SALT LAKE CITY, Oct. 19, 2015 /PRNewswire/ -- Zions
Bancorporation ("Zions" or the "Company") (Nasdaq: ZION) announced
today the commencement of a cash tender offer to purchase for cash
the securities listed in the table below (collectively, the
"Securities") in an amount such that the aggregate purchase price,
plus Accrued Dividends (as defined below) for such Securities,
shall not exceed $180,000,000 (the
"Maximum Aggregate Purchase Amount").
|
Acceptance
Priority
Level
|
Series of
Securities
|
CUSIP
No(s).
|
Liquidation
Preference
Per Share (1)
|
Aggregate
Liquidation
Preference
Outstanding
|
Offer Price
(2)
|
Hypothetical
Accrued
Dividends (3)
|
Hypothetical
Total
Consideration (3)
|
|
1
|
Series I
Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock
("Series I Shares")
|
989701BD8
|
$ 1,000.00
|
$ 300,893,000
|
$1,000.00
per $1,000
liquidation preference
|
$ 24.65
|
$ 1,024.65
|
|
2
|
Series J
Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock
("Series J Shares")
|
989701BF3
|
$ 1,000.00
|
$ 195,152,000
|
$1,090.00
per $1,000
liquidation preference
|
$ 12.60
|
$ 1,102.60
|
|
3
|
Depositary Shares,
each representing a 1/40th ownership interest in a share of Series
G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock
("Series G Depositary Shares")
|
989701859
|
$ 25.00
|
$ 171,826,775
|
$26.10
per share
|
$ 0.28
|
$ 26.38
|
|
|
(1) Each $1,000
liquidation preference of the Series I Shares and Series J Shares
is equal to one Series I Share and one Series J Share,
respectively.
|
|
|
(2) Note that market
prices for Series G Depositary Shares include accrued but unpaid
dividends. Nonetheless, in the Offer to Purchase (as defined
below), the purchase price for the Series G Depositary Shares is
expressed as the sum of the offer price for such shares plus
Accrued Dividends (as defined below). Accordingly, when
comparing the consideration to be received in the offer for the
Series G Depositary Shares to market prices, you should refer to
the sum of the offer price and Accrued Dividends. Market
prices for the Series I Shares and the Series J Shares do not
include accrued but unpaid dividends.
|
|
|
(3) Assumes the
settlement date is November 18, 2015.
|
The offer will remain open until 11:59
p.m., New York City time,
on November 16, 2015, unless extended
or earlier terminated by Zions (such date, as it may be extended
with respect to the offer, the "Expiration Date").
The consideration for each Series I Share tendered and accepted
for purchase pursuant to the offer will equal $1,000.00 per $1,000 liquidation preference, plus Accrued
Dividends. The consideration for each Series J Share tendered
and accepted for purchase pursuant to the offer will equal
$1,090.00 per $1,000 liquidation preference, plus Accrued
Dividends. The consideration for each Series G Depositary
Share tendered and accepted for purchase pursuant to the offer will
equal $26.10, plus Accrued Dividends.
"Accrued Dividends" means, for each Security, accrued and unpaid
dividends from the last dividend payment date with respect to such
Security up to, but not including, the settlement date of the
offer.
If the aggregate offer price plus the aggregate Accrued
Dividends of the Securities that are validly tendered and not
properly withdrawn as of the Expiration Date exceeds the Maximum
Aggregate Purchase Amount, the Company will accept for purchase
that number of Securities that does not result in its purchasing
more than the Maximum Aggregate Purchase Amount. In that
event, the Securities will be accepted for purchase in accordance
with the acceptance priority levels specified in the table above
(in numerical priority order) and may be subject to proration.
The settlement date for the offer will be promptly following the
Expiration Date for the offer and is expected to be two business
days following the Expiration Date. Assuming the offer is not
extended, the Company expects that the settlement date for the
offer will be November 18, 2015.
Securities tendered pursuant to the offer may be validly
withdrawn at any time on or prior to the Expiration Date by
following the procedures described in the Offer to Purchase.
The terms and conditions of the offer are described in the Offer
to Purchase, dated October 19, 2015
(the "Offer to Purchase"), and the accompanying Letter of
Transmittal, dated October 19, 2015
(together with the Offer to Purchase, the "Offer Materials"). The
offer is subject to the satisfaction or waiver of certain
conditions specified in the Offer Materials.
The Offer Materials are being sent to holders of the Securities.
Holders are urged to read the Offer Materials carefully before
making any decision with respect to the offer. Holders must make
their own decisions as to whether to participate in the offer, and
if they decide to do so, the number of Securities to tender.
Holders may obtain copies of the Offer Materials online at the
website of the Securities and Exchange Commission ("SEC") at
www.sec.gov as exhibits to the Tender Offer Statement on Schedule
TO filed by Zions with the SEC on the date hereof.
Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are
acting as dealer managers for the offer. For additional information
regarding the terms of the offer, please contact: Deutsche Bank
Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955
(collect) or Goldman, Sachs & Co. at (800) 828-3182 (toll-free)
or (212) 357-1039 (collect). Requests for the Offer Materials may
be directed to Global Bondholder Services Corporation, which is
acting as the tender agent and information agent for the offer, at
(866) 470-4500 (toll-free).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFER IS BEING
MADE SOLELY PURSUANT TO THE OFFER MATERIALS, WHICH SET FORTH THE
COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE SECURITIES SHOULD
CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE OFFER MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION
TO PURCHASE SECURITIES IN ANY JURISDICTION IN WHICH, OR TO OR FROM
ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY
JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS
REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE
OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF ZIONS BY ONE OR MORE
REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF
SUCH JURISDICTION.
About Zions Bancorporation
Zions Bancorporation is one of the nation's premier financial
services companies, consisting of a collection of great banks in
select Western U.S. markets. Zions operates its banking businesses
under local management teams and community identities in 11 Western
and Southwestern states: Arizona,
California, Colorado, Idaho, Nevada, New
Mexico, Oregon,
Texas, Utah, Washington and Wyoming.
Forward-Looking Statement
Statements in this press release that are based on other than
historical data or that express the Company's expectations
regarding future events or determinations are forward-looking
statements. Forward-looking statements provide current expectations
or forecasts of future events or determinations. These
forward-looking statements are not guarantees of future performance
or determinations, nor should they be relied upon as representing
management's views as of any subsequent date. Forward-looking
statements involve significant risks and uncertainties and actual
results may differ materially from those presented, either
expressed or implied, in this press release. Factors that could
cause actual results to differ materially from those expressed in
the forward-looking statements are discussed in the Company's most
recent Annual Report on Form 10-K and Quarterly Report on Form
10-Q, filed with the SEC and available at the SEC's website
(http://www.sec.gov).
Except as required by law, the Company specifically disclaims
any obligation to update any factors or to publicly announce the
result of revisions to any of the forward-looking statements
included herein to reflect future events or developments.
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SOURCE Zions Bancorporation