| Item 1.01 | Entry into a Material Definitive Agreement. |
Indenture and Notes
On August 16, 2021 (the “Issue Date”), Huntington Bancshares Incorporated (“Huntington”) completed its previously announced private offering of $500 million principal amount of 2.487% Fixed-to-Fixed Rate Subordinated Notes due 2036 (the “Notes”), pursuant to the Subordinated Debt Indenture, dated as of December 29, 2005 (the “Base Indenture”), between Huntington and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to JPMorgan Chase Bank, N.A.) (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of August 16, 2021, between Huntington and the Trustee (together with the Base Indenture, the “Indenture”), which governs the terms of the Notes.
Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2022. The Notes will mature on August 15, 2036 (the “Maturity Date”). The Notes will bear interest (i) during the period from and including the Issue Date to, but excluding, August 15, 2031 (the “Reset Date”) or the date of earlier redemption, at a fixed rate of 2.487% per annum and (ii) during the period from and including the Reset Date to, but excluding, the Maturity Date or the date of earlier redemption at a rate per annum which will be equal to the five-year U.S. Treasury Rate as of the day falling two business days prior to the Reset Date, plus 1.170%. Huntington expects to use the net proceeds from the sale of the Notes for general corporate purposes, which may include, among other things, supporting asset growth of Huntington’s subsidiaries.
The Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been and will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
The Notes are unsecured obligations of Huntington, subordinated in right of payment to the payment of Huntington’s existing senior debt and rank equal in right of payment to all of Huntington’s existing and future subordinated indebtedness that is not specifically stated to be junior to the Notes.
On the Reset Date, Huntington may redeem the Notes in whole but not in part, subject to obtaining the prior approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to the extent such approval is then required under the rules of the Federal Reserve, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Huntington may also redeem the Notes at any time prior to the Maturity Date, in whole, but not in part, subject to obtaining the prior approval of the Federal Reserve, to the extent such approval is then required under the rules of the Federal Reserve, within 90 days after the occurrence of a Tax Event, a Tier 2 Capital Event (each as defined in the Indenture) or if Huntington is required to register as an investment company act pursuant to the Investment Company Act of 1940, in each case, at a redemption price equal to 100% of the principal amount of the Notes, plus any accrued and unpaid interest to, but excluding, the redemption date.
