01—Abstract
Summary
Summary of the 8-K filed February 2, 2024. Cited figures are marked; the original filing is the authoritative source.
Huntington Bancshares Incorporated (the "Company") issued and sold $1,250,000,000a aggregate principal amount of its 5.709% Fixed-to-Floating Rate Senior Notes due 2035 on February 2, 2024, under an underwriting agreement dated January 26, 2024 with BofA Securities, Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc. and RBC Capital Markets, LLC.
The Notes were issued under a Senior Debt Indenture dated December 29, 2005 with The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a Fifth Supplemental Indenture dated August 21, 2023 and a Seventh Supplemental Indenture dated February 2, 2024. The Notes were described in a prospectus supplement dated January 26, 2024, filed January 30, 2024, under the Company's Form S-3ASR registration statement (File No. 333-263546). The filing states that it is being made in part to file the documents related to the issuance and to incorporate those exhibits into that registration statement.
The filing is a notice of a debt issuance. It includes the indentures, the form of Notes, and legal opinions from Venable LLP and Wachtell, Lipton, Rosen & Katz, but it does not describe the Company's financial results or other operating matters.
02—Key points
Key Highlights
- Issued $1.25 billion of 5.709% Fixed-to-Floating Rate Senior Notes due 2035 on February 2, 2024
- Underwriting agreement dated January 26, 2024 with BofA Securities, Goldman Sachs & Co. LLC, Huntington Securities, Inc. and RBC Capital Markets, LLC
- Notes issued under a 2005 Senior Debt Indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, supplemented by a Seventh Supplemental Indenture dated February 2, 2024
- Terms are described in a prospectus supplement dated January 26, 2024 and filed January 30, 2024 under Form S-3ASR (File No. 333-263546)
- Exhibits include the Fifth and Seventh Supplemental Indentures, the form of Notes, and legal opinions from Venable LLP and Wachtell, Lipton, Rosen & Katz
- The filing is made in part to incorporate the issuance documents into the Company's existing Form S-3ASR registration statement
03—Questions
Frequently Asked Questions
How much debt did Huntington Bancshares issue and what are its key terms?
The Company issued $1,250,000,000 aggregate principal amount of 5.709% Fixed-to-Floating Rate Senior Notes due 2035. The filing identifies the interest rate structure from the note title but does not state further payment terms beyond what is in the incorporated exhibits.
Who underwrote the offering?
The Notes were sold under an underwriting agreement dated January 26, 2024, with BofA Securities, Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc. and RBC Capital Markets, LLC, acting on behalf of themselves and the several underwriters named in that agreement.
Under what documents were the Notes issued?
The Notes were issued under a Senior Debt Indenture dated December 29, 2005, with The Bank of New York Mellon Trust Company, N.A., as trustee, as amended by a Fifth Supplemental Indenture dated August 21, 2023 and a Seventh Supplemental Indenture dated February 2, 2024.
Where can investors find a full description of the Notes?
The filing refers to a prospectus supplement dated January 26, 2024, filed with the SEC on January 30, 2024, to the accompanying prospectus filed March 14, 2022, under Form S-3ASR (File No. 333-263546). The filing states that the descriptions it contains are qualified by reference to the exhibits.
Why was this 8-K filed?
The filing states it is being filed, in part, to file the documents related to the issuance of the Notes and to incorporate those exhibits into the Company's Registration Statement on Form S-3ASR (File No. 333-263546).
04—Continue