Zions Bancorporation announced its intention to streamline its corporate structure by merging the parent company into its banking subsidiary, ZB, N.A or one of its subsidiaries.
The resulting entity will bear the name Zions Bancorporation, N.A. and will continue to operate with its existing local brand names and management teams in markets throughout the western United States.
Concurrently with the simplification of its corporate structure, Zions will file an application with the Financial Stability Oversight Council (FSOC) seeking a determination that the resulting banking organization is not "systemically important" as defined by provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Although under Section 117 of the Dodd-Frank Act the successor organization to a bank holding company with assets of over $50 billion that ceases to exist as a bank holding company would otherwise be treated as a nonbank financial company that has been designated as systemically important under Section 113 of the Act, Section 117(c) of the Act provides that a firm may appeal such treatment as a nonbank financial company to the FSOC.
Harris H. Simmons, Chairman and CEO of Zions Bancorporation, stated, "Historically, Zions Bancorporation operated as a multi-bank holding company with separately chartered banks in each of several western states. In late 2015, we consolidated our seven banks under a single national bank charter as part of a larger effort to simplify our business operations. We now conduct essentially all our business under that single national bank charter. We believe the logical next step in rationalizing and simplifying our business is to eliminate our holding company, an entity which is no longer necessary in serving customers and providing for the needs of investors." Mr. Simmons continued, "We will seek the FSOC's determination that our bank is not systemically important in the context of the larger U.S. economy - a determination that would streamline our regulatory framework and eliminate duplicative examinations and other overlapping regulatory requirements. There is much evidence that a consensus exists among Washington policymakers that a straightforward regional bank of Zions' size and lack of complexity does not warrant the 'systemically important' appellation, and we are optimistic that the FSOC will arrive at that conclusion as well."
Zions expects to initiate the filings and other actions required in connection with this project, including filing a proxy statement and other proxy materials with the Securities and Exchange Commission and scheduling a shareholder vote to approve the combination, before the end of the year. Assuming a favorable result from the FSOC, receipt of required regulatory approvals and an affirmative vote by shareholders, Zions expects to consummate the transaction within six months from the date the appeal request is filed with the FSOC, provided that Congressional hearings are not held under Section 117(c)(2)(b)(ii) of the Dodd-Frank Act. Zions is represented in this matter by the law firm of Sullivan & Cromwell LLP.
Zions Bancorporation is one of the nation's premier financial services companies with total assets exceeding $65 billion. Zions operates under local management teams and distinct brands in 11 western states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington and Wyoming. The company is a national leader in Small Business Administration lending and public finance advisory services. In addition, Zions is included in the S&P 500 and NASDAQ Financial 100 indices.