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

May 15, 2018

Date of Report (Date of earliest event reported)

 

 

 

HUNTINGTON BANCSHARES INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

Commission file number : 1-34073

 

Maryland		31-0724920
(State of incorporation)		(I.R.S. Employer Identification No.)
Huntington Center 41 South High Street Columbus, Ohio		43287
(Address of principal executive offices)		(Zip Code)

(614) 480-8300

(Registrant’s telephone number, including area code)

 

 

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:

 

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

Emerging growth company		☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

 

 

 

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Item 8.01.

Other Events.

On May 15, 2018, Huntington Bancshares Incorporated (the “Company”) issued and sold $500,000,000 aggregate principal amount of its 4.000% Senior Notes due 2025 (the “Notes”). The Notes were issued pursuant to a Senior Debt Indenture, dated as of December 29, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A. (the “Trustee”), as amended and supplemented by a Fourth Supplemental Indenture, dated as of May 15, 2018, between the Company and the Trustee (the “Fourth Supplemental Indenture”). The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of May 8, 2018, by and among the Company and, on behalf of themselves and the several underwriters named therein, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and RBC Capital Markets, LLC.

The Fourth Supplemental Indenture and the Notes are attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated into this Item 8.01 by reference. The Underwriting Agreement, the Fourth Supplemental Indenture and the Notes are more fully described in a prospectus supplement, dated May 8, 2018, filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 10, 2018, to the accompanying prospectus filed with the Commission on August 2, 2016, as part of the Company’s Registration Statement on Form S-3ASR (File No. 333-212820).

The foregoing descriptions of the Fourth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to Exhibit 4.1 and Exhibit 4.2, respectively.

Concurrently with this offering, the Company’s bank subsidiary, The Huntington National Bank, issued and sold $750,000,000 aggregate principal amount of its 3.250% Senior Notes due 2021.

This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents in connection with the issuance of the Notes and such exhibits are hereby incorporated into the Company’s Registration Statement on Form S-3ASR (File No. 333-212820).

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
Exhibit 4.1		Fourth Supplemental Indenture, dated May 15, 2018, between Huntington Bancshares Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee
Exhibit 4.2		4.000% Senior Notes due 2025
Exhibit 5.1		Opinion of Venable LLP
Exhibit 5.2		Opinion of Wachtell, Lipton, Rosen & Katz
Exhibit 23.1		Consent of Venable LLP (included in Exhibit 5.1)
Exhibit 23.2		Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.2)

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SIGNATURE

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.

 

Date: May 15, 2018