Item 3.03. Material Modification to Rights of Security Holders.
On May 28, 2020, Huntington Bancshares Incorporated, a Maryland corporation (the
"Corporation"), filed articles supplementary to its charter (the "Articles
Supplementary") with the State Department of Assessments and Taxation of
Maryland (the "Maryland Department"), which are expected to be effective as of
May 28, 2020, establishing the rights, preferences, privileges, qualifications,
restrictions and limitations of a new series of its serial preferred stock
designated as the "5.625% Series F Non-Cumulative Perpetual Preferred Stock"
with par value of $0.01 per share and liquidation preference of $100,000 per
share (the "Series F Preferred Stock"). The Articles Supplementary were filed in
connection with an Underwriting Agreement, dated May 27, 2020 (the "Underwriting
Agreement"), by and between the Corporation, on the one hand, and BofA
Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and UBS
Securities LLC, as representatives of the several underwriters (collectively,
"Underwriters") listed in Schedule I thereto, on the other hand, under which the
Corporation agreed to sell to the Underwriters 500,000 depositary shares (the
"Depositary Shares"), each representing a 1/100th ownership interest in a share
of the Series F Preferred Stock. Each holder of a Depositary Share will be
entitled to the proportional rights of a share of Series F Preferred Stock
represented by the Depositary Share.
The Series F Preferred Stock ranks, with respect to the payment of dividends and
distributions upon liquidation, dissolution or winding-up, (1) on a parity with
(A) the Corporation's Floating Rate Series B Non-Cumulative Perpetual Preferred
Stock, par value $0.01 per share and liquidation value per share of $1,000,
(B) the Corporation's 5.875% Series C Non-Cumulative Perpetual Preferred Stock,
par value $0.01 per share and liquidation value per share of $1,000, (C) the
Corporation's 6.250% Series D Non-Cumulative Perpetual Preferred Stock, par
value $0.01 per share and liquidation value per share of $1,000, (D) the
Corporation's 5.700% Series E Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, par value $0.01 per share and liquidation value per share of
$100,000 and (E) each class or series of serial preferred stock the Corporation
may issue in the future the terms of which expressly provide that such class or
series will rank on a parity with the Series F Preferred Stock as to dividend
rights and rights on liquidation, winding up and dissolution of the Corporation
(collectively, the "parity securities") and (2) senior to the Corporation's
common stock and each other class or series of serial preferred stock the
Corporation may issue in the future the terms of which do not expressly provide
that it ranks on a parity with or senior to the Series F Preferred Stock as to
dividend rights and rights on liquidation, winding-up and dissolution of the
Corporation (collectively, the "junior securities").
Under the terms of the Series F Preferred Stock, with certain limited
exceptions, if the Corporation's board of directors has not authorized, and the
Corporation has not declared and paid or set aside for payment full quarterly
dividends on the Series F Preferred Stock for a particular dividend period, it
may not declare or pay dividends on, or redeem, purchase or acquire, its common
stock or other junior securities during the next succeeding dividend period.
The foregoing description of the terms of the Series F Preferred Stock is
qualified in its entirety by reference to the full text of the Articles
Supplementary, which are included as Exhibit 3.1 to this Current Report on Form
8-K and are incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 28, 2020, the Corporation filed the Articles Supplementary with the
Maryland Department, which are expected to be effective as of May 28, 2020,
supplementing the Corporation's charter by establishing the newly authorized
Series F Preferred Stock of the Corporation consisting of 5,000 authorized
shares.
Dividends on the Series F Preferred Stock will be payable when, as and if
authorized by the Corporation's board of directors or a duly authorized
committee thereof and declared by the Corporation out of legally available
funds. From the issue date to, but excluding, July 15, 2030, dividends on the
Series F Preferred Stock will accrue on a non-cumulative basis at a rate of
5.625% per annum on the liquidation preference of $100,000 per share, payable
quarterly, in arrears, on the fifteenth day of each January, April, July and
October, commencing on October 15, 2020 and ending on July 15, 2030. From and
including July 15, 2030, dividends on the Series F Preferred Stock will accrue
on a non-cumulative basis at the ten-year treasury rate as of the most recent
reset dividend determination date plus 4.945% for each reset period on the
liquidation preference of $100,000 per share, payable quarterly, in arrears, on
the fifteenth day of each January, April, July and October,
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commencing on October 15, 2030. A "reset dividend determination date" means, in
respect of any reset period, the day falling three business days prior to the
beginning of such reset period. A "reset period" means the period from and
including July 15, 2030 to, but excluding, the next following reset date and
thereafter each period from and including each reset date to, but excluding, the
next following reset date. A "reset date" means July 15, 2030 and each date
falling on the tenth anniversary of the preceding reset date, in each case,
regardless of whether such day is a business day.
In the event that the Corporation voluntarily or involuntarily liquidates,
dissolves or winds up, the holders of the Series F Preferred Stock at the time
outstanding will be entitled to receive liquidating distributions in the amount
of $100,000 per share of the Series F Preferred Stock (equivalent to $1,000 per
Depositary Share), plus an amount equal to any authorized and declared but
unpaid dividends thereon to and including the date of such liquidation, without
accumulation of any undeclared dividends, out of assets legally available for
distribution to the Corporation's stockholders, before any distribution of
assets is made to the holders of the Corporation's common stock or any other
junior securities. After payment of the full amount of such liquidating
distributions, the holders of the Series F Preferred Stock will not be entitled
to any further participation in any distribution of assets by the Corporation,
and will have no right or claim to any of the Corporation's remaining assets. In
the event that the Corporation's assets available for distribution to
stockholders upon any liquidation, dissolution or winding-up of the
Corporation's affairs, whether voluntary or involuntary, are insufficient to pay
in full the amounts payable with respect to all outstanding shares of the
Series F Preferred Stock and the corresponding amounts payable on any parity
securities, the holders of the Series F Preferred Stock and the holders of such
other parity securities will share ratably in any distribution of the
Corporation's assets in proportion to the full respective liquidating
distributions to which they would otherwise be respectively entitled.
The Series F Preferred Stock does not have a maturity date, and the Corporation
is not required to redeem the Series F Preferred Stock. Accordingly, the
Series F Preferred Stock and the Depositary Shares will remain outstanding
indefinitely, unless and until the Corporation decides to redeem it pursuant to
the terms of the Articles Supplementary. The Corporation may redeem the Series F
Preferred Stock at its option, (i) in whole or in part, from time to time, on
any dividend payment date on or after July 15, 2030 or (ii) in whole but not in
part, within 90 days following a Regulatory Capital Treatment Event (as defined
in the Articles Supplementary), at a redemption price equal to $100,000 per
share (equivalent to $1,000 per Depositary Share), plus any authorized, declared
and unpaid dividends in any prior dividend period and, solely in the case of a
redemption following a Regulatory Capital Treatment Event, the pro-rated portion
of unpaid dividends, whether or not declared, for the dividend period in which
such redemption occurs. If the Corporation redeems the Series F Preferred Stock,
the Depositary (as defined below) will redeem a proportional number of
Depositary Shares. Neither the holders of Series F Preferred Stock nor holders
of Depositary Shares will have the right to require the redemption or repurchase
of the Series F Preferred Stock. Any redemption of the Series F Preferred Stock
is subject to the Corporation's receipt of any required prior approval by the
Board of Governors of the Federal Reserve System or other successor regulatory
authority (the "Federal Reserve") and to the satisfaction of any conditions set
forth in the capital standards, guidelines or regulations of the Federal Reserve
applicable to redemption of the Series F Preferred Stock.
Holders of the Series F Preferred Stock will have no voting rights, except with
respect to certain fundamental changes in the terms of the Series F Preferred
Stock and certain other matters. In addition, if dividends on the Series F
Preferred Stock are not paid in full for at least six quarterly dividend periods
or their equivalent, whether or not consecutive, the holders of the Series F
Preferred Stock, acting as a single class with any other parity securities
having similar voting rights that are then exercisable, will have the right to
elect two directors to the Corporation's board of directors. The terms of office
of these directors will end when the Corporation has paid or set aside for
payment full dividends for at least one year's worth of dividend periods on the
Series F Preferred Stock and any non-cumulative parity securities and all
dividends on any cumulative parity securities have been paid in full.
The foregoing description of the terms of the Series F Preferred Stock is
qualified in its entirety by reference to the full text of the Articles
Supplementary, which are included as Exhibit 3.1 to this Current Report on Form
8-K and are incorporated by reference herein.
Item 8.01. Other Events.
On June 3, 2020, the Corporation closed the public offering of 500,000
Depositary Shares pursuant to the Underwriting Agreement. The Depositary Shares
and the Series F Preferred Stock have been registered under the Securities Act
of 1933, as amended, by a registration statement on Form S-3ASR (File
No. 333-232886) (the "Registration Statement"). The following documents are
being filed with this Current Report on Form 8-K and incorporated by reference
into the
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Registration Statement: (i) the Underwriting Agreement, (ii) the Articles
Supplementary, (iii) the Deposit Agreement, dated June 3, 2020, among the
Corporation, Computershare Inc. and Computershare Trust Company, N.A. (jointly,
the "Depositary"), and the holders from time to time of the depositary receipts
described therein, (iv) the form of certificate representing the Series F
Preferred Stock, (v) the form of depositary receipt representing the Depositary
Shares, and (vi) the validity opinion letters with respect to the Depositary
Shares and the Series F Preferred Stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated May 27, 2020, by and between
Huntington Bancshares Incorporated, on the one hand, and BofA
Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co.
LLC and UBS Securities LLC, as representatives of the several
underwriters listed in Schedule I thereto, on the other hand
3.1 Articles Supplementary of Huntington Bancshares Incorporated,
expected to be effective as of May 28, 2020
4.1 Form of Certificate Representing the 5.625% Series F
Non-Cumulative Perpetual Preferred Stock
4.2 Deposit Agreement, dated June 3, 2020, among Huntington Bancshares
Incorporated, Computershare Inc. and Computershare Trust Company,
N.A., and the holders from time to time of the depositary receipts
described therein
4.3 Form of Depositary Receipt Representing the Depositary Shares
(included as part of Exhibit 4.2)
5.1 Opinion of Venable LLP
5.2 Opinion of Wachtell, Lipton, Rosen & Katz
23.1 Consent of Venable LLP (included in Exhibit 5.1)
23.2 Consent of Wachtell, Lipton, Rosen & Katz (included as Exhibit
5.2)
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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