| Free Writing Prospectus (To the Prospectus dated April 4, 2011, as supplemented by the Prospectus Supplement dated April 22, 2013) |
Filed Pursuant to Rule 433 Registration Statement No. 333-173299 April 29, 2013 |
5,048,846 Depositary Shares
Each Representing a 1/40th Interest in a Share of
Series H Fixed-Rate Non-Cumulative Perpetual Preferred Stock
Summary of Terms for Issuance
| Issuer: | Zions Bancorporation (the “Company”) | |
| Securities Offered: | Depositary Shares Each Representing a 1/40th Interest in a Share of Series H Fixed-Rate Non-Cumulative Perpetual Preferred Stock (the “Series H Preferred Stock”) | |
| Size | $126,221,150 | |
| Number of depositary shares issued1 | 5,048,846 | |
| Public offering price per depositary share | $25 | |
| Ratings: | BB / B (low) / BB (S&P / DBRS / KBRA) | |
| Proceeds, before expenses, to the issuer: | $123,065,621.25 | |
| Underwriting Commissions: | $3,155,528.75 | |
| 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 H Preferred Stock will be payable at a rate per annum equal to 5.75%. | |
| Dividend Payment Dates: | Quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2013. | |
| Redemption | The Series H Preferred Stock may be redeemed at the Company’s option, in whole, or in part, on and after June 15, 2019 at a redemption price equal to $1,000 per share of Series H Preferred Stock (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series H Preferred Stock may be redeemed at the Company’s option, in whole, but not in part, prior to June 15, 2019, 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 of Series H Preferred Stock (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any | |
| 1 | Of the 5,048,846 Depositary Shares to be sold in the offering, 4,000,000 Depositary Shares ($100,000,000 aggregate liquidation preference) were sold pursuant to the auction, and 1,048,846 Depositary Shares ($26,221,150 aggregate liquidation preference) were sold outside of the auction. |
| undeclared dividends. Neither the holders of Series H Preferred Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Series H Preferred Stock. | ||
| Trade Date: | April 29, 2013 | |
| Settlement Date: | May 3, 2013 (T+4) | |
| Liquidation Preference/Listing: | $25 per depositary share; NYSE listing pending; SEC registered | |
| Joint Book-Running Managers: | Deutsche Bank Securities Inc. Goldman, Sachs & Co. Keefe, Bruyette &Woods, Inc. Macquarie Capital (USA) Inc. Zions Direct, Inc. | |
| CUSIP/ISIN: | 989701 834 / US9897018340 | |
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 April 22, 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, Keefe, Bruyette & Woods, Inc. toll free at 1-800-966-1559, Macquarie Capital (USA) Inc. toll-free at 1-888-268-3967 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.