Fulton Financial Corporation Announces Consideration of Takeover Offer for Certain of its Outstanding Debt Securities

LANCASTER, Pa .– (BUSINESS WIRE) – Fulton Financial Corporation (“Fulton“or the”Company“) (Nasdaq: FULT) today announced the pricing terms of its previously announced cash tender offer (the”Offer“) To purchase its 4,500% subordinated notes maturing in 2024 (the”Subordinate Notes“) And its 3.60% senior bonds maturing in 2022 (the”Senior Notes“And, with the subordinate notes, the”Remarks»And each one«series“Notes) up to the maximum aggregate principal amount (each being a”Tender Cap”) Specified in the table below. The terms and conditions of the Offer are described in the Offer to Purchase, dated March 16, 2021 (as amended, “Bid“) And the related cover letter (the”Letter of transmittal”).

The total consideration (as defined in the Offer to Purchase) for each series of Notes is set out in the table below and will be paid to Noteholders who validly deposit and fail to validly withdraw their Notes by 5:00 p.m. p.m. New York time, March 29, 2021 (the “Early submission date») And whose tickets are accepted for purchase by the Company. The fixed spread specified for the subordinated yield notes (“Benchmark yield”) Based on the bid price of the benchmark US Treasury security shown in the table below (as determined in accordance with the offer to purchase) has been determined at 10:00 a.m. New York time today. hui March 29, 2021, by Piper Sandler & Co., as the dealer responsible for the offer (the “Dealer manager”). The total consideration for each series of Notes includes an Early Deposit Premium of $ 30.00 per $ 1,000 principal amount of Notes validly deposited and not validly withdrawn on or before the Early Deposit Date and accepted for purchase. by the company (the “Early submission premium”).

The settlement date for the Notes accepted by the Company under the Early Offer Date should be March 30, 2021 (the “Early payment date”). Interest accrued and unpaid up to, but not included in, the early settlement date will be paid in cash on Notes accepted for purchase by the Company. In accordance with the terms of the offer, the withdrawal deadline (as set out in the offer to purchase) expires at 5:00 p.m. New York time on March 29, 2021. Contributed tickets cannot be collected after the withdrawal deadline, unless the offer is changed or required by law.

The Offer will expire at 11:59 p.m. New York time on April 13, 2021, unless extended (the “EExpiration date”). Noteholders who validly deposit their Notes after the Early Deposit Date but on or before the Expiry Date, and whose Notes are accepted for purchase by the Company, will receive only the consideration applicable to the late tender offer (as defined in the tender offer), which will correspond to the total applicable consideration (as defined in the tender offer) less the Early Tender Premium.

The Company reserves the absolute right, subject to applicable law, with respect to one or both series of Notes, to: (i) waive any conditions of the offer; (ii) extend or terminate the offer; (iii) increase, decrease or eliminate the limits of the offer (as defined in the offer to purchase) without extending the date of the early offer or the withdrawal deadline; or (iv) otherwise modify the offer in any regard.

Offer information

Piper Sandler & Co. is acting as broker-manager in connection with the offer. Questions regarding the Offer should be directed to the Dealer Manager by telephone at (866) 805-4128 (toll free) or (212) 466-7807 (collect).

Global Bondholder Services Corporation has been appointed as the Submission and Information Agent for the Offer. Questions or requests for assistance in connection with the offer or delivery of the Submission Instructions, or for additional copies of the Offer to Purchase and related Letter of Transmittal, may be directed to the Agent of submission and information by phone at (212) 430-3774 (banks and brokers) or (866) 924-2200 (all others) or online at https://www.gbsc-usa.com/fulton/. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance with the Offer.

This press release is neither an offer to buy nor a solicitation of an offer to sell securities. Offer is being made only by and in accordance with the terms of the Offer to Purchase and related Letter of Transmittal. The Offer is not being made in a jurisdiction in which the making or acceptance thereof would not comply with securities laws, blue sky or other laws of that jurisdiction. In any jurisdiction where the law requires that the offer be made by a licensed broker or dealer, the offer will be made by the managing broker on behalf of Fulton. None of Fulton, the Submission and Information Agent, Dealer Manager or Trustee (as defined in the Offer to Purchase) with respect to the Notes, nor any of their respective affiliates, make any recommendation as to whether holders should deposit or abstain. to deliver all or part of their tickets in response to the offer.

About Fulton Financial Corporation

Fulton Financial Corporation is a $ 26 billion financial holding company with approximately 3,300 employees and operates more than 200 financial centers in Pennsylvania, Maryland, Delaware, New Jersey and Virginia through Fulton Bank, NA

Additional information about Fulton Financial Corporation is available at www.fult.com.

Forward-looking statements

The Company has made and may continue to make certain forward-looking statements concerning its financial condition, results of operations and businesses. Do not place undue reliance on forward-looking statements. Forward-looking statements can be identified by the use of words such as “may”, “should”, “will”, “could”, “estimate”, “predict”, “potential”, “continue”, “anticipate”, “Believes”, “projects”, “expects”, “future”, “hears”, “projects”, the negative of these and other comparable terms. These forward-looking statements may include projections or indications about the future financial performance of the company, expected levels of future expenses, including future credit losses, anticipated growth strategies, description of new business initiatives and anticipated trends. the activities or financial results of the company. .

Forward-looking statements are neither historical facts nor an assurance of future performance. Instead, they are based on current beliefs, expectations and assumptions about the future of the company’s business, future plans and strategies, projections, planned events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to uncertainties, risks and changes inherent in circumstances that are difficult to predict and many of which are beyond the control of the company, and actual results and condition. financial statements may differ significantly from those shown. in forward-looking statements. Therefore, you should not place undue reliance on any of these forward-looking statements. Any forward-looking statement is based solely on information currently available and speaks only as of the date on which it was made. The Company assumes no obligation, other than as required by law, to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

An analysis of certain risks and uncertainties affecting the Company and of some of the factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements can be found in the sections headed “Risk Factors” and “Management report and analysis of the financial position and operating results ”in the annual report of the company on form 10-K for the year ended December 31, 2020 and in other current and periodic reports, which have been or will be filed with the Securities and Exchange Commission and are or will be available in the Investor Relations section of the Company’s website (www.fult.com) and on the Securities and Exchange Commission website (www.sec .gov).