SEC Division of Corporation Finance no-action letter: Huntington Bancshares Incorporated

June 24, 2021
Wayne M. Carlin, Esq.
Wachtell, Lipton, Rosen & Katz
51 W. 52nd Street
New York, N.Y. 10019-6150
Re: Huntington Bancshares Incorporated – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Mr. Carlin:
This is in response to your letter dated June 24, 2021, written on behalf of Huntington Bancshares Incorporated (“Huntington”) and constituting an application for relief from Huntington being considered an “ineligible issuer” under clause (1)(iv) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). Huntington requests relief from being considered an ineligible issuer under Rule 405, due to the entry on June 24, 2021 of a Commission Order (“Order”) pursuant to Section 8A of the Securities Act against Gateway One Lending & Finance, LLC (“Gateway”), a subsidiary of Huntington. The Order requires that, among other things, Gateway cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act. Assuming that Gateway complies with the Order, we have determined that Huntington has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that Huntington will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from Huntington being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts or circumstances from those represented in the letter or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance