UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 28, 2011
| HUNTINGTON BANCSHARES INCORPORATED |
(Exact name of registrant as specified in its charter)
| Maryland | 1-34073 | 31-0724920 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| Huntington Center 41 South High Street Columbus, Ohio 43287 |
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (614) 480-8300
| Not Applicable |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On December 28, 2011, Huntington Bancshares Incorporated (Huntington) issued a press release announcing the results of its offer to exchange (the Exchange Offer) depositary shares representing a proportional interest in its Floating Rate Series B Non-Cumulative Preferred Stock with a liquidation preference of $1,000 per share and, in certain cases an additional amount of cash consideration, for up to $300 million in liquidation preference of certain series of issued and outstanding trust preferred securities (Trust Preferred Securities), which expired at 11:59 P.M., New York City time, on December 27, 2011. As of the time of expiration, $35,500,000 aggregate principal amount of Trust Preferred Securities were validly tendered for exchange. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| Exhibit 99.1 | Press release, dated December 28, 2011. | |
SIGNATURES
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: December 28, 2011 | By: | /s/ Donald R. Kimble | ||||
| Name: Donald R. Kimble | ||||||
|
Title: Senior Executive Vice President and Chief Financial Officer |
||||||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| Exhibit 99.1 | Press release, dated December 28, 2011. | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Date: December 28, 2011
| Contact: | ||
| Investors | Media | |
| Todd Beekman | Maureen Brown | |
| Todd.Beekman@huntington.com | Maureen.Brown@Huntington.com | |
| (614) 480-3878 | (614) 480-5512 |
Huntington announces results of 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 28, 2011 Huntington Bancshares Incorporated (we, us, or Huntington) (NASDAQ: HBAN) announced the final results of its offer to exchange newly issued 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 certain series of issued and outstanding Trust Preferred Securities (the Exchange Offer). The results are set forth in the table below.
The Exchange Offer expired at 11:59 P.M., New York City time, on December 27, 2011 (the Expiration Date). As of the Expiration Date, $35,500,000 aggregate principal amount of Trust Preferred Securities were validly tendered for exchange, according to information provided by Global Bondholder Services Corporation, the Information and Exchange Agent with respect to the Exchange Offer. Huntington has accepted for exchange all Trust Preferred Securities validly tendered and not validly withdrawn. The expected settlement date is December 29, 2011. After settlement of the Exchange Offer, $299,130,000 aggregate liquidation amount of Trust Preferred Securities not held by Huntington will remain outstanding.
The table below sets forth in detail the amount of each series of Trust Preferred Securities validly tendered and accepted for exchange as of the Expiration Date.
| September 30, | September 30, | September 30, | September 30, | |||||||||||
|
CUSIP |
Title and Issuer of Securities |
Aggregate
Liquidation Amount Outstanding as of November 28, 2011 |
Aggregate
Liquidation Amount Tendered and Accepted for Exchange as of December 27, 2011 |
Aggregate Liquidation
Amount Not Held By Huntington to be Outstanding After Settlement on December 29, 2011 |
||||||||||
|
446283AA1; 446283AD5 |
Huntington Capital I Floating
Rate Capital Securities |
$ | 132,630,000 | $ | 27,000,000 | $ | 105,630,000 | |||||||
|
446284AA9 |
Huntington Capital II Floating
Rate Capital Securities |
$ | 52,000,000 | $ | 500,000 | $ | 51,500,000 | |||||||
|
830818AA8 |
Sky Financial Capital Trust III
Floating Rate Capital Securities |
$ | 75,000,000 | $ | 5,000,000 | $ | 70,000,000 | |||||||
|
830820AA4 |
Sky Financial Capital Trust IV
Floating Rate Capital Securities |
$ | 75,000,000 | $ | 3,000,000 | $ | 72,000,000 | |||||||
This press release is neither an offer to purchase nor a solicitation to buy any of the securities. The Exchange Offer was made only by, and pursuant to the terms of, the prospectus and related letter of transmittal and only to such persons and in such jurisdictions as permitted by applicable law.
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.
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