2014

BBVA Compass Announces Tender Offer for Subordinated Notes

BIRMINGHAM, Ala., April 4, 2012 /PRNewswire/ -- BBVA Compass today announced that it has commenced an offer to purchase for cash (the "Tender Offer") up to $150 million in aggregate principal amount (the "Maximum Tender Amount") of its 5.90% Subordinated Notes due 2026 (the "2026 Notes") and its 5.50% Subordinated Notes due 2020 (the "2020 Notes" and, collectively, the "Securities").

BBVA Compass will purchase Securities that are validly tendered and not validly withdrawn in accordance with the priorities set forth in the Offer to Purchase (as defined below). Therefore, BBVA Compass will purchase all of the 2026 Notes that are validly tendered and not validly withdrawn up to the Maximum Tender Amount. To the extent the principal amount of the 2026 Notes that are validly tendered and not validly withdrawn is less than the Maximum Tender Amount, BBVA Compass will purchase the 2020 Notes that are validly tendered and not validly withdrawn up to an amount such that the total principal amount of Securities that BBVA Compass purchases equals the Maximum Tender Amount. BBVA Compass may, in its sole discretion, increase the Maximum Tender Amount.

The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated April 4, 2012 (the "Offer to Purchase") and the related Letter of Transmittal. The Tender Offer will expire at 5:00 p.m., New York City time, on Wednesday, May 2, 2012 (the "Expiration Date"), unless extended or earlier terminated. Tenders of the Securities may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on Wednesday April 18, 2012, but may not be withdrawn thereafter.










Dollars per $1,000 Principal
Amount of Securities



Title of Security


CUSIP

Number



Principal

Amount

Outstanding


Acceptance

Priority


Tender Offer

Consideration



Early

Tender

Premium



Total

Consideration



5.90% Subordinated Notes

 due 2026


 

20449EEE2



$275,000,000


 

1


$970



$30



$1,000





















5.50% Subordinated Notes

 due 2020


 

20449EBT2



$300,000,000


2


$990



$30



$1,020



 

BBVA Compass intends to use cash on hand to pay for the Securities accepted for payment. BBVA Compass' obligation to accept for payment and to pay for the Securities in the Tender Offer is subject to the satisfaction or waiver of a number of customary conditions.

The consideration for each $1,000 principal amount of each issue of the Securities validly tendered and accepted for purchase pursuant to the Tender Offer will be the applicable tender offer consideration for such issue of Securities set forth in the table above (with respect to each issue, the "Tender Offer Consideration"). Holders of Securities that are validly tendered at or prior to 5:00 p.m., New York City time, on Wednesday, April 18, 2012 (the "Early Tender Date") and accepted for purchase will receive the Tender Offer Consideration for the Securities plus the early tender premium set forth in the table above (the "Early Tender Premium"). Holders of Securities tendered after the Early Tender Date but before the Expiration Date and accepted for purchase will receive the Tender Offer Consideration, payable on the settlement date, but not the Early Tender Premium.

Payments for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant issue of Securities up to, but not including, the settlement date. The settlement date is expected to be one business day following the Expiration Date, assuming all conditions to the Tender Offer have been satisfied or waived.

Citigroup is acting as sole Dealer Manager for the Tender Offer. The Depositary and the Information Agent is Global Bondholder Services Corporation. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at (866) 873-6300 (toll-free) or (212) 430-3774 (collect). Questions regarding the Tender Offer should be directed to Citigroup at (800) 558-3745 (toll-free).

None of BBVA Compass, its board of directors, the Depositary and Information Agent, the Dealer Manager, the fiscal and paying agent with respect to the 2020 Notes or the issuing and paying agent with respect to the 2026 Notes is making any recommendation as to whether holders should tender Securities in response to the Tender Offer. Holders must make their own decision as to whether to tender their Securities, and, if so, the principal amount of Securities to tender.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

For more BBVA Compass news visit: http://www.bbvacompass.com

About BBVA Compass

BBVA Compass is a Sunbelt-based financial institution that operates more than 710 branches including 371 in Texas, 93 in Alabama, 78 in Arizona, 65 in California, 45 in Florida, 37 in Colorado and 21 in New Mexico. BBVA Compass ranks among the top 25 largest U.S. commercial banks based on deposit market share and ranks among the largest banks in Alabama (2nd), Texas (4th) and Arizona (5th). BBVA Compass has been recognized as one of the nation's leading Small Business Administration (SBA) lenders, earning 'Lender of the Year' honors in 2009 and 2010. Additional information concerning BBVA Compass can be found on our website www.bbvacompass.com.

About BBVA Group

BBVA Compass is an indirect subsidiary of BBVA (NYSE: BBVA) (MAD: BBVA). BBVA is a customer-centric global financial services group founded in 1857. The Group has a solid position in Spain, it is the largest financial institution in Mexico and it has leading franchises in South America and the Sunbelt Region of the United States. Its diversified business is biased to high-growth markets and it relies on technology as a key sustainable competitive advantage. BBVA ranks among the leading Eurozone banks in terms of ROE and efficiency. Corporate responsibility is at the core of its business model. BBVA fosters financial education and inclusion, and supports scientific research and culture. It operates with the highest integrity, a long-term vision and applies the best practices. The Group is present in the main sustainability indexes.

Editor's Note:
BBVA Compass is a trade name of Compass Bank. Compass Bank, member FDIC.

Forward-Looking Statements

Certain statements in this release, including statements regarding our business, financial condition, results of operation, cash flows, strategies and prospects, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of BBVA Compass to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. A variety of factors may affect the operations, performance, business strategy, and results of BBVA Compass including, but not limited to: (1) financial market volatility, including the level of interest rates and effects of such interest rates on derivative contracts; (2) the strength of the U.S. economy in general and the strength of the local economies in which BBVA Compass operates may be different than expected resulting in deteriorating credit quality, a reduced demand for credit or a weakened ability to generate deposits; (3) disruptions in the liquidity and other functioning of financial markets, including disruptions in the markets for real estate and other assets commonly securing financial products; (4) access to adequate funding sources to support BBVA Compass' balance sheet and to continue funding loan growth; (5) the impact of changes in laws and regulations governing the financial services industry; (6) the failure of assumptions underlying the establishment of reserves for loan losses; (7) capital market conditions, including the impact on asset valuations; (8) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve; (9) technological changes; (10) unfavorable judicial or regulatory proceedings or rulings; (11) the impact of changes in accounting principles and practices; (12) actions and initiatives by current and potential competitors; (13) the ability to retain key personnel; (14) changes in BBVA Compass' markets resulting from consolidations of clients and competitors; (15) new legal obligations or pending litigation; (16) capital requirements imposed by federal bank regulators; (17) effects of natural disasters, terrorist activities and similar events; and (18) significant delay in or inability to execute strategic initiatives designed to grow revenues and/or control expenses. If BBVA Compass' assumptions and estimates are incorrect, or if BBVA Compass becomes subject to significant limitations as the result of litigation or regulatory action, then BBVA Compass' actual results could vary materially from the forward-looking statements made in this release. BBVA Compass assumes no obligation to update any forward-looking statement except as required by law.

SOURCE BBVA Compass



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