SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ZIONS BANCORPORATION
(Name of Subject Company (Issuer))
ZIONS BANCORPORATION, AS ISSUER
(Name of Filing Persons (Identifying status as offeror, Issuer, or other person)
6.00% Subordinated Notes due September 15, 2015
5.50% Subordinated Notes due November 16, 2015
(Title of Class of Securities)
989701AJ6
989701AM9
(CUSIP Number of Class of Securities)
Thomas E. Laursen
Executive Vice President, General Counsel and Secretary
One South Main, 15th Floor
Salt Lake City, Utah, 84133
Telephone: (801) 524-4787
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copies to:
Patrick S. Brown
Sullivan & Cromwell LLP
1888 Century Park East, 21st Floor
Los Angeles, California 90067
(310) 712-6600
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
| $249,837,500.00 | $32,179.07 | |
| (1) | Calculated solely for purposes of determining the amount of the filing fee. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $32,179.07 | Filing Party: Zions Bancorporation | |
| Form or Registration No: Schedule TO | Date Filed: November 6, 2013 |
| ¨ | Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO, originally filed by Zions Bancorporation, a Utah corporation (the “Company”), with the Securities and Exchange Commission (“SEC”) on November 6, 2013, as amended and supplemented by Amendment No. 1 to Schedule TO filed on November 18, 2013 (as amended and supplemented, the “Schedule TO”) . The Schedule TO relates to the separate offers by the Company, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 6, 2013 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), to purchase for cash (a) up to $115,000,000 aggregate principal amount of the Company’s 6.00% Subordinated Notes due September 15, 2015 (“6% Convertible Notes”) and (b) up to $115,000,000 aggregate principal amount of the Company’s 5.50% Subordinated Notes due November 16, 2015 (“5.50% Convertible Notes” and, together with the 6% Convertible Notes, the “Convertible Notes”).
In addition to the Convertible Notes that relate to the Schedule TO, the Company, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal, is also making separate offers to purchase for cash (a) up to $10,000,000 aggregate principal amount of the Company’s 2009 6.00% Subordinated Notes due September 15, 2015 (“6% Non-Convertible Notes”) and (b) up to $10,000,000 aggregate principal amount of the Company’s 2009 5.50% Subordinated Notes due November 16, 2015 (“5.50% Non-Convertible Notes,” together with the 6% Non-Convertible Notes, the “Non-Convertible Notes” and collectively the Convertible and Non-Convertible Notes, the “Notes,” and each a “Series” of Notes) (each, offer to purchase Convertible Notes and Non-Convertible Notes, an “Offer” and, collectively, the “Offers”).
Only those items that are amended are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment No. 2 does not modify any of the other information previously reported on Schedule TO and in the Offer to Purchase or the Letter of Transmittal. You should read Amendment No. 2 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
| Item 4. | Terms of the Transaction |
Item 4(a) of the Schedule TO is hereby amended and supplemented by adding the following language:
The Offers expired at 11:59 p.m., New York City time, on December 5, 2013 (the “Expiration Time”). As of the Expiration Time, holders of the Notes had validly tendered and not validly withdrawn the principal amount of each Series set forth in the table below. The Company has accepted the aggregate principal amount for each Series set forth in the table below. Because the aggregate principal amount of each Series of Notes validly tendered and not validly withdrawn exceeds the applicable Series Maximum, the Company will accept Notes for purchase for each Series up to the applicable Series Maximum on a pro rata basis based on the applicable proration factor set forth in the table below. The Company expects to cause settlement on December 6, 2013 for Notes accepted for purchase. A copy of the press release announcing the expiration and final results of the tender offer is filed as Exhibit (a)(5)(B) hereto and is incorporated herein by reference.
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| CUSIP |
Title of Security |
Principal Amount Outstanding (as of November 1, 2013) |
Series Maximum |
Principal Amount Tendered as of Expiration Time |
Proration Factor1 |
Principal Amount Accepted for Purchase |
Principal Amount Outstanding after Settlement |
|||||||||||||||||||
| 989701AJ6 |
6.00% Subordinated Notes due September 15, 2015 (“6% Convertible Notes”) | $ | 194,292,000 | $ | 115,000,000 | $ | 120,195,000 | 95.86 | % | $ | 115,000,000 | $ | 79,292,000 | |||||||||||||
| 989701AV9 |
2009 6.00% Subordinated Notes due September 15, 2015 (“6% Non-Convertible Notes”) | $ | 42,303,000 | $ | 10,000,000 | $ | 33,473,000 | 30.00 | % | $ | 9,937,000 | $ | 32,366,000 | |||||||||||||
| 989701AM9 |
5.50% Subordinated Notes due November 16, 2015 (“5.50% Convertible Notes”) | $ | 186,595,000 | $ | 115,000,000 | $ | 128,573,000 | 89.53 | % | $ | 115,000,000 | $ | 71,595,000 | |||||||||||||
| 989701AW7 |
2009 5.50% Subordinated Notes due November 16, 2015 (“5.50% Non-Convertible Notes”) | $ | 62,078,000 | $ | 10,000,000 | $ | 43,025,000 | 23.38 | % | $ | 10,000,000 | $ | 52,078,000 | |||||||||||||
| 1 | The proration factors have been rounded to nearest hundredth of a percentage point. |
| Item 12. | Exhibits |
Item 12 of the Schedule TO is hereby amended and restated as follows:
EXHIBIT INDEX
| (a)(1)(A) |
Offer to Purchase, dated November 6, 2013.* | |
| (a)(1)(B) |
Letter of Transmittal.* | |
| (a)(5)(A) |
Press Release, dated November 6, 2013.* | |
| (a)(5)(B) |
Press Release, dated December 6, 2013. | |
| (b) |
Not applicable. | |
| (d)(1) |
Restated Articles of Incorporation of Zions Bancorporation dated November 8, 1993, incorporated by reference to Exhibit 3.1 of Form S-4 filed on November 22, 1993. * | |
| (d)(2) |
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation with respect to the Series J Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock, dated August 8, 2013, incorporated by reference to Exhibit 3.1/4.1 of Form 8-K filed on August 8, 2013.* | |
| (d)(3) |
Restated Bylaws of Zions Bancorporation dated November 8, 2011, incorporated by reference to Exhibit 3.13 of Form 10-Q for the quarter ended September 30, 2011.* | |
| (d)(4) |
Subordinated Debt Indenture dated September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to subordinated debt securities of Zions Bancorporation, incorporated by reference to Exhibit 4.2 of Form 10-K for the year ended December 31, 2011.* | |
| (d)(5) |
Supplemental Indenture dated June 30, 2009, supplementing the Subordinated Indenture dated as of September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to subordinated debt securities of Zions Bancorporation, incorporated by reference to Exhibit 4.2 of Form 8-K filed July 2, 2009.* | |
| (d)(6) |
Deposit Agreement, dated as of December 7, 2006, among Zions Bancorporation, Zions First National Bank, as Depositary, and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.3 of Form 8-K filed December 7, 2006.* | |
| (d)(7) |
Deposit Agreement, dated as of July 8, 2008, among Zions Bancorporation, Zions First National Bank, as Depositary, and the holders from time to time of the depositary receipts described therein, , incorporated by reference to Exhibit 4.3 of Form 8-K filed July 8, 2008.* | |
| (g) |
Not applicable. | |
| (h) |
Not applicable. | |
| * | Previously filed with the Schedule TO filed November 6, 2013. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ZIONS BANCORPORATION | ||
| By: | /s/ W. David Hemingway | |
| Name: | W. David Hemingway | |
| Title: | Executive Vice President | |
Date: December 6, 2013
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EXHIBIT INDEX
| (a)(1)(A) |
Offer to Purchase, dated November 6, 2013.* | |
| (a)(1)(B) |
Letter of Transmittal.* | |
| (a)(5)(A) |
Press Release, dated November 6, 2013.* | |
| (a)(5)(B) |
Press Release, dated December 6, 2013. | |
| (b) |
Not applicable. | |
| (d)(1) |
Restated Articles of Incorporation of Zions Bancorporation dated November 8, 1993, incorporated by reference to Exhibit 3.1 of Form S-4 filed on November 22, 1993. * | |
| (d)(2) |
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation with respect to the Series J Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock, dated August 8, 2013, incorporated by reference to Exhibit 3.1/4.1 of Form 8-K filed on August 8, 2013.* | |
| (d)(3) |
Restated Bylaws of Zions Bancorporation dated November 8, 2011, incorporated by reference to Exhibit 3.13 of Form 10-Q for the quarter ended September 30, 2011.* | |
| (d)(4) |
Subordinated Debt Indenture dated September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to subordinated debt securities of Zions Bancorporation, incorporated by reference to Exhibit 4.2 of Form 10-K for the year ended December 31, 2011.* | |
| (d)(5) |
Supplemental Indenture dated June 30, 2009, supplementing the Subordinated Indenture dated as of September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to subordinated debt securities of Zions Bancorporation, incorporated by reference to Exhibit 4.2 of Form 8-K filed July 2, 2009.* | |
| (d)(6) |
Deposit Agreement, dated as of December 7, 2006, among Zions Bancorporation, Zions First National Bank, as Depositary, and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.3 of Form 8-K filed December 7, 2006.* | |
| (d)(7) |
Deposit Agreement, dated as of July 8, 2008, among Zions Bancorporation, Zions First National Bank, as Depositary, and the holders from time to time of the depositary receipts described therein, , incorporated by reference to Exhibit 4.3 of Form 8-K filed July 8, 2008.* | |
| (g) |
Not applicable. | |
| (h) |
Not applicable. | |
| * | Previously filed with the Schedule TO filed November 6, 2013. |
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Exhibit (a)(5)(b)
ZIONS BANCORPORATION
***FOR IMMEDIATE RELEASE***
| For: ZIONS BANCORPORATION | Contact: James Abbott | |
| One South Main Street | Tel: (801) 844-7637 | |
| Salt Lake City, Utah | ||
| Harris H. Simmons | ||
| Chairman/Chief Executive Officer |
Zions Bancorporation Announces Expiration and Successful Results of Subordinated Notes Tender Offers
SALT LAKE CITY, December 6, 2013– Zions Bancorporation (“Zions” or the “Company”) (Nasdaq: ZION) announced today the expiration and results, as shown in the table below, for its previously announced separate cash tender offers (each referred to as an “Offer,” or collectively “Offers”) to purchase up to the maximum aggregate principal amount set forth in the table below (each, a “Series Maximum”) of each series of Zions’ notes listed in the table below (collectively, the “Notes,” and each series of Notes, a “Series”).
| CUSIP |
Title of Security |
Principal Amount Outstanding (as of November 1, 2013) |
Series Maximum |
Principal Amount Tendered as of Expiration Time |
Proration Factor1 |
Principal Amount Accepted for Purchase |
Principal Amount Outstanding after Settlement |
|||||||||||||||||||
| 989701AJ6 |
6.00% Subordinated Notes due September 15, 2015 (“6% Convertible Notes”) | $ | 194,292,000 | $ | 115,000,000 | $ | 120,195,000 | 95.86 | % | $ | 115,000,000 | $ | 79,292,000 | |||||||||||||
| 989701AV9 |
2009 6.00% Subordinated Notes due September 15, 2015 (“6% Non-Convertible Notes”) | $ | 42,303,000 | $ | 10,000,000 | $ | 33,473,000 | 30.00 | % | $ | 9,937,000 | $ | 32,366,000 | |||||||||||||
| 989701AM9 |
5.50% Subordinated Notes due November 16, 2015 (“5.50% Convertible Notes”) | $ | 186,595,000 | $ | 115,000,000 | $ | 128,573,000 | 89.53 | % | $ | 115,000,000 | $ | 71,595,000 | |||||||||||||
| 989701AW7 |
2009 5.50% Subordinated Notes due November 16, 2015 (“5.50% Non-Convertible Notes”) | $ | 62,078,000 | $ | 10,000,000 | $ | 43,025,000 | 23.38 | % | $ | 10,000,000 | $ | 52,078,000 | |||||||||||||
| 1 | The proration factors have been rounded to nearest hundredth of a percentage point. |
The Offers expired at 11:59 p.m., New York City time, on December 5, 2013 (the “Expiration Time”). As of the Expiration Time, holders of the Notes had validly tendered and not validly withdrawn the principal amounts set forth in the table above. The Company has accepted the aggregate principal amount for each Series set forth in the table above. Because the aggregate principal amount of each Series of Notes validly tendered and not validly withdrawn exceeds the applicable Series Maximum, the Company will accept Notes for purchase for each Series up to the applicable Series Maximum on a pro rata basis based on the applicable proration factor set forth in the table above. The Company expects to cause settlement on December 6, 2013 for Notes accepted for purchase. In addition, holders whose Notes are purchased in the Offers will also be paid accrued and unpaid interest from the most recent interest payment date on the Notes up to, but not including, the settlement date.
The purchase price for Notes accepted for purchase by the Company is $1,087.50 per $1,000 principal amount for both the 6% Convertible Notes and the 6% Non-Convertible Notes and $1,085.00 per $1,000 principal amount for both the 5.50% Convertible Notes and 5.50% Non-Convertible Notes. Zions will purchase $249,937,000 aggregate principal amount of Notes in the Offers described above. The total consideration payable by the Company is $271,493,988 for the Notes accepted for purchase, not including accrued interest.
Due to the price paid in excess of par in connection with the purchase of these Notes and the accretion of the discount at which the Notes were carried at on Zions’ balance sheet, Zions expects to record a pre-tax charge of approximately $81 million in the fourth quarter of 2013. Relative to the third quarter of 2013, Zions expects that its annual interest expense would decline approximately $38 million as a result of the retirement of this debt; this estimate reflects this transaction in isolation, and does not contemplate the effect on interest expense of previous debt issuance or other factors.
Deutsche Bank Securities Inc. and Goldman, Sachs & Co. acted as dealer managers for the Offers. For additional information regarding the terms of the Offers, please contact: Deutsche Bank Securities Inc. 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 to Purchase, dated November 6, 2013 and the accompanying Letter of Transmittal, dated November 6, 2013 (the “Offer Materials”) may be directed to Global Bondholder Services Corporation, which is acting as the Depositary and Information Agent for the Offers, at (866) 470-4500 (toll- free). Holders may also obtain copies of the Offer Materials online at the Securities and Exchange Commission’s (“SEC’s”) website at www.sec.gov as exhibits to the Tender Offer Statement on Schedule TO filed by Zions with the SEC on November 6, 2013, as amended by Amendment No. 1 to Schedule TO filed by Zions with the SEC on November 18, 2013 and by Amendment No. 2 to Schedule TO filed by Zions with the SEC on the date hereof.
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 MATERIALS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE OFFER MATERIALS 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. 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.
Forward-looking Statement
Statements in this press release that are based on other than historical data or that express the Company’s expectations regarding future events or determinations are forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees of future performance or determinations, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either
expressed or implied, in this press release. Factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) and available at the SEC’s Internet site (http://www.sec.gov).
Except as required by law, the Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.