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Press release from PR Newswire

Zions Bancorporation Commences Tender Offer to Purchase Up to $150,000,000 Principal Amount of Outstanding Senior Notes

Friday, May 31, 2013

Zions Bancorporation Commences Tender Offer to Purchase Up to $150,000,000 Principal Amount of Outstanding Senior Notes

18:38 EDT Friday, May 31, 2013

SALT LAKE CITY, May 31, 2013 /PRNewswire/ -- Zions Bancorporation ("Zions" or the "Company") (Nasdaq: ZION) announced today the commencement of a cash tender offer to purchase up to $150,000,000 (subject to increase, the "Tender Cap") aggregate principal amount of Zions' 7.75% Senior Notes due September 23, 2014 (the "Notes"), at a purchase price determined in accordance with the procedures of a modified Dutch Auction (the "Offer").

Acceptable Bid Price Range

CUSIP Number

Title of Security

Principal Amount Outstanding

Minimum Price

Maximum Price

Early Tender Premium (1)

989701AX5

7.75% Senior Notes due September 23, 2014

$499,900,000

$1,080.00

$1,089.00

$30.00

 

(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 Notes who tender, and do not validly withdraw, their Notes at or before the Early Tender Time (as defined below); this early tender premium is included in the total consideration, and is not in addition to the clearing price, for those Notes tendered at or prior to the Early Tender Time and accepted for purchase.

 

The total consideration paid in the Offer will be determined based on the Acceptable Bid Price Range of $1,080.00 to $1,089.00. The maximum amount to be purchased by the Company in the Offer is $150,000,000, assuming no increase. Only tenders of Notes at or prior to 5:00 p.m. New York City time, on June 13, 2013 (the "Early Tender Time") at Bid Prices within the Acceptable Bid Price Range set forth in the table above will be used for the purposes of calculating the clearing price.  No tenders outside of the Acceptable Bid Price Range will be accepted in the offer. Any Notes validly tendered and not validly withdrawn after the Early Tender Time and at or prior to the Expiration Time (as defined below) will be deemed to have been tendered with a Bid Price equal to the clearing price. Holders of Notes who validly tender and do not validly withdraw their Notes after the Early Tender Time and at or before the Expiration Time will receive the late tender consideration per $1,000 principal amount of Notes tendered by such Holders that are accepted for purchase, which is equal to the total consideration minus the early tender premium. 

The Offer will remain open until 11:59 p.m., New York City time, on June 27, 2013 (the "Expiration Time"), unless extended or earlier terminated by the Company. 

The Company reserves the right but is under no obligation, at any point following the Early Tender Time and before the Expiration Time, to accept for purchase any 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 third business day following the Early Tender Time, subject to all conditions to the Offer having been satisfied or waived by the Company. 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 terms and conditions of the Offer are described in the offer to purchase dated May 31, 2013 and the related letter of transmittal. The Offer is subject to the satisfaction or waiver of certain conditions specified in these offering materials.

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.

SOURCE Zions Bancorporation

For further information: James Abbott, (801) 844-7637

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