| Free Writing Prospectus (To the Prospectus dated April 4, 2011, as supplemented by the prospectus supplement dated April 19, 2011) |
Filed Pursuant to Rule 433 Registration Statement No. 333-173299 May 11, 2011 |
First Reopening of the
2.00% Senior Medium-Term Notes due May 15, 2012
Preliminary Terms and Conditions
| Issuer: | Zions Bancorporation | |
| Securities Offered: | Senior Notes due May 15, 2012 (the “Notes”). | |
| CUSIP: | 98970ECH0 | |
| Principal Amount: | $1,572,000 | |
| Auction Amount: | $1,572,000 | |
| Series: | This is a reopening of the Notes that will be initially issued on May 16, 2011. We expect that as of May 16, 2011, there will be $2,000,000 in aggregate principal amount of the Notes outstanding, not including the Notes offered by this term sheet. All of the Notes being offered hereby pursuant to the auction are part of the same series of, and have the same CUSIP as, the Notes that will be initially settled on May 16, 2011. Upon settlement, the Notes offered by this Term Sheet will be fungible with the $2,000,000 in aggregate principal amount of the Notes described above. | |
| Minimum Bid Price: | 98.00% | |
| Maximum Bid Price: | 102.00% | |
| Interest Accrual: | Because these Notes form a part of the same series of Notes that will first be issued on May 16, 2011, Investors who purchase these Notes will be required to pay, in addition to the applicable purchase price of the Notes, an amount equal to the interest that has accrued on the Notes from and including the Interest Accrual Date (May 16, 2011) up to, but not including, the Reopening Settlement Date (expected to be May 23, 2011). The amount of the accrued interest owed will not be applied towards an investor’s individual bid limit. | |
| Interest Accrual Date/ Initial Settlement Date: |
May 16, 2011 | |
| Reopening Settlement Date: | It is expected that the delivery of the Notes will be made against payment for the Notes on May 23, 2011, which is the third business day after the allocation of the Notes by our auction agent (the settlement cycle being referred to as T+3). You should note that if you purchase the Notes using the “Buy Today” feature, your settlement cycle may be longer than T+3. Trading in the Notes from the date of such purchase until settlement may be affected by this longer settlement cycle. | |
| Zions Direct Auction Account: | The securities being offered hereby can only be delivered through a Zions Direct Brokerage Account (an “Account”). If you are awarded any of the securities being offered hereby and do not already have an active Account, you must open an Account with Zions Direct before 2:00 p.m. Eastern Time on the first business day after the Auction Window has closed. If you fail to open an Account by this time, your trade will be canceled and you will not receive any of the securities offered hereby. | |
| Coupon: | 2.00% | |
| Public Offering Price: | [To be determined.] | |
| Auction Window: | Auction Starts: 5:00 pm ET, Wednesday, May 11, 2011.
Auction Ends: 1:30 pm ET, Wednesday, May 18, 2011, subject to the 2-Minute Rule referenced in the Prospectus Supplement. | |
| Interest Payment Dates: | Interest will be paid semiannually on May 15 and November 15, beginning on November 15, 2011, to holders of record as of the preceding May 1 and November 1, respectively. | |
| Day Count: | 30/360 | |
| Maturity: | May 15, 2012 | |
| Concurrent Offering: | At any given time during the course of this Auction, we may be conducting concurrent offerings of other securities, including concurrent offerings of other Medium-Term Notes, for which we have filed offering materials with the Securities and Exchange Commission, or SEC. You should carefully review all the materials we have filed with the SEC before making a decision to invest in our securities. | |
| Auction Agent: | Zions Direct, Inc. | |
| Auction Agent Fee: | 0.300% (The Auction Agent Fee will be paid only on the aggregate principal amount of Notes that are sold through the Zions Direct auction platform.) | |
| Use of Proceeds: | The net cash proceeds from the sale will be used for general corporate purposes. Pending such use, we may temporarily invest net proceeds in interest-bearing, investment-grade securities. | |
| Exchange Listing: | The Notes will not be listed on any national securities exchange. | |
| Denomination: | We will issue the Notes in denominations of $1,000 and in integral multiples thereof. | |
| Book-Entry System: | The Notes will be issued only in fully registered form without interest coupons. Beneficial interests in the Notes will be shown on, and transfers of those beneficial interests can only be made through, records maintained by the Depository Trust Company, or DTC, and its participants. | |
| Issuer Ratings: | BBB- (Rating Outlook Stable) (Fitch); BBB (low) (Trend Negative) (DBRS); and BBB- (Outlook Negative) (Standard & Poor’s).
A rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. | |
| Trustee: | The Bank of New York Mellon Trust Company, N.A. | |
| Calculation / Issuing / Paying Agent: |
Zions First National Bank | |
This Term Sheet contains selected information about the Notes subject to further description in the prospectus dated April 4, 2011 and the prospectus supplement dated April 19, 2011. The Notes are not savings accounts, deposits or other obligations of any of the issuer’s banks or non-bank subsidiaries and are not insured by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other government agency.
Zions Bancorporation has filed a registration statement (Registration Statement No. 333-173299, including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus dated April 4, 2011 contained in that registration statement, the prospectus supplement dated April 19, 2011 and other documents Zions Bancorporation has filed with the SEC for more complete information about Zions Bancorporation and this offering. You may get these documents and other documents Zions Bancorporation has filed for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Zions Bancorporation or a representative will arrange to send you the prospectus and other documents Zions Bancorporation has filed with the SEC if you request it by calling toll free (800) 524-8875.