Zions Bancorporation Announces Results of Any and All Tender Offer and Tender Cap for Pending Waterfall Tender Offer
SALT LAKE CITY, Sept. 23, 2014 /PRNewswire/ -- Zions Bancorporation ("Zions" or the "Company") (Nasdaq: ZION) announced today that, pursuant to its previously announced tender offers to purchase for cash the notes listed in the tables below, $236,143,000 in aggregate principal amount of Any and All Notes subject to the Any and All Tender Offer (each, as defined below) were validly tendered and not validly withdrawn prior to the expiration of the Any and All Tender Offer at 5:00 p.m., New York City time, on September 23, 2014 (the "Any and All Expiration Time"), according to the information provided by Global Bondholder Services Corporation, the depositary and information agent for the tender offers, as more fully set forth below. All of the Any and All Notes validly tendered and not validly withdrawn prior to the Any and All Expiration Time have been accepted for purchase. Zions expects to make payment for the accepted Any and All Notes tomorrow, September 24, 2014.
The tender offers consist of two separate offers (each an "Offer", and collectively, the "Offers") on the terms set forth in the offer to purchase dated September 15, 2014 and the related letter of transmittal (the "Offer Documents"), with (i) the tender offer (the "Any and All Tender Offer") to purchase any and all of the outstanding series of notes listed in the first table below (the "Any and All Notes"), and (ii) the tender offer (the "Waterfall Tender Offer") to purchase up to the Tender Cap (as defined below) of the two series of notes listed in the second table below (collectively, the "Waterfall Notes"). Zions refers investors to the Offer Documents for the complete terms of the Offers.
| Any and All Tender Offer |
|||||||
| CUSIP Number |
Title of Security |
Principal Amount Outstanding |
Reference Security |
Reference Yield |
Fixed Spread |
Total Consideration (1) |
Principal Amount Tendered |
| 989701BB2 |
4.50% Senior Notes |
$400,000,000 |
1% due |
1.048% |
+57 bps |
$1,070.56 |
$236,143,000 |
| (1) |
Per $1,000 principal amount of Any and All Notes accepted for purchase. Holders of Any and All Notes accepted for purchase will also receive accrued and unpaid interest on such Any and All Notes from the last interest payment date up to, but not including, the date Zions makes payment for such Any and All Notes. |
|||||||||||
| Waterfall Tender Offer |
|||||||
| CUSIP Number |
Title of Security |
Principal Amount Outstanding |
Acceptance |
Bloomberg |
Reference Security |
Fixed Spread |
Early Tender |
| 989701BC0 |
4.00% Senior Notes |
$198,448,000 |
1 |
FIT1 |
0.5% due |
+40 bps |
$30 |
| 989701BE6 |
4.50% Senior Notes |
$300,000,000 |
2 |
FIT1 |
2.375% due |
+100 bps |
$30 |
| (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. |
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The maximum aggregate principal amount of the Waterfall Notes to be accepted for purchase in connection with the Waterfall Tender Offer has been set at $263,857,000 (the "Tender Cap"). Such Tender Cap is equal to $500,000,000 less $236,143,000, the aggregate principal amount of the Any and All Notes validly tendered and accepted for purchase in the Any and All Tender Offer as described above.
If any Waterfall Notes are validly tendered such that the aggregate principal amount of such tendered Waterfall Notes exceeds the Tender Cap, the Waterfall Notes will be purchased in accordance with the acceptance priority levels set forth in the second table above, and may be subject to proration as described in the Offer Documents.
As previously announced, the Waterfall Tender Offer will expire at 11:59 p.m., New York City time, on October 10, 2014, unless extended or earlier terminated (such time and date, as the same may be extended, the "Waterfall Expiration Time"). Holders of Waterfall Notes must validly tender and not validly withdraw their Waterfall Notes at or prior to 5:00 p.m., New York City time, on September 29, 2014, unless extended or earlier terminated (such time and date, as the same may be extended, the "Early Tender Time") to be eligible to receive the applicable total consideration for the Waterfall Notes, which is inclusive of an amount in cash equal to the applicable early tender premium set forth in the second table above. Holders of Waterfall Notes who validly tender their Waterfall Notes after the Early Tender Time but at or prior to the Waterfall Expiration Time will be eligible only to receive the applicable late tender consideration per $1,000 principal amount of the applicable series of Waterfall Notes, which is equal to the applicable total consideration less the applicable early tender premium.
Waterfall Notes may be validly withdrawn at any time at or prior to the Early Tender Time, but not thereafter.
The total consideration and late tender consideration with respect to the Waterfall Notes will be determined in the manner described in the Offer Documents at 2:00 p.m. New York City time, on September 29, 2014, unless extended or earlier terminated. 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.
Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are acting as dealer managers for the Offers. For additional information regarding the terms of the 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 Offers, 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 OFFERS ARE BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFERS 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 OFFERS 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.
SOURCE Zions Bancorporation
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