SEC Comment Letter for HUNTINGTON BANCSHARES (HBAN) — Apr 18, 2016
HUNTINGTON BANCSHARES INC /MD/ (HBAN, HBANL, HBANM, HBANP, HBANZ) (CIK 0000049196)
Date: April 18, 2016 · CIK: 0000049196 · Accession: 0000000000-16-072562
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-209962
Letter
Mail Stop 4720 April 18, 2016 Via E -mail Richard A. Cheap General Counsel and Secretary Huntington Bancshares Incorporated 41 South High Street Columbus, OH 43287
Re: Huntington Bancshares Incorporated Amendment No. 1 to Registration Statement on Form S -4 Filed April 6 , 2016 File No. 333-209962
Dear Mr. Cheap:
We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comment s. Unless we note otherwise , our references to prior comments are to comments in our March 22, 2016 letter .
Greig Consulting Agreement, page 92
1. We note your response to our prior comment 3. Given Mr. Greig significant role in negotiating the merger transaction on behalf of First Merit Corporation, Item 18(a)(5)(i) disclosure regarding insiders’ interests in the merger and disclosure of material arrangements between you and affiliates of the company being ac quired pursuant to Item 6 of Form S -4, represent disclosure material to an investment decision. Therefore, we believe that the consulting agreement with Mr. Greig is a material agreement to the merger transaction and should be filed an exhibit to your reg istration statement. Please advise or otherwise file the exhibit.
Richard A Cheap Huntington Bancshares Incorporated April 18, 2016 Page 2
Exhibit 5.1
2. Please have counsel remove assumptions 6 and 7 from its legal opinion. Refer to Staff Legal Bulletin No.19, Section II.B.3(a).
Exhibit 8.1 –Opinion of Wachtel, Lipton, Rosen & Katz regarding certain tax matters Exhibit 8.2 –Opinion of Sullivan & Cromwell LLP regarding certain tax matters
3. We note that each counsel has provided a short form opinion as contemplated by Section III.B of Staff Legal Bulletin No.19. As such, please have each counsel revise its respective tax opinion to state that the tax disclosure in the prospectus represents the opinion of counsel .
Please contact Eric Envall, Staff Attorney, at (202) 551 -3234 or me at (202) 551 -3369 with any questions.
Sincerely,
/s/ Era Anagnosti
Show Raw Text
Mail Stop 4720
April 18, 2016
Via E -mail
Richard A. Cheap
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, OH 43287
Re: Huntington Bancshares Incorporated
Amendment No. 1 to Registration Statement on Form S -4
Filed April 6 , 2016
File No. 333-209962
Dear Mr. Cheap:
We have reviewed your amended registration statement and have the following
comments . In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information . If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comment s. Unless we note
otherwise , our references to prior comments are to comments in our March 22, 2016 letter .
Greig Consulting Agreement, page 92
1. We note your response to our prior comment 3. Given Mr. Greig significant role in
negotiating the merger transaction on behalf of First Merit Corporation, Item 18(a)(5)(i)
disclosure regarding insiders’ interests in the merger and disclosure of material
arrangements between you and affiliates of the company being ac quired pursuant to Item
6 of Form S -4, represent disclosure material to an investment decision. Therefore, we
believe that the consulting agreement with Mr. Greig is a material agreement to the
merger transaction and should be filed an exhibit to your reg istration statement. Please
advise or otherwise file the exhibit.
Richard A Cheap
Huntington Bancshares Incorporated
April 18, 2016
Page 2
Exhibit 5.1
2. Please have counsel remove assumptions 6 and 7 from its legal opinion. Refer to Staff
Legal Bulletin No.19, Section II.B.3(a).
Exhibit 8.1 –Opinion of Wachtel, Lipton, Rosen & Katz regarding certain tax matters
Exhibit 8.2 –Opinion of Sullivan & Cromwell LLP regarding certain tax matters
3. We note that each counsel has provided a short form opinion as contemplated by Section
III.B of Staff Legal Bulletin No.19. As such, please have each counsel revise its
respective tax opinion to state that the tax disclosure in the prospectus represents the
opinion of counsel .
Please contact Eric Envall, Staff Attorney, at (202) 551 -3234 or me at (202) 551 -3369
with any questions.
Sincerely,
/s/ Era Anagnosti
Era Anagnosti
Legal Branch Chief
Office of Financial Services
cc: Nicholas G. Demmo
Wachtell , Lipton, Rosen & Katz