CHARLOTTE, N.C., April 14 /PRNewswire-FirstCall/ -- Wachovia
Corporation (NYSE: WB) today announced the pricing of its previously
announced concurrent offerings of $3.5 billion or 145,833,334 shares of
common stock and $3.5 billion or 3,500,000 shares of Non-Cumulative
Perpetual Convertible Class A preferred stock, Series L, with a liquidation
preference of $1,000 per share. The completion of either offering is not
conditioned on the success of the other. Wachovia Corporation has also
granted the underwriters for the offerings an over-allotment option to
purchase up to 21,875,000 additional shares of the common stock and an
over-allotment option to purchase up to 525,000 additional shares of the
convertible preferred stock. The offerings are being conducted as public
offerings registered under the Securities Act of 1933, as amended.
"We're gratified by the significant oversubscription led by strong
support from our existing investors for the equity capital offerings that
Wachovia issued today," said Ken Thompson, Wachovia's chairman and chief
executive officer. "This issuance was a prudent response to unprecedented
economic conditions, and will sharply increase our capital ratios. With
fortified capital and our strong deposit base, we believe we're
well-positioned to continue to successfully weather this uniquely
challenging period."
The common stock offering was priced at $24.00 per share. Wachovia
Corporation estimates that the net proceeds from the common stock offering
will be approximately $3.4 billion, after deducting underwriting
commissions (or approximately $3.9 billion, if the underwriters exercise
their over- allotment option to purchase additional shares of common stock
in full). Wachovia Corporation intends to use the net proceeds from the
sale of the common stock for general corporate purposes.
The convertible preferred stock will pay, only if, as and when declared
by Wachovia Corporation's board of directors, cash dividends on each March
15, June 15, September 15 and December 15, beginning on June 15, 2008, at a
rate per annum equal to 7.50%, payable quarterly in arrears on a
non-cumulative basis.
Each share of convertible preferred stock will be convertible at any
time, at the holder's option, into 32.0513 shares of Wachovia Corporation's
common stock, plus cash in lieu of fractional shares (equivalent to an
initial conversion price of approximately $31.20 per share of Wachovia
Corporation's common stock). The conversion rate will be subject to
customary anti-dilution adjustments and will also be adjusted upon the
occurrence of certain other events. In addition, on or after March 15,
2013, Wachovia Corporation may cause some or all of the convertible
preferred stock to convert provided that Wachovia Corporation's common
stock has a closing sale price exceeding 130% of the applicable conversion
price for 20 trading days within any period of 30 consecutive trading days.
Wachovia Corporation estimates that the net proceeds from the
convertible preferred stock offering will be approximately $3.4 billion,
after deducting underwriting commissions (or approximately $3.9 billion, if
the underwriters exercise their over-allotment option to purchase
additional shares of convertible preferred stock in full). Wachovia
Corporation intends to use the net proceeds from the sale of the
convertible preferred stock for general corporate purposes.
Wachovia Securities is serving as global coordinator and joint
bookrunning manager and Goldman, Sachs & Co is serving as joint bookrunning
manager of these offerings. The offerings will be made under Wachovia
Corporation's shelf registration statement filed with the Securities and
Exchange Commission.
Any offer of securities will be made by means of the prospectus
supplement and accompanying prospectus relating to each offering. When
available, copies of the prospectus supplement and accompanying prospectus
relating to each offering can be obtained by contacting: Wachovia
Securities, Attn: Equity Syndicate, 375 Park Avenue, New York, New York
10152-4077 or email: equity.syndicate@wachovia.com; or Goldman, Sachs &
Co., Attn: Prospectus Dept., 85 Broad St., New York, NY 10004, Fax: 212 902
9316 or email at prospectus-ny@ny.email.gs.com.
About Wachovia
Wachovia Corporation (NYSE: WB) is one of the nation's largest
diversified financial services companies, with assets of $808.9 billion and
market capitalization of $53.8 billion at March 31, 2008. Wachovia provides
a broad range of retail banking and brokerage, asset and wealth management,
and corporate and investment banking products and services to customers
through 3,300 retail financial centers in 21 states from Connecticut to
Florida and west to Texas and California, and nationwide retail brokerage,
mortgage lending and auto finance businesses. Globally, clients are served
in selected corporate and institutional sectors and through more than 40
international offices. Our retail brokerage operations under the Wachovia
Securities brand name manage more than $1.1 trillion in client assets
through 18,600 registered representatives in 1,500 offices nationwide.
Online banking is available at wachovia.com; online brokerage products and
services at wachoviasec.com; and investment products and services at
evergreeninvestments.com.
Forward-Looking Statements
This news release contains various forward-looking statements. A
discussion of various factors that could cause Wachovia Corporation's
actual results to differ materially from those expressed in such
forward-looking statements is included in Wachovia's filings with the
Securities and Exchange Commission, including its Current Report on Form
8-K, dated April 14, 2008.
The issuer has filed a registration statement (including prospectus)
with the SEC for the offerings to which this communication relates. Before
you invest, you should read the prospectus in that registration statement,
the preliminary prospectus supplement and other documents the issuer has
filed with the SEC for more complete information about the issuer and these
offerings. You may get these documents for free by visiting EDGAR on the
SEC Web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or
any dealer participating in the offerings will arrange to send you the
relevant prospectus if you request it by calling toll-free 1-800-326-5897
or you may e- mail a request to syndicate.ops@wachovia.com.
SOURCE Wachovia Corporation
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Related links:
http://www.wachovia.com
CONTACT:
Investors, Alice Lehman, +1-704-374-4139, or
Ellen Taylor, +1-212-214-1904; Media, Christy Phillips,
+1-704-383-8178, Mary Eshet, +1-704-383-7777, or all of Wachovia
Corporation
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