01—Abstract
Summary
Summary of the 8-K filed November 18, 2024. Cited figures are marked; the original filing is the authoritative source.
On November 18, 2024, Huntington Bancshares Incorporated issued and sold two series of notes: $1.15 billiona aggregate principal amount of 5.272% Fixed-to-Floating Rate Senior Notes due 2031 and $600 million aggregate principal amount of 6.141% Fixed-to-Fixed Rate Subordinated Notes due 2039.
The Senior Notes were issued under a Senior Debt Securities 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 an Eighth Supplemental Indenture dated November 18, 2024. The Subordinated Notes were issued under a Subordinated Debt Securities Indenture dated December 29, 2005, as supplemented by a Third Supplemental Indenture dated November 18, 2024. The notes were sold under an underwriting agreement dated November 12, 2024 with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., RBC Capital Markets, LLC and UBS Securities LLC.
The terms are described in a prospectus supplement dated November 12, 2024 and filed with the SEC on November 14, 2024, which supplements a base prospectus filed March 14, 2022 under Registration Statement on Form S-3ASR (File No. 333-263546). The filing states that it is made in part to file the documents for the issuance of the notes and to incorporate those exhibits into the Company's registration statement. The exhibits include the indentures, the form of each note, and legal opinions from Venable LLP and Wachtell, Lipton, Rosen & Katz.
02—Key points
Key Highlights
- Issued $1.15 billion of 5.272% Fixed-to-Floating Rate Senior Notes due 2031.
- Issued $600 million of 6.141% Fixed-to-Fixed Rate Subordinated Notes due 2039.
- Senior Notes were issued under the Senior Debt Securities Indenture dated December 29, 2005, as supplemented by the Fifth Supplemental Indenture (August 21, 2023) and the Eighth Supplemental Indenture (November 18, 2024).
- Subordinated Notes were issued under the Subordinated Debt Securities Indenture dated December 29, 2005, as supplemented by the Third Supplemental Indenture dated November 18, 2024.
- The Bank of New York Mellon Trust Company, N.A. serves as trustee for both indentures.
- Sales were made under an underwriting agreement dated November 12, 2024 with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., RBC Capital Markets, LLC and UBS Securities LLC.
- Terms are described in a prospectus supplement dated November 12, 2024, filed November 14, 2024, under Form S-3ASR (File No. 333-263546).
03—Questions
Frequently Asked Questions
What debt did Huntington Bancshares issue?
The Company issued $1.15 billion aggregate principal amount of 5.272% Fixed-to-Floating Rate Senior Notes due 2031 and $600 million aggregate principal amount of 6.141% Fixed-to-Fixed Rate Subordinated Notes due 2039.
Under what agreements were the notes issued?
The Senior Notes were issued under a Senior Debt Securities Indenture dated December 29, 2005, supplemented by the Fifth Supplemental Indenture dated August 21, 2023 and the Eighth Supplemental Indenture dated November 18, 2024. The Subordinated Notes were issued under a Subordinated Debt Securities Indenture dated December 29, 2005, supplemented by the Third Supplemental Indenture dated November 18, 2024. The Bank of New York Mellon Trust Company, N.A. is the trustee for both.
Who sold the notes and where can the full terms be found?
The notes were sold under an underwriting agreement dated November 12, 2024 with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., RBC Capital Markets, LLC and UBS Securities LLC. The filing says the terms are more fully described in a prospectus supplement dated November 12, 2024, filed with the SEC on November 14, 2024, to the base prospectus filed March 14, 2022 under Form S-3ASR (File No. 333-263546).
Why was this Form 8-K filed?
The filing states that it was made in part to file the documents in connection with 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