Zions Bancorporation Commences Tender Offers to Purchase Up to $500,000,000 Principal Amount of Outstanding Senior Notes

News provided by

Sep 15, 2014, 04:14 ET

SALT LAKE CITY, Sept. 15, 2014 /PRNewswire/ -- Zions Bancorporation ("Zions" or the "Company") (Nasdaq: ZION) announced today the commencement of cash tender offers to purchase up to $500,000,000 aggregate principal amount of its outstanding senior notes through both an "Any and All Tender Offer" and a "Waterfall Tender Offer."

In the Any and All Tender Offer, Zions is offering to purchase any and all of its outstanding 4.50% Senior Notes due March 27, 2017 (the "Any and All Notes"), of which $400 million in aggregate principal amount were outstanding as of the date hereof.

In the Waterfall Tender Offer, Zions is offering to purchase its 4.00% Senior Notes due June 20, 2016 and its 4.50% Senior Notes due June 13, 2023 (collectively, the "Waterfall Notes") in an aggregate principal amount of up to $500,000,000 less the aggregate principal amount of Any and All Notes purchased in the Any and All Tender Offer. Acceptance of tendered Waterfall Notes will be subject to the Acceptance Priority Levels set forth in the table below, with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level, and may be subject to proration.

The table below indicates each series of notes subject to the tender offers.

CUSIP Number	Title of Security	Principal Amount Outstanding	Acceptance Priority Level	Bloomberg Reference Page	Reference Security	Fixed Spread	Early Tender Premium (1)
Any and All Offer
989701BB2	4.50% Senior Notes due March 27, 2017	$400,000,000	N/A	FIT1	1% due September 15, 2017	+57 bps	N/A
Waterfall Offer
989701BC0	4.00% Senior Notes due June 20, 2016	$198,448,000	1	FIT1	0.5% due August 31, 2016	+40 bps	$30
989701BE6	4.50% Senior Notes due June 13, 2023	$300,000,000	2	FIT1	2.375% due August 15, 2024	+100 bps	$30

________________________

(1)

Per $1,000 principal amount of 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.

The Any and All Tender Offer will expire at 5:00 p.m., New York City time, on September 23, 2014, unless extended or earlier terminated by the Company (such time and date, as the same may be extended or earlier terminated, the "Any and All Expiration Time"). 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 total consideration for each $1,000 principal amount of notes tendered and accepted for purchase pursuant to the tender offers will be determined by reference to the fixed spread specified for each series of notes in the table above over the yield of the applicable reference security described in the table above, as further specified in the Offer Documents (as defined below). The applicable reference security yield will be calculated by the dealer managers for the Offers at 2:00 p.m. New York City time, on September 23, 2014 for the Any and All Tender Offer and at 2:00 p.m. New York City time, on September 29, 2014 for the Waterfall Tender Offer.

Holders of Any and All Notes that are validly tendered and accepted for purchase will receive the total consideration for the Any and All Notes.

Holders of Waterfall Notes that are validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on September 29, 2014 (the "Early Tender Time") and that are accepted for purchase will receive the applicable total consideration for such Waterfall Notes. The total consideration for each series of Waterfall Notes also includes the applicable early tender premium. 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 applicable total consideration minus the applicable 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 such notes to, but not including, the applicable settlement date. The settlement dates for the Any and All Tender Offer and the Waterfall Tender Offer will follow promptly after the applicable expiration date.

The Company reserves the right but is under no obligation, at any point following the Early Tender Time and before the Waterfall Expiration Time, to accept for purchase any Waterfall Notes validly tendered and not subsequently withdrawn at or prior to the Early Tender Time (the "Early Settlement Date"). The Early Settlement Date will be determined at the Company's option and is currently expected to occur on the first business day following the Early Tender Time, subject to all conditions to the Waterfall Offer having been satisfied or waived by the Company.

The terms and conditions of the Offers are described in the offer to purchase dated September 15, 2014 and the related letter of transmittal (the "Offer Documents"). The Offers are subject to the satisfaction or waiver of certain conditions specified in these Offering Documents.

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.