KANSAS CITY, Mo.--(BUSINESS WIRE)--
Commerce Bancshares, Inc. (NASDAQ: CBSH) ("Commerce") today announced
the pricing of a public offering of 6,000,000 depositary shares, each
representing a 1/1000th interest in its 6.00% Series B non-cumulative
perpetual preferred stock, which qualifies as Tier 1 capital. Purchasers
of depositary shares will be entitled to all proportional rights and
preferences of the Preferred Stock (including dividend, voting,
redemption and liquidation rights). The Series B preferred stock has a
liquidation preference of $25,000 per share (equivalent to $25.00 per
depositary share), or $150 million in the aggregate. The offering is
expected to close on June 19, 2014, subject to customary closing
Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and J.P. Morgan Securities LLC are acting as joint-book
running managers for the offering.
Commerce intends to use the net proceeds from the offering and other
available liquidity to repurchase $200 million of shares of its common
stock pursuant to an accelerated share repurchase ("ASR") agreement it
has entered into today with Morgan Stanley. Under the terms of the ASR
agreement, Commerce will pay $200 million to Morgan Stanley on June 19,
2014 and in exchange will receive shares of its common stock, with the
substantial majority of shares expected to be delivered on June 19, 2014
and any additional shares expected to be delivered upon completion of
the program, expected to be within the next twelve months. The total
number of shares that Commerce will receive and the total consideration
paid ultimately will be determined based on the volume-weighted daily
average price of its common stock during the repurchase program. The
Company also increased the number of shares under its stock buyback
program to 5,000,000 shares to accommodate this program.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of any of
the securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The securities being offered
have not been approved or disapproved by any regulatory authority, nor
has any such authority passed upon the accuracy or adequacy of the
prospectus supplement or the shelf registration statement or prospectus.
The offering is being made only by means of a prospectus supplement and
accompanying base prospectus. Commerce has filed a registration
statement (including a base prospectus) and a preliminary prospectus
supplement with the U.S. Securities and Exchange Commission (the "SEC")
for the offering to which this communication relates and will file a
final prospectus supplement relating to the offering. Prospective
investors should read the prospectus supplement and base prospectus in
that registration statement and other documents Commerce has filed or
will file with the SEC for more complete information about Commerce and
this offering. You may get these documents for free by visiting EDGAR on
the SEC's website at http://www.sec.gov.
Alternatively, copies of the final prospectus supplement and the
accompanying base prospectus for the offering, when available, may be
obtained by contacting Morgan Stanley & Co. LLC (Attention: Prospectus
Department, 180 Varick Street, New York, NY 10014, or by email at firstname.lastname@example.org);
Merrill Lynch, Pierce, Fenner & Smith Incorporated (Attention:
Prospectus Department, 222 Broadway, New York, NY 10038, or by e-mail at email@example.com);
or J.P. Morgan Securities LLC (Attention: Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone
at +1 (866) 803-9204).
About Commerce Bancshares, Inc.
Commerce Bancshares, Inc. (NASDAQ: CBSH) (“Commerce”) is a $22.8 billion
regional bank holding company, as of March 31, 2014. For almost 150
years, Commerce has been meeting the financial services needs of
individuals and businesses through its subsidiary, Commerce Bank.
Commerce Bank provides a diversified line of financial services,
including business and personal banking, wealth management, financial
planning, and investments through its affiliated companies. Commerce
operates in approximately 360 retail locations in the Central United
States and has a nationwide presence in the commercial payments
industry. Commerce also has operating subsidiaries involved in mortgage
banking, leasing, credit-related insurance, private equity and real
estate activities. For additional information, please visit www.commercebank.com
Forward-Looking Statements and Factors that Could Affect Future
This press release may include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Forward-looking statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended. All statements other than
statements of historical fact should be considered to be forward-looking
Forward-looking statements can often be identified by the use of
forward-looking terminology, such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will be”
and variations of these words and similar expressions. Any
forward-looking statement speaks only as of the date on which it is made
and is qualified in its entirety by reference to the factors discussed
in our Annual Report on Form 10-K for the year ended December 31, 2013.
We do not undertake to update any forward-looking statement to reflect
events or circumstances after the date on which it is made.
Forward-looking statements are not guarantees of future performance or
results, and are subject to known and unknown risks and uncertainties.
Forward looking statements necessarily are dependent on assumptions,
data or methods that may be incorrect or imprecise. Actual results may
vary materially and adversely from those anticipated in the
forward-looking statements. Factors that could cause actual results to
differ from those discussed in the forward-looking statements include
the factors described in our Annual Report on Form 10-K for the year
ended December 31, 2013. In addition, other factors not identified could
also have such an effect. We cannot give you any assurance that the
forward-looking statements included in this press release will prove to
be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included in this press release you should not
regard the inclusion of this information as a representation by us or
any other person that the results or conditions described in those
statements or objectives and plans will be achieved.
Commerce Bancshares, Inc.
Molly Hyland, 314-746-3657
Public Relations, Investor Relations, Government Relations
Source: Commerce Bancshares, Inc.