Zions Bancorporation in $200.3 Million Non-Cumulative Perpetual Stock Auctions

Cleary Gottlieb represented Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the underwriters, in a registered public offering by Zions Bancorporation of 236,279 depositary shares ($5,906,975 aggregate liquidation preference), each representing a 1/40th ownership interest in a share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock. This offering was a reopening of Zions’ original issuance of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock in December 2006. This offering was executed using an online modified Dutch auction process that established the public offering price by allowing investors to submit bids at specified increments within a price range specified for the auction. This transaction priced on July 30 and closed on August 2.

Cleary Gottlieb also represented Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as representatives of the underwriters, in a registered public offering by Zions Bancorporation of 195,152 shares ($195,152,000 aggregate liquidation preference) of Series J Fixed/Floating-Rate Non-Cumulative Perpetual Preferred Stock. This 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. This transaction priced on August 8 and closed on August 13.

Cleary Gottlieb has acted as counsel on behalf of the underwriters for various offerings since September 2008, including these auctions by Zions Bancorporation.