Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-212820

May 8, 2018

Huntington Bancshares Incorporated

4.00% Senior Notes Due May 15, 2025 (the “Notes”)

S UMMARY OF T ERMS D ATED M AY  8, 2018

 

Issuer   Huntington Bancshares Incorporated
Security   4.00% Senior Notes Due 2025
Note Type   Senior Notes
Legal Format  

SEC Registered (Registration Statement

No. 333-212820)

Aggregate Principal Amount Offered   $500,000,000
Minimum Denominations   $2,000
Minimum Increments   $1,000
Trade Date   May 8, 2018
Settlement Date   May 15, 2018 (T+5)
Maturity Date   May 15, 2025
Interest Payment Dates   Each May 15 and November 15, commencing on November 15, 2018
Reference Benchmark   UST 2.875% Notes, due April 30, 2025
Benchmark Yield   2.927%
Spread to Benchmark   T+ 112.5 basis points
Reoffer Yield   4.052%
Coupon   4.000%
Redemption Provision   The Issuer may redeem the Notes, in whole or in part, on or after April 15, 2025, the date that is one month prior to the maturity date, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon to the redemption date.
Price to Investors   99.686% of the face amount
Underwriting Discount   0.450% of the face amount
Concurrent Offering   The Huntington National Bank has priced $750,000,000 of 3.25% Senior Notes to be issued on May 15, 2018.
Listing   None
Joint Book-Running Managers  

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

RBC Capital Markets, LLC

The Huntington Investment Company


Co-Managers  

Deutsche Bank Securities Inc.

MUFG Securities Americas Inc.

Sandler O’Neill & Partners, L.P.

CUSIP Number   446150 AM6
ISIN Number   US446150AM64

The Issuer has filed a registration statement (File Number 333-212820) (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 Morgan Stanley & Co. LLC, telephone: 866-718-1649, Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, facsimile: 212-902-9316, email: prospectus-ny@ny.email.gs.com and RBC Capital Markets, LLC, telephone: 866-375-6829, email: rbcnyfixedincomeprospectus@rbccm.com.

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