CLEVELAND, July 22 /PRNewswire-FirstCall/ -- KeyCorp (NYSE: KEY) today announced an amendment to its previously announced offer to exchange (the "Exchange Offer") common shares of KeyCorp for any and all trust preferred securities of KeyCorp Capital V and KeyCorp Capital VI, and any and all enhanced trust preferred Securities of KeyCorp Capital VIII, KeyCorp Capital IX and KeyCorp Capital X (collectively referred to as the "Trust Preferred Securities"). KeyCorp is amending the Exchange Offer to reduce the amount of Trust Preferred Securities that will be accepted for exchange from $1,740,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities to a maximum total of $500,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities. The maximum number of KeyCorp common shares that may be issued in the Exchange Offer remains unchanged at 158,518,835 shares. As of July 21, 2009, prior to the end of the Early Tender Period, holders of approximately $534 million aggregate liquidation preference of Trust Preferred Securities had indicated that they would be tendering Trust Preferred Securities in the Exchange Offer. Trust Preferred Securities that have been validly tendered but not accepted for purchase will be promptly returned to the tendering holder after the expiration date.
If upon expiration of the Exchange Offer KeyCorp receives in excess of $500,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities, KeyCorp will determine the liquidation preference of Trust Preferred Securities that will be accepted from each tendering holder in the Exchange Offer on a pro rata basis (based upon the proportion the Trust Preferred Securities to be accepted for exchange bears to the total number of Trust Preferred Securities validly tendered by all tendering holders). All other terms of the Exchange Offer remain unchanged. The Early Tender Period for the Trust Preferred Exchange Offer expired at 11:59 p.m., New York City time, on July 21, 2009, and has not been extended. The Final Tender Period and the Exchange Offer will expire at 11:59 p.m., New York City time, on August 4, 2009 (unless otherwise extended or terminated by KeyCorp).
The complete terms and conditions of the Exchange Offer are set forth in the Prospectus dated July 7, 2009 (the "Prospectus") and the related letter of transmittal which were sent to registered holders of the Trust Preferred Securities. All capitalized terms used but not defined in this press release shall have the meanings ascribed to them in the Prospectus. Holders are urged to read the Prospectus and the letter of transmittal carefully. Consummation of the Exchange Offer is subject to, and conditioned upon, the satisfaction or, where applicable, waiver of certain conditions set forth in the Prospectus. KeyCorp may further amend, extend or terminate the Exchange Offer at any time.
Morgan Stanley is the sole arranger and lead manager for the Exchange Offer, and Morgan Stanley, UBS Investment Bank, Citi and Wells Fargo Securities are acting as dealer managers.
