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8-K - FORM 8-K - FIRST NIAGARA FINANCIAL GROUP INC | c25682e8vk.htm |
Exhibit 99.1
First Niagara Financial Group Announces Pricing of $450 Million Common Stock Offering
Proceeds to Consummate the HSBC Bank USA Branch Acquisition
BUFFALO, N.Y., December 7, 2011 First Niagara Financial Group, Inc. (Nasdaq: FNFG) today
announced that it has priced an underwritten public offering of 52,941,176 shares of its common
stock at a price to the public of $8.50 per share for gross proceeds of $450 million. In addition,
First Niagara has granted the underwriters a 30-day option to purchase up to an additional
3,970,588 shares of common stock. Goldman, Sachs & Co. served as the global coordinator for the
offering, and Goldman, Sachs & Co., Sandler ONeill + Partners, L.P., BofA Merrill Lynch and Keefe,
Bruyette & Woods, Inc. served as joint book-running managers for the offering. The offering is
expected to close on December 12, 2011.
Subject to market conditions, First Niagara expects to commence separate underwritten public
offerings of $350 million aggregate liquidation preference of perpetual non-cumulative preferred
stock and $300 million aggregate principal amount of subordinated notes in the near future.
The net proceeds from this offering of common stock, after deducting underwriting discounts and
commissions and estimated offering expenses, will be approximately $434.8 million (or $467.5
million if the underwriters exercise their option to purchase additional shares in full). First
Niagara intends to use the net proceeds from this offering of common stock to consummate its
previously announced acquisition of branches of HSBC Bank USA, National Association announced on
July 31, 2011 and for general corporate purposes. The closing of the common stock offering is not
conditioned upon the closing of the offerings of perpetual non-cumulative preferred stock or
subordinated notes.
This press release does not constitute an offer to sell or the solicitation of any offer to buy the
common stock, preferred stock or subordinated notes of First Niagara, nor shall there be any offer
or sale of the common stock, preferred stock or subordinated notes in any jurisdiction in which
such offer, solicitation or sale would be unlawful. Each offering will be made only by means of a
prospectus supplement and accompanying prospectus.
First Niagara has filed a shelf registration statement with the Securities and Exchange Commission
(SEC) and has filed or will file a preliminary prospectus supplement related to each offering and
will file a final prospectus supplement with respect to the offering of common stock. Prospective
investors should read the registration statement, the applicable preliminary prospectus supplement
and accompanying prospectus and other documents First Niagara has filed and will file with the SEC
for more complete information about First Niagara and the offerings.
Copies of the registration statement, the applicable preliminary prospectus supplement and
accompanying prospectus and other documents that First Niagara has filed and will file with the SEC
are available by visiting EDGAR on the SEC website at www.sec.gov. Additionally, the preliminary
prospectus supplement and accompanying prospectus for the common stock offering can be requested by
contacting Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, NY
10282, telephone: 866-471-2526, fax: 212-902-9316, email:
Prospectus-ny@ny.email.gs.com; by contacting Sandler ONeill + Partners, L.P., Attention: Syndicate
Department, 919 Third Avenue, 6th Floor, New York, New York 10022, telephone: 212-466-7806, fax:
212-466-7888; by contacting BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080,
Attention: Prospectus Department, email: dg.prospectus_requests@baml.com; or by contacting Keefe,
Bruyette & Woods, Inc., Attention: Equity Capital Markets, 787 Seventh Avenue, 4th Floor, New York,
NY 10019, telephone: free (800) 966-1559.
First Niagara Financial Group, Inc., through its wholly owned subsidiary First Niagara Bank, N.A.,
has $31 billion in assets, $20 billion in deposits, 332 branches and approximately 5,000 employees,
as of September 30, 2011. First Niagara is a community-oriented bank providing financial services
to individuals, families and businesses across Upstate New York, Pennsylvania, Connecticut and
Massachusetts.
* * *
The information presented in this press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon
current beliefs and expectations and are subject to significant risks and uncertainties (some of
which are beyond First Niagaras control). Factors that could cause First Niagaras results to
differ materially can be found in the risk factors set forth in First Niagaras Annual Report on
Form 10-K for the year ended December 31, 2010, First Niagaras Quarterly Report on Form 10-Q for
the quarter ended September 30, 2011 and First Niagaras other filings with the SEC.
CONTACT: Investors:
Ram Shankar
Senior Vice President, Investor Relations
(716) 270-8623
ram.shankar@fnfg.com
Ram Shankar
Senior Vice President, Investor Relations
(716) 270-8623
ram.shankar@fnfg.com
News Media:
David Lanzillo
Senior Vice President, Corporate Communications
(716) 819-5780
david.lanzillo@fnfg.com
David Lanzillo
Senior Vice President, Corporate Communications
(716) 819-5780
david.lanzillo@fnfg.com