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8-K - FORM 8-K - FIRST NIAGARA FINANCIAL GROUP INC | c25684e8vk.htm |
Exhibit 99.1
First Niagara Financial Group Announces $250 Million Preferred 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 the commencement of an underwritten public offering of $250 million aggregate liquidation
preference of its fixed-to-floating rate perpetual non-cumulative preferred stock, Series B. In
addition, First Niagara expects to grant the underwriters of the preferred stock offering a 30-day
option to purchase up to $37.5 million of additional shares of preferred stock. Goldman, Sachs &
Co. will serve as the global coordinator for the offering, Merrill Lynch, Pierce, Fenner & Smith
Incorporated will serve as the physical bookrunner for the offering, Goldman, Sachs & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC will serve as joint
book-running managers for the offering, Citigroup Global Markets Inc. will serve as the joint lead
manager, and Sandler ONeill + Partners, L.P. will serve as the co-manager for the offering.
Subject to market conditions, First Niagara expects to commence an underwritten public offering of
$300 million aggregate principal amount of subordinated notes in the near future.
First Niagara intends to use the net proceeds from this offering of preferred 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 preferred stock offering
is not conditioned upon the closings of the previously announced offering of common stock that
priced on December 6, 2011 or the expected subordinated notes offering.
This press release does not constitute an offer to sell or the solicitation of any offer to buy the
preferred stock of First Niagara, nor shall there be any offer or sale of the preferred stock of
First Niagara in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Each of the offerings of preferred stock, common stock and subordinated notes 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 will file a preliminary prospectus supplement related to the applicable offering.
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 offering.
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 preferred 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, 100 West 33rd Street, 3rd Floor, New
York, NY 10001, Attention: Syndicate Operations, email: dg.prospectus_requests@baml.com; or by contacting Wells Fargo Securities, LLC,
1525 West W.T. Harris Blvd., NC0675, Charlotte, North Carolina 28262, Attention: Capital Markets
Client Support, telephone: 800-326-5897, email: cmclientsupport@wellsfargo.com.
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