| Free Writing Prospectus (To the Prospectus dated April 4, 2011, as supplemented by the Prospectus Supplement dated August 5, 2013) |
Filed Pursuant to Rule 433 Registration Statement No. 333-173299 August 8, 2013 |
Zions Bancorporation
195,152 Shares of
Series J Fixed/Floating-Rate Non-Cumulative Perpetual Preferred Stock
Summary of Terms for Issuance
| Issuer: | Zions Bancorporation (the “Company”) | |
| Securities Offered: | Shares of Series J Fixed/Floating-Rate Non-Cumulative Perpetual Preferred Stock (the “Series J Preferred Shares”) | |
| Size: | $195,152,000 | |
| Number of Series J Preferred Shares issued:1 | 195,152 | |
| Public offering price per Series J Preferred Share: | $1,000 | |
| Ratings: | BB / B / B / BB (S&P / Fitch / DBRS / KBRA) | |
| Proceeds, before expenses, to the issuer: | $191,503,490 | |
| Underwriting Commissions:2 | $3,648,510 | |
| Dividend (Non-Cumulative): |
When, as, and if declared by the Company’s board of directors or a duly authorized committee thereof, dividends on the Series J Preferred Shares will be payable at a rate of 7.20% per annum from and including August 13, 2013 to, but excluding, September 15, 2023, and from and including September 15, 2023, at an annual floating rate equal to three-month LIBOR plus a spread of 4.44%. | |
| Dividend Payment Dates: | Semi-annually in arrears on September 15 and March 15, beginning on March 15, 2014 and ending on September 15, 2023, and quarterly in arrears on March 15, June 15, September 15 and December 15, beginning on December 15, 2023. | |
| Redemption: | The Series J Preferred Shares may be redeemed at the Company’s option, in whole, or in part, on and after September 15, 2023 at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series J Preferred Shares may be redeemed at the Company’s option, in whole, but not in | |
| 1 | All of the 195,152 Series J Preferred Shares to be sold in the offering ($195,152,000 aggregate liquidation preference) were sold pursuant to the auction. |
| 2 | Reflects 123,029 Series J Preferred Shares sold to institutional investors, for which the underwriters received an underwriting discount of $15 per share, and 72,123 Series J Preferred Shares sold to retail investors, for which the underwriters received an underwriting discount of $25 per share. |
| part, prior to September 15, 2023, upon the occurrence of a “regulatory capital treatment event,” as described in the prospectus supplement, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Holders of Series J Preferred Shares will not have the right to require the redemption or repurchase of the Series J Preferred Shares. | ||
| Trade Date: | August 8, 2013 | |
| Settlement Date: | August 13, 2013 (T+3) | |
| Liquidation Preference/Listing: | $1,000 per Series J Preferred Share; Series J Preferred Shares will not be listed on any national securities exchange | |
| Joint Book-Running Managers: | Deutsche Bank Securities Inc. Goldman, Sachs & Co. Macquarie Capital (USA) Inc. Zions Direct, Inc. | |
| CUSIP/ISIN: | 989701 BF3 / US989701BF32 | |
Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.
Zions Bancorporation has filed a registration statement (Registration Statement No. 333-173299, including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus dated April 4, 2011 contained in that registration statement, the preliminary prospectus supplement dated August 5, 2013, and other documents Zions Bancorporation has filed with the SEC for more complete information about Zions Bancorporation and this offering. You may get these documents and other documents Zions Bancorporation has filed for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, you may request these documents by calling Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, Goldman, Sachs & Co. toll-free at 1-866-471-2526, Macquarie Capital (USA) Inc. toll-free at 1-888-268-3937 or by visiting Zions Direct’s auction website at www.zionsdirect.com. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.