(Source: PRNewswire)
CLEVELAND, June 29 /PRNewswire-FirstCall/ -- KeyCorp (NYSE: KEY) announced today that it has determined the final exchange ratio in connection with its previously announced offer to exchange common shares of KeyCorp for any and all outstanding shares of KeyCorp's 7.750% Non-Cumulative Perpetual Convertible Preferred Stock, Series A (the "Series A Exchange Offer"). KeyCorp further announced today that it has determined the final exchange ratios in connection with its separate offer to exchange (the "Trust Preferred Exchange Offer") common shares of KeyCorp for any and all Trust Preferred Securities of KeyCorp Capital I, KeyCorp Capital II, KeyCorp Capital III and KeyCorp Capital VII (the "Capital Trusts").
In accordance with the terms of the Series A Exchange Offer as set forth in KeyCorp's Offer to Exchange, dated June 3, 2009, and related letter of transmittal, filed with the Securities and Exchange Commission (the "SEC") as exhibits to KeyCorp's Schedule TO on June 3, 2009, as amended, KeyCorp determined that the exchange ratio for the Series A Exchange Offer is 13.7210 common shares for each share of Series A preferred stock accepted for exchange. The total number of KeyCorp common shares issuable for each share of Series A preferred stock accepted for exchange was determined by adding (i) 7.0922 KeyCorp common shares to (ii) the number of common shares equal to $35.00 divided by $5.28, the arithmetic average of the daily volume-weighted average per share price of KeyCorp common shares for each trading day in the five consecutive trading day period ended June 26, 2009.
In accordance with the terms of the Trust Preferred Exchange Offer, as set forth in KeyCorp's Exchange Offer and Solicitation Statement, dated June 3, 2009, and related letter of transmittal and consent, KeyCorp has determined the final exchange ratios (both for the Early Tender Period and the Final Tender Period) for each series of Trust Preferred Securities and listed the ratios in the table below.
The tender period for the Trust Preferred Exchange Offer is comprised of two parts, an early tender period that expired at 5:00 p.m., New York City time, on June 16, 2009 (the "Early Tender Period"), and a final tender period that began immediately following the Early Tender Period and expires on the expiration date of the Trust Preferred Exchange Offer (the "Final Tender Period"). The total number of KeyCorp common shares issuable for each $1,000 liquidation preference of Trust Preferred Securities tendered during the Early Tender Period (and not subsequently withdrawn) is equal to the sum of (i) (A) the applicable exchange value for each Capital Trust and (B) the early tender premium value, each divided by (ii) $5.2801, which is the arithmetic average of the per share volume weighted average price of KeyCorp common shares for each trading day in the five consecutive trading day period ended June 26, 2009. The total number of KeyCorp common shares issuable for each $1,000 liquidation preference of Trust Preferred Securities tendered (and not subsequently withdrawn) during the Final Tender Period is equal to the applicable exchange value for each Capital Trust divided by $5.2801.
