Securities Offered:....... 2,000,000 7.875% Noncumulative Perpetual Preferred Securities, Class C.
Conditional Exchange................Our Class C preferred securities will be issued, if ever, in connection with an exchange for the Class C preferred securities of our REIT affiliate at the direction of the OCC following a Supervisory Event on a one for one basis.
Ranking:...................Our Class C preferred securities, if issued, would rank equal to our Class D preferred securities, if issued, senior to our common stock and Class B preferred securities, if issued, and junior to all claims of our creditors, including the claims of our depositors.
Dividends:.................Dividends on our Class C preferred securities are payable at the rate of 7.875% per annum of the liquidation amount of $25.00 per share, if, when, and as declared by our board of directors. If declared, dividends are payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year or, if any such day is not a business day, on the next business day, unless the next business day falls in a different calendar year, in which case the dividend will be paid on the preceding business day. Dividends accrue in each quarterly period from the first day of such period, whether or not dividends are paid with respect to the preceding period. Dividends on our Class C preferred securities are not cumulative and, accordingly, if we do not declare a dividend or declare less than a full dividend on our Class C preferred securities for a quarterly dividend period, holders of our Class C preferred securities will have no right to receive a dividend or the full dividend, as the case may be, for that period, and we will have no obligation to pay a dividend for that period, whether or not dividends are declared and paid for any future period with respect to either our Class C preferred securities or our common shares. If the full dividend is not paid on the Class C preferred securities for a quarterly dividend period, the payment of dividends on our common shares (100% of which are owned by Huntington Bancshares) will be prohibited for that period and at least the following three quarterly dividend periods.
Upon the exchange of the Class C preferred securities of our REIT affiliate for our Class C preferred securities, any accrued and unpaid dividends at the time of the exchange on the Class C preferred securities of our REIT affiliate for the most recent quarter will be deemed to be accrued and unpaid dividends on our Class C preferred securities. Our ability to pay cash dividends is subject to regulatory and other restrictions described in this prospectus.
Liquidation Preference:....The liquidation preference for each of our Class C preferred securities is $25.00, plus an amount equal to any quarterly accrued and unpaid dividends for the then-current dividend payment.
Redemption:................Our Class C preferred securities are not redeemable prior to December 31, 2021. On and after December 31, 2021, our Class C preferred securities may be redeemed for cash at our option, with the prior approval of the OCC, in whole or in part, at any time and from time to time, at a redemption price of $25.00 per share, plus accrued and unpaid dividends for the most recent quarter, if any. Our Class C preferred securities will not be subject to any sinking fund or mandatory redemption and will not be convertible into any of our other securities.
Voting Rights:.............Holders of our Class C preferred securities, if any, will not have any voting rights, except as expressly required by law, and will not be entitled to elect any directors.