SALT LAKE CITY, Nov. 20, 2017 /PRNewswire/ -- Zions
Bancorporation (NASDAQ: ZION) announced today its intention to
streamline its corporate structure by merging the parent company
into its banking subsidiary, ZB, N.A or one of its subsidiaries.
The resulting entity will bear the name Zions Bancorporation, N.A.
and will continue to operate with its existing local brand names
and management teams in markets throughout the western United States.
Concurrently with the simplification of its corporate structure,
Zions will file an application with the Financial Stability
Oversight Council (FSOC) seeking a determination that the resulting
banking organization is not "systemically important" as defined by
provisions of the Dodd-Frank Wall Street Reform and Consumer
Protection Act. Although under Section 117 of the Dodd-Frank Act
the successor organization to a bank holding company with assets of
over $50 billion that ceases to exist
as a bank holding company would otherwise be treated as a nonbank
financial company that has been designated as systemically
important under Section 113 of the Act, Section 117(c) of the Act
provides that a firm may appeal such treatment as a nonbank
financial company to the FSOC.
Harris H. Simmons, Chairman and
CEO of Zions Bancorporation, stated, "Historically, Zions
Bancorporation operated as a multi-bank holding company with
separately chartered banks in each of several western states. In
late 2015, we consolidated our seven banks under a single national
bank charter as part of a larger effort to simplify our business
operations. We now conduct essentially all our business under that
single national bank charter. We believe the logical next step in
rationalizing and simplifying our business is to eliminate our
holding company, an entity which is no longer necessary in serving
customers and providing for the needs of investors." Mr. Simmons
continued, "We will seek the FSOC's determination that our bank is
not systemically important in the context of the larger U.S.
economy - a determination that would streamline our regulatory
framework and eliminate duplicative examinations and other
overlapping regulatory requirements. There is much evidence that a
consensus exists among Washington
policymakers that a straightforward regional bank of Zions' size
and lack of complexity does not warrant the 'systemically
important' appellation, and we are optimistic that the FSOC will
arrive at that conclusion as well."
Zions expects to initiate the filings and other actions required
in connection with this project, including filing a proxy statement
and other proxy materials with the Securities and Exchange
Commission and scheduling a shareholder vote to approve the
combination, before the end of the year. Assuming a favorable
result from the FSOC, receipt of required regulatory approvals and
an affirmative vote by shareholders, Zions expects to consummate
the transaction within six months from the date the appeal request
is filed with the FSOC, provided that Congressional hearings are
not held under Section 117(c)(2)(b)(ii) of the Dodd-Frank Act.
Zions is represented in this matter by the law firm of Sullivan
& Cromwell LLP.
Zions Bancorporation is one of the nation's premier financial
services companies with total assets exceeding $65 billion. Zions operates under local
management teams and distinct brands in 11 western states:
Arizona, California, Colorado, Idaho, Nevada, New
Mexico, Oregon,
Texas, Utah, Washington and Wyoming. The company is a national leader in
Small Business Administration lending and public finance advisory
services. In addition, Zions is included in the S&P 500 and
NASDAQ Financial 100 indices.
Forward Looking Information
This communication
includes forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. Statements in this communication that are based on
other than historical information or that express Zions
Bancorporation's expectations regarding future events or
determinations are forward-looking within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements reflect, among other things, our current expectations,
all of which are subject to known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or
achievements, market trends, industry results or regulatory
outcomes to differ materially from those expressed or implied by
such forward-looking statements.
Without limiting the foregoing, the words "anticipates,"
"believes," "can," "continue," "could," "estimates," "expects,"
"intends," "may," "might," "plans," "projects," "should," "would,"
"targets," "will" and the negative thereof and similar words and
expressions are intended to identify forward-looking statements.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
potential timing or consummation of the proposed transaction and
receipt of regulatory approvals or determinations, or the
anticipated benefits thereof, including, without limitation, future
financial and operating results. Important risk factors that may
cause such material differences include, but are not limited to,
risks and uncertainties related to the ability to obtain
shareholder and regulatory approvals or determinations, or the
possibility that such approvals or determinations may be delayed;
the imposition by regulators of conditions or requirements that are
not favorable to Zions; the ability of Zions Bancorporation to
achieve anticipated benefits from the consolidation and regulatory
determinations; and legislative, regulatory and economic
developments that may diminish or eliminate the anticipated
benefits of the consolidation. These risks, as well as other risks
associated with the proposed transaction, will be more fully
discussed in the proxy statement that will be filed with the
Securities and Exchange Commission in connection with the proposed
transaction.
Except as required by law, Zions Bancorporation 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.
Important Additional Information and Where to Find It
Zions Bancorporation will file a proxy statement and other relevant
documents concerning the proposed transaction with the Securities
and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain the documents free of
charge at the website maintained by the SEC at www.sec.gov. In
addition, you may obtain documents filed with the SEC by Zions free
of charge by contacting: Investor Relations, Zions Bancorporation,
One South Main Street, 15th Floor,
Salt Lake City, Utah 84133, (801)
844-7637.
Participants in Proxy Solicitation
Zions
Bancorporation, and its respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies from Zions' shareholders in connection with the proposed
transaction. Information about the directors and executive officers
of Zions and their ownership of Zions stock is set forth in the
proxy statement for Zions' 2017 Annual Meeting of Shareholders.
Investors may obtain additional information regarding the interests
of such participants by reading the proxy statement for the
proposed transaction when it becomes available.
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SOURCE Zions Bancorporation