Fulton Financial Corporation (“Fulton” or the “Company”) (Nasdaq: FULT) today announced that,
pursuant to its previously announced 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, approximately $143.3 million in
aggregate principal amount of Subordinated Notes and approximately
$70.1 million in aggregate principal amount of Senior Notes were
validly tendered and not validly withdrawn at or prior to 5:00
p.m., New York City time, on March 29, 2021 (the “Early Tender Date”). The terms and conditions of
the Offer are described in the Offer to Purchase, dated March 16,
2021 (as amended, the “Offer to
Purchase”), and the related Letter of Transmittal (the
“Letter of Transmittal”).
The following table sets forth certain information regarding the
Notes and the Offer, including the aggregate principal amount of
each series of Notes that was validly tendered and not validly
withdrawn at or prior to the Early Tender Date:
Title of Security
CUSIP Number
Aggregate Principal Amount
Outstanding Prior to the Tender Offer
Aggregate Maximum Principal
Amount (Tender Cap)
Aggregate Principal Amount
Tendered(1)
Proration Factor(2)
Aggregate Principal Amount
Accepted for Purchase
4.500% Subordinated Notes due
2024
360271 AJ9
$250,000,000
$75,000,000
$143,299,000
52.4%
$75,000,000
3.60% Senior Notes due 2022
360271 AK6
$125,000,000
$60,000,000
$70,141,000
85.6%
$60,000,000
_____________________________
(1) As of the Early Tender Date. (2) Rounded to the nearest
tenth of a percent for presentation purposes.
Because the aggregate principal amount of Subordinated Notes and
Senior Notes exceeded the applicable Tender Caps, the Subordinated
and Senior Notes validly tendered and not validly withdrawn will be
accepted subject to the applicable Tender Caps and proration
factors set forth in the table above and as described in the Offer
to Purchase and Letter of Transmittal. Notes not accepted for
purchase will be promptly credited to the account of the registered
holder of such Notes with The Depository Trust Company and
otherwise returned in accordance with the Offer to Purchase and the
Letter of Transmittal. Fulton will accept for purchase the
aggregate principal amount of each series of Notes validly tendered
before the Early Tender Date as set forth in the table above.
As previously announced, the Total Consideration (as defined in
the Offer to Purchase) is $1,125.66 per $1,000 principal amount of
Subordinated Notes and $1,031.25 per $1,000 principal amount of
Senior Notes. The Total Consideration includes an Early Tender
Premium (as defined in the Offer to Purchase) of $30 per $1,000
principal amount Notes validly tendered and not validly withdrawn
prior to the Withdrawal Deadline (as defined in the Offer to
Purchase). Accrued and unpaid interest up to, but not including,
the Early Settlement Date (as defined below) will be paid in cash
on the Notes accepted for purchase by the Company.
The settlement date for the Notes accepted by the Company in
connection with the Early Tender Date is expected to be March 30,
2021 (the “Early Settlement
Date”).
Pursuant to the terms of the Offer, the Withdrawal Deadline (as
defined in the Offer to Purchase) expired at 5:00 p.m., New York
City time, on March 29, 2021. As a result, tendered Notes may no
longer be withdrawn, except where required by law.
Although the Offer is scheduled to expire at 11:59 p.m., New
York City time, on April 13, 2021, because holders of both series
of Notes subject to the Offer validly tendered and did not validly
withdraw Notes on or before the Early Tender Date in an amount that
exceeds the Tender Caps for each series of Notes, the Company does
not expect to accept for purchase any tenders of any series of
Notes after the Early Tender Date. As such, the Company also does
not expect to issue a press release after the expiration of the
Offer.
The Company reserves the absolute right, subject to applicable
law, with respect to one or both series of Notes to: (i) waive any
and all conditions to the Offer; (ii) extend or terminate the
Offer; (iii) increase, decrease or eliminate the Tender Caps (as
defined in the Offer to Purchase) without extending the Early
Tender Date or Withdrawal Deadline; or (iv) otherwise amend the
Offer in any respect.
Information Relating 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).
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version on businesswire.com: https://www.businesswire.com/news/home/20210329005786/en/
Media Contact: Laura Wakeley (717) 291-2616 Investor
Contact: Matt Jozwiak (717) 327-2657
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