 2009 Annual Report on Form 10-K, and documents subsequently filed by
Huntington with the Securities and Exchange Commission. All forward-looking statements included in
this release are based on information available at the time of the release. Huntington assumes no
obligation to update any forward-looking statement.
About Huntington
Huntington Bancshares Incorporated is a $53 billion regional bank holding company
headquartered in Columbus, Ohio. Through its affiliated companies, Huntington has been providing a
full range of financial services for 144 years. Huntington offers checking, loans, savings,
insurance and investment services. It has more than 600 branches and also offers retail and
commercial financial services online; through its telephone bank; and through its
network of over 1,350 ATMs. Huntingtons Auto Finance and Dealer Services group offers automobile
loans to consumers and commercial loans to automobile dealers within our six-state banking
franchise area, as well as selected New England states.
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