SALT LAKE CITY, April 25, 2016 /PRNewswire/ -- Zions
Bancorporation ("Zions" or the "Company") (Nasdaq: ZION) announced
today the commencement of three separate cash tender offers to
purchase up to the applicable maximum aggregate liquidation
preference set forth in the table below (each, a "Series Maximum")
of the securities listed in the table below (the "Securities," and
each series of Securities, a "Series").
|
Series of
Securities
|
CUSIP
No(s).
|
Liquidation
Preference
Per Share(1)
|
Aggregate
Liquidation
Preference
Outstanding
|
Offer
Range(2)
|
Series
Maximum
|
Hypothetical
Accrued
Dividends(3)
|
Hypothetical
Total
Consideration(3)
|
|
Series I
Fixed/Floating Rate Non-Cumulative
Perpetual Preferred Stock ("Series I Shares")
|
989701BD8
|
$ 1,000.00
|
$125,224,000
|
$955.00 - $980.00 per
$1,000 liquidation preference
|
$35,000,000
|
$25.62 per $1,000
liquidation preference
|
$980.62 -
$1,005.62
|
|
Series J
Fixed/Floating Rate Non-Cumulative
Perpetual Preferred Stock ("Series J Shares")
|
989701BF3
|
$ 1,000.00
|
$195,152,000
|
$1,055.00 - $1,080.00
per $1,000 liquidation preference
|
$55,000,000
|
$13.80 per $1,000
liquidation preference
|
$1,068.80 -
$1,093.80
|
|
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
|
$26.30 -
$26.85
per share
|
$30,000,000
|
$0.30 per
share
|
$26.60 -
$27.15
|
|
|
|
|
|
|
|
|
|
|
(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 Total Consideration (as defined below) for the Series G
Depositary Shares is expressed as the sum of the Purchase Price (as
defined below) for such shares plus Accrued Dividends (as defined
below). Accordingly, when comparing the range of Total
Consideration that may be received in the Offer with respect to the
Series G Depositary Shares to market prices, you should refer to
the applicable Offer Range plus 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 May 24, 2016.
|
Each offer will remain open until 11:59
p.m., New York City time,
on May 20, 2016, unless extended or
earlier terminated by Zions (such date, as it may be extended with
respect to one or more Series of Securities, the "Expiration
Date").
Zions is conducting the Offers for each Series of Securities
through a procedure commonly called a modified "Dutch
auction." This procedure enables holders of the Securities to
select the price (in specified increments for each Series), within
the Offer Range (as defined below) applicable to each Series, at
which they are willing to sell their Securities. Zions will
pay not less than $955.00 nor greater
than $980.00 (in increments of
$2.50) per Series I Share (the
"Series I Offer Range"). Zions will pay not less than
$1,055.00 nor greater than
$1,080.00 (in increments of
$2.50) per Series J Share (the
"Series J Offer Range"). Zions will pay not less than
$26.30 nor greater than $26.85 (in increments of $0.05) per Series G Depositary Share (the "Series
G Offer Range," and each of the Series G Offer Range, the Series I
Offer Range and the Series J Offer Range, an "Offer Range").
For each Series, promptly following the applicable Expiration Date,
Zions will select the lowest price per share within the applicable
Offer Range (for each Series, the "Purchase Price") that will
enable Zions to purchase Securities of such Series with an
aggregate liquidation preference equal to the applicable Series
Maximum, or, if Securities of the applicable Series having an
aggregate liquidation preference of less than the applicable Series
Maximum are validly tendered, all such Securities that are validly
tendered and not properly withdrawn. All Securities purchased
in each offer will be purchased at the same Purchase Price
regardless of whether a holder validly tendered such Securities at
a lower price.
Subject to the terms and conditions of the offers, in addition
to the applicable Purchase Price, holders who validly tender and do
not properly withdraw their Securities and whose Securities are
accepted for purchase in each offer will also be paid Accrued
Dividends for such Securities (such Purchase Price and Accrued
Dividends, together, the "Total Consideration" for such
Securities). "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
applicable settlement date.
In each offer, Zions will accept for purchase Securities of the
applicable Series such that the aggregate liquidation preference
purchased of such Securities does not exceed the applicable Series
Maximum. If accepting Securities of a given Series validly
tendered and not properly withdrawn in an offer would result in
Zions purchasing Securities of such Series with an aggregate
liquidation preference more than the applicable Series Maximum,
then the Securities of such Series accepted for purchase will be
subject to proration. Proration for each holder tendering
Securities in an offer will be based on the ratio of the number of
Securities tendered by the holder in such offer to the total number
of Securities tendered by all holders in such offer, in each case,
at or below the applicable Purchase Price.
The settlement date for each offer will be promptly following
the Expiration Date for such offer and is expected to be two
business days following the Expiration Date. Assuming none of
the offers are extended, the Company expects that the settlement
date for each offer will be May 24,
2016.
Securities tendered pursuant to an offer may be validly
withdrawn at any time on or prior to the applicable Expiration Date
by following the procedures described in the Offer to Purchase.
The terms and conditions of the offers are described in the
Offer to Purchase, dated April 25,
2016 (the "Offer to Purchase"), and the accompanying Letter
of Transmittal, dated April 25, 2016
(together with the Offer to Purchase, the "Offer Materials").
Each 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 an
offer. Holders must make their own decisions as to whether to
participate in an offer, and if they decide to do so, the number of
Securities to tender and at what price within the applicable Offer
Range 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.
Goldman, Sachs & Co. and UBS Securities LLC are acting as
dealer managers for the offer. For additional information
regarding the terms of the offers, please contact: Goldman, Sachs
& Co. at (800) 828-3182 (toll-free) or (212) 357-1039 (collect)
or UBS Securities LLC at (888) 719-4210 (toll-free) or (203)
719-4210 (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 offers, 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 OFFERS 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 OFFERS TO BE MADE BY A LICENSED BROKER OR DEALER, THE
OFFERS 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 with total assets of approximately $60 billion. Zions operates under local
management teams and unique brands in 11 Western and Southwestern
states: Arizona, California, Colorado, Idaho, Nevada, New
Mexico, Oregon,
Texas, Utah, Washington and Wyoming. The Company is a
national leader in Small Business Administration lending and public
finance advisory services, and is a consistent top recipient of
numerous Greenwich Excellence awards in banking. In addition,
Zions is included in the S&P 500 and Nasdaq Financial 100
indices.
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
include the actual amount and duration of declines in the price of
oil and gas, our ability to meet our efficiency and noninterest
expense goals, as well as other factors 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