0001193125-17-080798.txt : 20170314 0001193125-17-080798.hdr.sgml : 20170314 20170313215856 ACCESSION NUMBER: 0001193125-17-080798 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170313 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170314 DATE AS OF CHANGE: 20170313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULTON FINANCIAL CORP CENTRAL INDEX KEY: 0000700564 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232195389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10587 FILM NUMBER: 17686818 BUSINESS ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 BUSINESS PHONE: 7172912411 MAIL ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 8-K 1 d352454d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2017

 

 

Fulton Financial Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   0-10587   23-2195389

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

One Penn Square

Lancaster, Pennsylvania

   17604
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (717) 291-2411

Former name or former address, if changed since last report: N/A

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

 

 

 

Item 7.01 – Regulation FD Disclosure.

On March 13, 2017, Fulton Financial Corporation (“Fulton Financial”) issued a press release announcing the pricing of a registered underwritten public offering of $125 million aggregate principal amount of its 3.60% Senior Notes due 2022 (the “Senior Notes”). The offering is expected to close on March 16, 2017, subject to the satisfaction of customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.1. Exhibit 99.1 is incorporated by reference into this Item 7.01.

The information in this Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 – Financial Statements and Exhibits.

 

Exhibit
Number

   

Description

99.1    Press release of Fulton Financial, dated March 13, 2017.

 

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Fulton Financial Corporation
Date: March 13, 2017     By:  

/s/ Daniel R. Stolzer

      Daniel R. Stolzer
      Executive Vice President and General Counsel

 

3

EXHIBIT INDEX

 

Number

   

Description

99.1    Press release of Fulton Financial, dated March 13, 2017.

 

4

EX-99.1 2 d352454dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

FULTON FINANCIAL

CORPORATION

 

FOR IMMEDIATE RELEASE  

Media Contact: Laura J. Wakeley (717) 291-2616

Investor Contact: Jason Weber (717) 327-2394

Fulton Financial Announces Pricing

of $125 Million Senior Notes Offering

(March 13, 2017) – Lancaster, PA – Fulton Financial Corporation (NASDAQ: FULT) today announced the pricing of its public offering of $125 million aggregate principal amount of its 3.60% Senior Notes due 2022 (the “Senior Notes”). The price to the purchasers was 99.615% of the principal amount of the Senior Notes representing a yield-to-maturity of 3.685%. The Senior Notes will not be redeemable prior to their maturity. The offering is expected to close on March 16, 2017, subject to the satisfaction of customary closing conditions.

Keefe, Bruyette & Woods, A Stifel Company is acting as the sole book-running manager for the offering.

Fulton Financial estimates that the net proceeds of the offering will be approximately $122.5 million, after deducting underwriting discounts, commission and estimated transaction expenses payable by the company. Fulton Financial intends to use the net proceeds of this offering, along with cash on hand, for the repayment in full of its 5.75% Subordinated Notes (the “5.75% Subordinated Notes”) which become due and payable on May 1, 2017, with any remaining proceeds being used for general corporate purposes.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or other 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 relating thereto.

The offering is being made only by means of a prospectus supplement and accompanying base prospectus. Fulton Financial has filed a registration statement (File No. 333-197730) and a preliminary prospectus supplement to the prospectus contained in the registration statement with the U.S. Securities and Exchange Commission (“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 Fulton Financial has filed or will file with the SEC for more complete information about Fulton Financial and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at http://www.sec.gov. Printed copies of the final prospectus supplement, when available, and the accompanying base prospectus may be obtained by contacting Keefe, Bruyette & Woods, A Stifel Company, Attention: Debt Capital Markets, 787 Seventh Avenue, 4th Floor, New York, NY 10019, telephone (800) 966-1559.

Forward-Looking Statements

Statements made in this press release regarding the proposed offering of the Senior Notes and the repayment of the 5.75% Subordinated Notes are forward-looking statements. Fulton Financial may be unable to close the offering on the anticipated date, or at all, and may be unable to repay the 5.75% Subordinated Notes. Risks and other factors that could cause the offering not to be completed, or to be completed with different terms, include market conditions and volatility in the market price of Fulton Financial’s publicly traded securities, as well as other risks listed from time to time in Fulton Financial’s filings with the SEC, including but not limited to, Fulton Financial’s annual and quarterly reports. Fulton Financial has no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

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