Zions Bancorporation Announces Pricing of Pending Waterfall Tender Offer

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Sep 29, 2014, 03:21 ET

SALT LAKE CITY, Sept. 29, 2014 /PRNewswire/ -- Zions Bancorporation ("Zions" or the "Company") (Nasdaq: ZION) announced today the total consideration payable in connection with its previously announced tender offer (the "Waterfall Tender Offer"), which commenced on September 15, 2014, to purchase up to $263,857,000 aggregate principal amount of its outstanding 4.00% Senior Notes due June 20, 2016 and its 4.50% Senior Notes due June 13, 2023 (collectively, the "Waterfall Notes"). The Waterfall Tender Offer will expire at 11:59 p.m., New York City time, on October 10, 2014 (such time and date, as the same may be extended with respect to the Waterfall Notes, the "Waterfall Expiration Time"). The Waterfall Tender Offer is being made solely pursuant to the offer to purchase dated September 15, 2014 and the related letter of transmittal (the "Offer Documents").

The table below sets forth the Total Consideration for each series of Waterfall Notes. Each reference yield listed in the table below is based on the bid-side price of the applicable reference security listed in the table below at 2:00 p.m., New York City time, today, as described in the Offer Documents.

*CUSIP Number*	*Title of Security*	*Principal Amount Outstanding*	*Acceptance Priority Level*	*Bloomberg Reference Page*	*Reference Security*	*Reference Yield*	*Fixed Spread*	*Early Tender Premium* (1)	*Total Consideration (1)*
989701BC0	4.00% Senior Notes due June 20, 2016	$198,448,000	1	FIT1	0.5% due August 31, 2016	0.549%	+40 bps	$30	$1,051.98

989701BE6	4.50% Senior Notes due June 13, 2023	$300,000,000	2	FIT1	2.375% due August 15, 2024	2.490%	+100 bps	$30	$1,075.20

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(1)

Per $1,000 principal amount of Waterfall Notes accepted for purchase. As set forth below, an early tender premium will be paid to holders of Waterfall Notes who tender, and do not validly withdraw, their Waterfall Notes at or before the Early Tender Time (as defined below); this early tender premium is included in the Total Consideration for those Waterfall Notes tendered at or prior to the Early Tender Time and accepted for purchase. Holders of Waterfall Notes accepted for purchase will also receive accrued and unpaid interest on such Waterfall Notes from the last interest payment date up to, but not including, the date Zions makes payment for such Waterfall Notes.

Only holders of Waterfall Notes that validly tender and do not validly withdraw their Waterfall Notes at or prior to 5:00 p.m., New York City time, on September 29, 2014 (the "Early Tender Time") will be eligible to receive the applicable Total Consideration. Withdrawal rights for the Waterfall Tender Offer will expire at the Early Tender Time. Holders of Waterfall Notes that are validly tendered after the Early Tender Time, but at or prior to the Waterfall Expiration Time, and that are accepted for purchase will receive the applicable late tender consideration per $1,000 principal amount of the applicable series of Waterfall Notes, which is equal to the Total Consideration minus the applicable early tender premium. Holders will also receive accrued and unpaid interest on Waterfall Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date Zions makes payment for such Waterfall Notes. Zions anticipates making such payment with respect to Waterfall Notes tendered prior to the Early Tender Time and accepted for payment on September 30, 2014.

Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are acting as dealer managers for the Waterfall Tender Offer. For additional information regarding the terms of the Waterfall Tender Offer, please contact: Deutsche Bank Securities at (866) 627-0391 (toll-free) or (212) 250-2955 (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 Waterfall Tender Offer, at (866) 470-3800 (toll- free).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE WATERFALL TENDER OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE WATERFALL TENDER 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 WATERFALL TENDER OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF ZIONS BY 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 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.