U.S. Treasury in Offering of Warrants of Zions Bancorporation

December 5, 2012

Cleary Gottlieb represented the underwriter, Deutsche Bank Securities, in a registered public offering by the U.S. Department of the Treasury to sell its warrant position in Zions Bancorporation. The offering was executed using a modified Dutch auction methodology that established a market price by allowing investors to submit bids at specified price increments above a minimum bid price specified for the auction. Deutsche Bank Securities, in its role as auction agent and sole underwriter, accepted bids and identified a clearing price for the auction. Treasury initially obtained the warrants in consideration for investment made under the Capital Purchase Program under the Troubled Assets Relief Program. The transaction priced on November 29 and closed on December 5.

Cleary Gottlieb has acted as structuring counsel to Deutsche Bank Securities in a total of 22 warrant auctions since the fourth quarter of 2009, and acted as counsel on behalf of the underwriters for three of those auctions, including this auction by Zions Bancorporation.

Zions Bancorporation is a financial holding company organized under the laws of the State of Utah, and registered under the Bank Holding Company Act of 1956, as amended. It is one of the nation’s premier financial services companies and operates over 500 full-service banking offices in Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah and Washington.