Attached files
file | filename |
---|---|
EX-1.2 - EX-1.2 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv1w2.htm |
EX-5.1 - EX-5.1 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv5w1.htm |
EX-1.1 - EX-1.1 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv1w1.htm |
EX-4.1 - EX-4.1 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv4w1.htm |
EX-5.2 - EX-5.2 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv5w2.htm |
EX-5.3 - EX-5.3 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv5w3.htm |
EX-4.2 - EX-4.2 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv4w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2010
HUNTINGTON BANCSHARES
INCORPORATED
INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland | 1-34073 | 31-0724920 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Huntington Center | ||
41 South High Street | ||
Columbus, Ohio | 43287 | |
(Address of principal executive | (Zip Code) | |
Office) |
Registrants telephone number, including area code (614) 480-8300
Not Applicable
(Former name or former address, if changed since last report.)
(Former name or former address, if changed since last report.)
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 (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
Equity Offering
On December 17, 2010, Huntington Bancshares Incorporated (the Company) completed its public
offer and sale of 146,031,747 shares of common stock, par value $0.01 (the Common Stock). The
Common Stock was sold pursuant to an underwriting agreement (the Equity Underwriting Agreement),
dated December 13, 2010, between the Company and Goldman, Sachs & Co. (Goldman Sachs), on behalf
of itself and the several underwriters specified therein. The Equity Underwriting Agreement is
attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated into this Item 8.01 by
reference.
The Equity Underwriting Agreement is more fully described in a prospectus supplement filed
with the Securities and Exchange Commission (the Commission) on December 13, 2010, to the
accompanying prospectus filed with the Commission on January 13, 2009, as part of the Companys
Registration Statement on Form S-3ASR (File No. 333-156700).
Notes Offering
On December 17, 2010, the Company also completed the public offer and sale of $300,000,000
aggregate principal amount of its 7.000% Subordinated Notes due 2020 (the Notes). The Notes
were issued pursuant to a First Supplemental Indenture dated
December 17, 2010, between the Company
and The Bank of New York Mellon Trust Company, N.A, as trustee (the First Supplemental
Indenture). The Notes were sold pursuant to an underwriting agreement (the Notes Underwriting
Agreement), dated December 15, 2010, between the Company and Goldman Sachs. The Notes
Underwriting Agreement, the First Supplemental Indenture and the form of the Notes are attached to this
Current Report on Form 8-K as Exhibit 1.2, Exhibit 4.1 and Exhibit 4.2, respectively, and are
incorporated into this Item 8.01 by reference.
The Notes Underwriting Agreement, the First
Supplemental Indenture and the Notes are more fully
described in a prospectus supplement filed with the Commission on December 15, 2010, to the
accompanying prospectus filed with the Commission on January 13, 2009, as part of the Companys
Registration Statement on Form S-3ASR (File No. 333-156700).
* * * * * *
The foregoing descriptions of the Equity Underwriting Agreement, the Notes Underwriting
Agreement, the First Supplemental Indenture and the Notes do not purport to be complete and are
qualified in their entirety by reference to Exhibit 1.1, Exhibit 1.2, Exhibit 4.1 and Exhibit 4.2,
respectively.
This Current Report on Form 8-K is being filed, in part, for the purpose of filing the
documents as Exhibits 1.1, 1.2, 4.1, 4.2, 5.1, 5.2, 5.3, 23.1, 23.2 and 23.3 as exhibits to the
Registration Statement in connection with the issuance of the Common Stock and the Notes and such
exhibits are hereby incorporated into the Companys Registration Statement on Form S-3ASR (File No.
333-156700).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
Exhibit 1.1
|
Underwriting Agreement, dated December 13, 2010, between Huntington Bancshares Incorporated and Goldman, Sachs & Co., on behalf of itself and the several underwriters named therein. | |
Exhibit 1.2
|
Underwriting Agreement, dated December 15, 2010, between Huntington Bancshares Incorporated and Goldman, Sachs & Co., on behalf of itself and the several underwriters named therein. | |
Exhibit 4.1
|
First Supplemental Indenture, dated December 17, 2010, between Huntington Bancshares Incorporated and The Bank of New York Mellon Trust Company, N.A. | |
Exhibit 4.2
|
Form of 7.000% Subordinated Notes due December 15, 2020 | |
Exhibit 5.1
|
Opinion of Venable LLP | |
Exhibit 5.2
|
Opinion of Venable LLP | |
Exhibit 5.3
|
Opinion of Wachtell, Lipton, Rosen & Katz | |
Exhibit 23.1
|
Consent of Venable LLP (included in Exhibit 5.1) | |
Exhibit 23.2
|
Consent of Venable LLP (included in Exhibit 5.2) | |
Exhibit 23.3
|
Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.3) |
SIGNATURES
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.
HUNTINGTON BANCSHARES INCORPORATED |
||||
Date: December 17, 2010 | By: | /s/ Richard A. Cheap | ||
Name: | Richard A. Cheap | |||
Title: | General Counsel and Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 1.1
|
Underwriting Agreement, dated December 13, 2010, between Huntington Bancshares Incorporated and Goldman, Sachs & Co., on behalf of itself and the several underwriters named therein. | |
Exhibit 1.2
|
Underwriting Agreement, dated December 15, 2010, between Huntington Bancshares Incorporated and Goldman, Sachs & Co., on behalf of itself and the several underwriters named therein | |
Exhibit 4.1
|
First Supplemental Indenture, dated December 17, 2010, between Huntington Bancshares Incorporated and The Bank of New York Mellon Trust Company, N.A. | |
Exhibit 4.2
|
Form of 7.000% Subordinated Notes due December 15, 2020 | |
Exhibit 5.1
|
Opinion of Venable LLP | |
Exhibit 5.2
|
Opinion of Venable LLP | |
Exhibit 5.3
|
Opinion of Wachtell, Lipton, Rosen & Katz | |
Exhibit 23.1
|
Consent of Venable LLP (included in Exhibit 5.1) | |
Exhibit 23.2
|
Consent of Venable LLP (included in Exhibit 5.2) | |
Exhibit 23.3
|
Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.3) |