Exhibit 99.1
FOR IMMEDIATE RELEASE
Date: December 13, 2011
|
|
|
Contact: |
|
|
Investors
|
|
Media |
Todd Beekman
|
|
Maureen Brown |
Todd.Beekman@huntington.com
|
|
Maureen.Brown@Huntington.com |
(614) 480-3878
|
|
(614) 480-5512 |
Huntington extends the Early Exchange Deadline to December 27, 2011 for its
offer to exchange
Depositary Shares representing Preferred Stock for up to $300
million in liquidation amount of
certain of its issued and outstanding Trust
Preferred Securities
Columbus, OH, December 13, 2011 Huntington Bancshares Incorporated (we, us, or Huntington)
(NASDAQ: HBAN) announced that it has extended the Early Exchange Deadline with respect to its
previously announced offer to exchange up to $300 million in liquidation preference of depositary
shares (the Depositary Shares) representing a proportional interest in its Floating Rate Series B
Non-Cumulative Perpetual Preferred Stock with a liquidation preference of $1,000 per share (the
Preferred Stock) and, in certain cases, an additional amount of cash consideration, for up to
$300 million in liquidation preference of the issued and outstanding Trust Preferred Securities
referred to below (the Exchange Offer).
The Early Exchange Deadline, previously scheduled for 5:00 P.M. New York City time, on December 12,
2011, has been extended to 11:59 P.M., New York City time, on December 27, 2011, unless further
extended by Huntington or the Exchange Offer is earlier terminated or withdrawn.
Holders who tender Trust Preferred Securities for exchange prior to the extended Early Exchange
Deadline and whose Trust Preferred Securities are accepted for exchange, will be eligible to
receive the early exchange premium as set forth in the prospectus (the Early Exchange Premium),
which is $50 in liquidation preference of Depositary Shares (or two Depositary Shares).
Under the terms of the Exchange Offer, holders have until 11:59 P.M., New York City time, on
December 27, 2011, to tender their Trust Preferred Securities, unless such date is extended (the
Expiration Date). Holders may also validly withdraw their previously tendered Trust Preferred
Securities any time before the Expiration Date. Therefore, the final results of the Exchange Offer may differ significantly from the results described in the table below. As
described in the prospectus, the Exchange Offer is expected to settle on December 29, 2011.
As of 5:00 P.M., New York City time, on December 12, 2011, Huntington had received tenders of Trust
Preferred Securities having an aggregate liquidation amount of $33,808,000 as set forth in the
table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liquidation |
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
Amount Tendered as of |
|
|
|
|
|
|
|
Acceptance |
|
|
Liquidation Amount |
|
|
5:00 P.M., December |
|
CUSIP |
|
Title and Issuer of Securities |
|
Priority Level |
|
|
Outstanding |
|
|
12, 2011(2) |
|
446283AA1;
446283AD5 |
|
Huntington Capital I Floating Rate Capital Securities |
|
|
1 |
|
|
$ |
132,630,000 |
|
|
$ |
28,308,000 |
|
446284AA9 |
|
Huntington Capital II Floating Rate Capital Securities |
|
|
1 |
|
|
$ |
57,000,000 |
|
|
$ |
500,000 |
|
830818AA8 |
|
Sky Financial Capital Trust III Floating Rate Capital Securities |
|
|
1 |
|
|
$ |
75,000,000 |
|
|
$ |
5,000,000 |
|
830820AA4 |
|
Sky Financial Capital Trust IV Floating Rate Capital Securities |
|
|
2 |
(1) |
|
$ |
75,000,000 |
|
|
|
|
|
|
|
|
(1) |
|
The maximum aggregate liquidation amount of the Trust Preferred Securities to be accepted by
Huntington in the Exchange Offer will be $300,000,000. |
|
(2) |
|
Holders may validly withdraw their shares any time before expiration of the Exchange Offer at
11:59 P.M., New York City time, on December 27, 2011. Therefore, the final results of the Exchange
Offer may differ significantly from the results described here. |
The complete terms and conditions of the Exchange Offer are, except as modified by this press
release, set forth in the prospectus and letter of transmittal sent to holders of the Trust
Preferred Securities. Holders are urged to read the prospectus and letter of transmittal carefully.
This press release is neither an offer to purchase nor a solicitation to buy any of the securities.
We are making the Exchange Offer only by, and pursuant to the terms of, the prospectus and related
letter of transmittal. None of Huntington or its affiliates, the dealer manager, the exchange
agent, the information agent or other financial advisors is making any recommendation as to whether
holders should tender their Trust Preferred Securities in this Exchange Offer.
Copies of the prospectus and letter of transmittal may also be obtained from Global Bondholder
Services Corporation, the information agent and exchange agent for the Exchange Offer, at (866)
612-1500 or, for brokers, (212) 430-3774 (collect). Questions related to the Exchange Offer may be
directed to Goldman, Sachs & Co., the dealer manager for the Exchange Offer, at (800) 828-3182 or
(212) 902-5183 (collect).
Huntington has filed a registration statement (including a prospectus) for the Exchange Offer with
the Securities and Exchange Commission (the SEC). Before you decide whether to participate in the
Exchange Offer, you should read the prospectus in the registration statement, including documents
incorporated by reference, for more complete information about Huntington and the Exchange Offer.
You may obtain these documents for free at the SECs website, www.sec.gov.
About Huntington Bancshares Incorporated
Huntington Bancshares Incorporated is a $55 billion regional bank holding company
headquartered in Columbus, Ohio. The Corporation, through its subsidiaries, including our bank
subsidiary, the Huntington National Bank, founded in 1866, provides full-service commercial, small
business, and consumer banking services; mortgage banking services; treasury management and foreign
exchange services; equipment leasing; wealth and investment management services; trust services;
brokerage services; customized insurance brokerage and service programs; and other financial
products and services. The principal markets for these services are Huntingtons six-state banking
franchise: Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and Kentucky. The primary
distribution channels include a banking network of over 650 traditional branches and convenience
branches located in grocery stores and retirement centers, and through an array of alternative
distribution channels including internet and mobile banking, telephone banking, and over 1,300
ATMs. Through automotive dealership relationships within its six-state banking franchise area and
selected other Midwest and New England states, Huntington also provides commercial banking services
to the automotive dealers and retail automobile financing for dealer customers.
2
Forward-Looking Statements
This press release contains certain forward-looking statements, including certain plans,
expectations, goals, projections, and statements, which are subject to numerous assumptions, risks,
and uncertainties. Forward-looking statements may be identified by words such as expect,
anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or
conditional verbs such as will, may, might, should, would, could, or similar variations.
While there is no assurance that any list of risks and uncertainties or risk factors is
complete, below are certain factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements: (1) worsening of credit quality
performance 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, impact, and timing of our business strategies, including market
acceptance of any new products or services introduced to implement our Fair Play banking
philosophy; (6) changes in accounting policies and principles and the accuracy of our assumptions
and estimates used to prepare our financial statements; (7) extended disruption of vital
infrastructure; (8) the final outcome of significant litigation; (9) 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 Consumer Financial Protection Bureau (CFPB), to implement the Acts
provisions; and (10) the outcome of judicial and regulatory decisions regarding practices in the
residential mortgage industry, including among other things the processes followed for foreclosing
residential mortgages. In addition, consummation of the above referenced Exchange Offer is subject
to the conditions to closing described in the Exchange Offer documents. Additional factors that
could cause results to differ materially from those described above can be found in Huntingtons
2010 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 Bancshares Incorporated assumes no
obligation to update any forward-looking statement.
###
ADDITIONAL INFORMATION ABOUT THE EXCHANGE OFFER
Huntington has filed a registration statement (including a prospectus) for the Exchange Offer with
the Securities and Exchange Commission (the SEC). Before you decide whether to participate in the
Exchange Offer, you should read the prospectus in the registration statement, including documents
incorporated by reference, for more complete information about Huntington and the Exchange Offer.
You may obtain these documents for free at the SECs website, www.sec.gov. Documents filed with the
SEC by Huntington will also be available free of charge if you request them by contacting Investor
Relations at (614) 480-5676. The complete terms and conditions of the Exchange Offer are set forth
in the prospectus and letter of transmittal included in the registration statement. Copies of the
prospectus and letter of transmittal may also be obtained from Global Bondholder Services
Corporation, the information agent and exchange agent for the Exchange Offer, at (866) 612-1500 or,
for brokers, (212) 430-3774 (collect).
3