Zions Bancorporation Announces Pricing, Early Participation Results, Upsizing and Notes Acceptance of Senior Notes Tender Offer

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Jun 14, 2013, 07:00 ET

SALT LAKE CITY, June 14, 2013 /PRNewswire/ -- Zions Bancorporation ("Zions" or the "Company") (Nasdaq: ZION) announced today the determination of the clearing price and total consideration, as shown in the table below, for its previously announced offer to purchase up to $150,000,000 (as may be increased, the "Tender Cap") aggregate principal amount of Zions' 7.75% Senior Notes due September 23, 2014 (the "Notes"). Zions also announced that it has increased the Tender Cap from $150,000,000 to $257,615,000. Except as described in this press release, all other terms of the offer as described in the Offer Documents (as defined below) remain unchanged.

On May 31, 2013, the Company commenced the offer to purchase Notes in accordance with the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal, both dated May 31, 2013 (together, the "Offer Documents"), sent to holders of the Notes.

Title of

Security

CUSIP Number

Principal Amount Outstanding

Principal

Amount

Tendered as of the Early Tender Time (1)

Clearing Price (2)

Early Tender Premium (2)

Total Consideration (2)(3)

7.75% Senior Notes due September 23, 2014

989701AX5

$499,900,000

$257,615,000

$1,089

$30

$1,089

(1) As of 5:00 p.m., New York City time, on June 13, 2013.
(2) Per $1,000 principal amount of Notes accepted for purchase.
(3) Includes the early tender premium of $30 per $1,000 principal amount of Notes (the "Early Tender Premium").

As of 5:00 p.m., New York City time, on June 13, 2013 (the "Early Tender Time"), holders of the Notes validly tendered $257,615,000 aggregate principal amount of Notes. The Company will accept for purchase all Notes validly tendered and not validly withdrawn prior to the Early Tender Time. Because the Tender Cap has been achieved, the Company will accept no further tenders unless it elects to further increase the Tender Cap. The Company expects to cause early settlement on June 18, 2013 of Notes accepted for purchase. Holders of the Notes accepted for purchase will receive the total consideration of $1,089 per $1,000 principal amount of Notes, which includes the Early Tender Premium. In addition, holders whose Notes are purchased in the Offer will also be paid accrued and unpaid interest from the most recent interest payment date on the Notes to, but not including, the applicable settlement date.

The deadline to validly withdraw tenders, which was not extended, was 5:00 p.m., New York City time, on June 13, 2013, and no withdrawal rights shall exist for tenders submitted after the Early Tender Time, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company). The offer will expire at 11:59 p.m., New York City time, on June 27, 2013, unless extended or earlier terminated by the Company.

The offer is subject to the satisfaction or waiver by the Company of certain conditions, as specified in the Offer Documents.

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 at (855) 287-1922 (toll-free) or (212) 250-7527 (collect) or Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-5183 (collect). Requests for the Offer Documents may be directed to Global Bondholder Services Corporation, which is acting as the Depositary and Information Agent for the Offer, at (866) 387-1500 (toll- free).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE NOTES 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 OF THE DEALER MANAGERS, IF ANY OF THE DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH JURISDICTION, OR 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 with combined total assets exceeding $50 billion. Zions operates its banking businesses under local management teams and community identities in 10 western and southwestern states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah and Washington. The company is a national leader in Small Business Administration lending and public finance advisory services and is a consistent recipient of numerous Greenwich Excellence awards in banking. In addition, Zions is included in the S&P 500 and NASDAQ Financial 100 indices. Investor information and links to subsidiary banks can be accessed at www.zionsbancorporation.com.