Zions Bancorporation in $171.8 Million Non-Cumulative Perpetual Stock Auction

February 7, 2013

Cleary Gottlieb represented Deutsche Bank and Goldman Sachs as representatives of the underwriters in a registered public offering by Zions Bancorporation of 6,873,071 depositary shares, each representing a 1/40th ownership interest in a share of Series G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock. The offering was executed using an online modified Dutch auction process that established the dividend rate by allowing investors to submit bids at specified increments above a minimum dividend bid specified for the auction. The transaction priced on January 31 and closed on February 7.

Cleary Gottlieb has acted as counsel on behalf of the underwriters for various offerings since September 2008, 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.