Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-190078
March 14, 2016
Huntington Bancshares Incorporated
Depositary Shares, Each Representing a 1/40th Interest
in a Share of 6.250% Series D Non-Cumulative Perpetual Preferred Stock
SUMMARY OF TERMS DATED MARCH 14, 2016
| Issuer |
Huntington Bancshares Incorporated | |
| Security |
Depositary Shares, each representing a 1/40th interest in a share of 6.250% Series D Non-Cumulative Perpetual Preferred Stock | |
| Size |
$350,000,000 (14 million depositary shares) | |
| Option to Purchase Additional Depositary Shares |
$52,500,000 (2.1 million depositary shares) | |
| Maturity |
The Series D Non-Cumulative Perpetual Preferred Stock does not have a maturity date, and the Issuer is not required to redeem the Preferred Stock. Accordingly, the Series D Non-Cumulative Perpetual Preferred Stock and the related depositary shares will remain outstanding indefinitely, unless and until the Issuer decides to redeem it. | |
| Expected Ratings: |
Baa3 (Moody’s) / BB (S&P) / BB (Fitch)* | |
| Liquidation Preference |
$1,000 per share (equivalent to $25 per depositary share) | |
| Dividend Rate (Non-Cumulative) |
At a rate per annum equal to 6.250% from the date of issuance | |
| Dividend Payment Date |
15th Day of January, April, July and October, commencing on July 15, 2016 | |
| Optional Redemption |
The Issuer may redeem the Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after April 15, 2021 or (ii) in whole but not in part, within 90 days following a regulatory capital treatment event, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends and, in the case of a redemption following a regulatory capital treatment event, the pro-rated portion of dividends, whether or not declared, for the dividend period in which such redemption occurs. | |
| Trade Date |
March 14, 2016 | |
| Settlement Date |
March 21, 2016 (T + 5) | |
| Public Offering Price |
$25 per depositary share | |
| Underwriting Discount |
$10,754,637.50 | |
| Net Proceeds (before expenses) to Issuer |
$339,245,362.50 | |
|
Joint Book-Running Managers |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC UBS Securities LLC Wells Fargo Securities, LLC | |
| Joint Lead Manager |
Goldman, Sachs & Co. | |
| Co-Manager |
The Huntington Investment Company | |
| Underwriters |
Davenport & Company LLC Halliday Financial LLC Janney Montgomery Scott LLC J.J.B. Hilliard, W.L. Lyons, LLC Oppenheimer & Close, Inc. RBC Capital Markets, LLC Wedbush Securities Inc. William Blair & Company, L.L.C. | |
| Listing |
The Issuer intends to apply to list the depositary shares on the NASDAQ Global Select Market under the symbol “HBANO”. | |
| CUSIP/ISIN |
446150708 / US4461507083 |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
This communication is intended for the sole use of the person to whom it is provided by us. The Issuer has filed a registration statement (File Number 333-190078) (including a prospectus and a preliminary prospectus supplement) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement related to that registration statement and other documents that the Issuer has filed with the Securities and Exchange Commission for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the website of the Securities and Exchange Commission at www.sec.gov. Copies of the prospectus, preliminary prospectus supplement and any subsequently filed prospectus supplement relating to the offering may be obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated, at (800) 294-1322 or dg.prospectus_requests@baml.com, Morgan Stanley & Co. LLC, telephone: 866-718-1649, UBS Securities LLC, telephone: 1-888-827-7275, or Wells Fargo Securities, LLC, telephone: 1-800-645-3751.
The underwriters expect to deliver the depositary shares to purchasers on or about March 21, 2016, which will be the fifth business day following the pricing of the depositary shares (such settlement cycle being herein referred to as “T + 5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.
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