UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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Item 8.01. | Other Events. |
On August 4, 2022, Huntington Bancshares Incorporated (the “Company”) issued and sold $750,000,000 aggregate principal amount of its 4.443% Fixed-to-Floating Rate Senior Notes due 2028 (the “Notes”). The Notes were issued pursuant to a Senior Debt Indenture, dated as of July 30, 2019, between the Company and Deutsche Bank Trust Company Americas (the “Trustee”), as amended and supplemented by a Fourth Supplemental Indenture, dated as of August 4, 2022, between the Company and the Trustee (the “Fourth Supplemental Indenture”). The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of August 1, 2022, by and among the Company and, on behalf of themselves and the several underwriters named therein, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc. and Morgan Stanley & Co. LLC.
The Fourth Supplemental Indenture and form of the Notes are attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated into this Item 8.01 by reference. The Underwriting Agreement, the Fourth Supplemental Indenture and the Notes are more fully described in a prospectus supplement, dated August 1, 2022, filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 3, 2022, to the accompanying prospectus filed with the Commission on March 14, 2022, as part of the Company’s Registration Statement on Form S-3ASR (File No. 333-263546).
The foregoing descriptions of the Fourth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to Exhibit 4.1 and Exhibit 4.2, respectively.
This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents in connection with the issuance of the Notes and such exhibits are hereby incorporated into the Company’s Registration Statement on Form S-3ASR (File No. 333-263546).
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
4.1 | Fourth Supplemental Indenture, dated August 4, 2022, between Huntington Bancshares Incorporated and Deutsche Bank Trust Company Americas, as trustee | |
4.2 | Form of 4.443% Fixed-to-Floating Rate Senior Notes due 2028 (included in exhibit 4.1) | |
5.1 | Opinion of Venable LLP | |
5.2 | Opinion of Wachtell, Lipton, Rosen & Katz | |
23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
23.2 | Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.2) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HUNTINGTON BANCSHARES INCORPORATED | ||||||
Date: August 4, 2022 | By: | /s/ Jana J. Litsey | ||||
Jana J. Litsey | ||||||
General Counsel |
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