Fulton Financial Corporation (“Fulton” or the “Company”) (Nasdaq: FULT) announced today that it
has commenced a cash tender offer (the “Offer”) to purchase its 4.500% Subordinated Notes
due 2024 (the “Subordinated Notes”)
and its 3.60% Senior Notes due 2022 (the “Senior Notes” and, together with the Subordinated
Notes, the “Notes” and each a
“Series” of Notes) up to the maximum
aggregate principal amount (each a “Tender
Cap”) specified in the table below.
The Offer is being made pursuant to and is subject to the terms
and conditions set forth in the Offer to Purchase, dated March 16,
2021 (the “Offer to Purchase”) and the
related Letter of Transmittal (the “Letter of
Transmittal”). The purpose of the Offer is to acquire
outstanding Notes up to the applicable Tender Cap and reduce the
Company’s aggregate interest expense. Notes purchased in the Offer
will be retired and cancelled. The Company intends to fund the
purchase of Notes validly tendered and accepted for purchase
pursuant to the Offer with cash on hand. Capitalized terms not
defined herein shall have the meaning set forth in the Offer to
Purchase.
The following table sets forth some of the terms of the
Offer:
Title of Security
CUSIP Number
Aggregate Principal Amount
Outstanding
Aggregate Maximum Principal
Amount (Tender Cap)
Reference U.S. Treasury
Security
Bloomberg Reference
Page(1)
Fixed Spread (basis
points)(2)
Early Tender
Premium(3)
Hypothetical Total
Consideration(2)(3)(4)
4.500% Subordinated Notes due
2024
360271 AJ9
$250,000,000
$75,000,000
UST 0.25% due March 15, 2024
FIT1
+ 65
$30
$1,124.78
Late Tender Offer
Consideration (per $1,000)
Early Tender
Premium(3)
Total
Consideration(2)(3)
3.60% Senior Notes due 2022
360271 AK6
$125,000,000
$60,000,000
N/A
N/A
$1,001.25
$30
$1,031.25
_____________________________
(1)
The applicable page on Bloomberg from
which the Dealer Manager (as defined herein) will quote the bid
side price of the Reference U.S. Treasury Security.
(2)
Includes the Early Tender Premium.
(3)
Per $1,000 principal amount of Notes
validly tendered before the Early Tender Date, not validly
withdrawn and accepted for purchase.
(4)
Hypothetical Total Consideration is based
on the Reference Yield (as defined herein) of the Reference U.S.
Treasury Security (as set forth above) as of 10:00 a.m., New York
City time, on March 15, 2021, a maturity date of November 15, 2024
(the “Maturity Date”), and a
hypothetical settlement date of March 30, 2021. The actual
Reference Yield of the Reference U.S. Treasury Security will be
determined by the Dealer Manager, based on certain quotes available
at the Price Determination Date (as defined herein), which is
expected to be 10:00 a.m., New York City time, on March 29,
2021.
Details of the Offer
The Offer will expire at 11:59 p.m., New York City time, on
April 13, 2021, unless extended or terminated by the Company (the
“Expiration Time”). Holders of Notes
that are validly tendered and not validly withdrawn on or prior to
5:00 p.m. on March 29, 2021 (the “Early
Tender Date”) and accepted for purchase will receive the
applicable Total Consideration (as defined below), which includes
the early tender premium set forth in the table above (the
“Early Tender Premium” ). Holders of
Notes that are validly tendered and accepted for purchase after the
Early Tender Date but at or prior to the Expiration Time will only
be eligible to receive the “Late Tender Offer
Consideration” which is an amount equal to the applicable
Total Consideration minus the applicable Early Tender Premium.
Tenders of Notes may be withdrawn in accordance with the terms
and conditions of the Offer at any time prior to 5:00 p.m., New
York City time, on March 29, 2021 (the “Withdrawal Deadline”). Notes tendered at or after
the Withdrawal Deadline may not be withdrawn at any time, unless
the Company amends the Offer. Holders that tender Notes after the
Withdrawal Deadline but before the Expiration Time will not be able
to withdraw the tender of their Notes.
The “Total Consideration” (i) for
each $1,000 principal amount of Subordinated Notes validly tendered
and accepted for purchase pursuant to the Offer will be determined
in accordance with the Offer to Purchase by reference to the fixed
spread specified on the table above (the “Fixed Spread”) over the yield (the “Reference Yield”) based on the bid side price of
the U.S. Treasury Security specified in the table above (the
“Reference U.S. Treasury Security”),
as calculated by the Dealer Manager at 10:00 a.m., New York City
time, on March 29, 2021 (such time and date, as the same may be
extended, the “Price Determination
Date”) and (ii) for each $1,000 principal amount of Senior
Notes validly tendered and accepted for purchase pursuant to the
Offer will be $1,031.25.
In addition, Holders whose Notes are accepted for payment
pursuant to the Offer will be paid accrued and unpaid interest on
the Notes to, but excluding, the Early Settlement Date (as defined
below) or Final Settlement Date (as defined below), as applicable
(“Accrued Interest”).
The Company expects to pay the Total Consideration for Notes
validly tendered and delivered and not validly withdrawn before the
Early Tender Date on the first business day after the Early Tender
Date, unless extended (the “Early Tender
Settlement Date”) and the Late Tender Offer Consideration
for Notes validly tendered and delivered after the Early Tender
Date and at or before the Expiration Time on the second business
day following the Expiration Time (the “Final
Settlement Date” and, together with the Early Tender
Settlement Date, each a “Settlement
Date”). The Early Settlement Date will be promptly after the
Early Tender Date and is expected to be March 30, 2021, and the
Final Settlement Date will be promptly after the Expiration Time
and is expected to be April 15, 2021.
Notes may be subject to proration if the aggregate principal
amount of the Notes of the applicable Series validly tendered and
not validly withdrawn is greater than the applicable Tender Cap.
Furthermore, if purchasing all of the tendered Notes of a Series of
Notes on any Settlement Date would cause the applicable Tender Cap
to be exceeded, the amount of that Series of Notes purchased on
such Settlement Date will be prorated based on the aggregate
principal amount of that Series of Notes such that the applicable
Tender Cap will not be exceeded. Furthermore, if the Company
receives validly tendered and not validly withdrawn Notes of the
applicable Series equal or in excess to the applicable Tender Cap
as of the Early Tender Date, Holders who validly tender that Series
of Notes after the Early Tender Date will not have any such Notes
accepted for purchase (absent any subsequent increase to the
applicable Tender Cap).
The Company’s obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly withdrawn pursuant to the
Offer is conditioned upon the General Conditions (as defined in the
Offer to Purchase). The Company reserves the right, in its sole
discretion, with respect one or both Series of Notes, to waive any
and all conditions of the Offer. See “Conditions of the Offer” in
Offer to Purchase for more information.
The Offer is not conditioned upon any minimum amount of either
Series of Notes being tendered, and the Offer may be amended
(including, without limitation, by increasing, decreasing or
eliminating one or both of the Tender Caps, which the Company may
do without extending withdrawal rights, or amending the Expiration
Time, Early Tender Date and Withdrawal Deadline, in each case
subject to applicable law and regulation), extended or terminated.
The terms of the Offer may be amended with respect to one Series of
Notes without changing the relevant provision with respect to the
other Series of Notes.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase and in the related Letter of
Transmittal, along with any amendments and supplements thereto,
which holders are urged to read carefully before making any
decision with respect to the Offer.
Piper Sandler & Co. is acting as Dealer Manager in
connection with the Offer. Questions regarding the Offer should be
directed to the Dealer Manager by phone at (866) 805-4128
(toll-free) or (212) 466-7807 (collect).
Global Bondholder Services Corporation has been appointed as the
Tender and Information Agent for the Offer. Questions or requests
for assistance in connection with the Offer or the delivery of
tender instructions, or for additional copies of the Offer to
Purchase and the related Letter of Transmittal, may be directed to
the Tender and Information Agent by phone at (212) 430-3774 (banks
and brokers) or (866) 924-2200 (all others) or online at
https://www.gbsc-usa.com/fulton/. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The Offer is being
made only by, and pursuant to the terms of, the Offer to Purchase
and the related Letter of Transmittal. The Offer is not being made
in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction where the laws require the
Offer to be made by a licensed broker or dealer, the Offer will be
made by the Dealer Manager on behalf of Fulton. None of Fulton, the
Tender and Information Agent, the Dealer Manager, or the Trustee
(as defined in the Offer to Purchase) with respect to the Notes,
nor any of their respective affiliates, makes any recommendation as
to whether holders should tender or refrain from tendering all or
any portion of their Notes in response to the Offer.
About Fulton Financial Corporation
Fulton Financial Corporation is a $26 billion financial holding
company that has approximately 3,300 employees and operates more
than 200 financial centers in Pennsylvania, Maryland, Delaware, New
Jersey and Virginia through Fulton Bank, N.A.
Additional information on Fulton Financial Corporation can be
found at www.fult.com.
Forward-looking statements
The Company has made, and may continue to make, certain
forward-looking statements with respect to its financial condition,
results of operations and business. Do not unduly rely on
forward-looking statements. Forward-looking statements can be
identified by the use of words such as “may,” “should,” “will,”
“could,” “estimates,” “predicts,” “potential,” “continue,”
“anticipates,” “believes,” “plans,” “expects,” “future,” “intends,”
“projects,” the negative of these terms and other comparable
terminology. These forward-looking statements may include
projections of, or guidance on, the Company's future financial
performance, expected levels of future expenses, including future
credit losses, anticipated growth strategies, descriptions of new
business initiatives and anticipated trends in the Company's
business or financial results.
Forward-looking statements are neither historical facts, nor
assurance of future performance. Instead, they are based on current
beliefs, expectations and assumptions regarding the future of the
Company's business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of the Company's control, and actual results and
financial condition may differ materially from those indicated in
the forward-looking statements. Therefore, you should not unduly
rely on any of these forward-looking statements. Any
forward-looking statement is based only on information currently
available and speaks only as of the date when made. The Company
undertakes no obligation, other than as required by law, to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
A discussion of certain risks and uncertainties affecting the
Corporation, and some of the factors that could cause the
Corporation's actual results to differ materially from those
described in the forward-looking statements, can be found in the
sections entitled “Risk Factors” and “Management's Discussion and
Analysis of Financial Condition and Results of Operations” in the
Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2020 and other current and periodic reports, which
have been or will be filed with the Securities and Exchange
Commission and are or will be available in the Investor Relations
section of the Corporation's website (www.fult.com) and on the
Securities and Exchange Commission's website (www.sec.gov).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210316005672/en/
Media Contact: Laura Wakeley (717) 291-2616 Investor
Contact: Matt Jozwiak (717) 327-2657
Fulton Financial (NASDAQ:FULT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Fulton Financial (NASDAQ:FULT)
Historical Stock Chart
From Jul 2023 to Jul 2024