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KeyCorp, 8.625% Fixed/Float Perp Non-Cumulative Preferred Stock Series C
Ticker Symbol: KEY-H     CUSIP: 493267504     Exchange: NYSE
Security Type:   Traditional Preferred Stock

Security has been Called for:  Wednesday, February 15, 2017

Jan. 12, 2017 -- KeyCorp (KEY) announced today that it has provided notice of its intention to redeem all outstanding shares of its Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series C (NYSE:KEY.H) on February 15, 2017. There are 14 million shares of Preferred Stock, with an aggregate liquidation preference of $350 million, currently outstanding. The Preferred Stock, issued in connection with KeyCorp's 2016 acquisition of First Niagara Financial Group, Inc. to replace First Niagara's preferred stock, will be redeemed for cash at a redemption price of $25 per share. Since the redemption date for the Preferred Stock is also a dividend payment date, the redemption price of $25 per share does not include any declared and unpaid dividends. Declared dividends of $.539063 per share, which were declared by the Board of Directors today, for the full current quarterly dividend period from and including November 15, 2016 to but excluding February 15, 2017 will be paid separately in the customary manner on February 15, 2017 to holders of record on February 3, 2017. All shares of the Preferred Stock are held in book-entry form through the Depository Trust Company ("DTC") and will be redeemed in accordance with the procedures of DTC. Upon redemption, the Preferred Stock will no longer be outstanding and all rights with respect to such stock will cease and terminate, except the right to payment of the redemption price. Also upon redemption, the Preferred Stock will be delisted from trading on the New York Stock Exchange. Computershare, KeyCorp's transfer agent, will serve as the redemption agent. Computershare is located at 250 Royall Street, Canton, MA 02021. ____________ On August 1, 2016, First Niagara Financial Group merged with and became a part of KeyCorp (NYSE: KEY). Shareholders of First Niagara at the time of the merger are now shareholders of Key. ____________ March 18, 2016 -- First Niagara Financial Group, Inc. (FNFG) voted on Wednesday, March 23, 2016, and approved a proposed Merger between FNFG and KeyCorp (KEY). Pursuant to the terms of the Merger, each share of FNFG Common Stock outstanding immediately prior to the consummation of the Merger will be converted into the right to receive 0.68 of a share of KEY Common Stock, plus $2.30 cash. The Merger is expected to become effective in the third quarter of 2016.

QUANTUMONLINE.COM SECURITY DESCRIPTION:  KeyCorp, Inc., formerly First Niagara Financial Group, Inc., 8.625% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series C, liquidation preference $25 per share, redeemable at the issuer's option on or after 2/15/2017 at $25 per share plus declared and unpaid dividends, and with no stated maturity. Prior to 2/15/2017, non-cumulative distributions of 8.625% ($2.15625) per annum will be paid quarterly on 2/15, 5/15, 8/15 & 11/15 to holders of record on the record date which will be 15 calendar days prior to the payment date or on the date fixed by the board, not more than 60 days or less than 10 days prior to the payment date (NOTE: the ex-dividend date is at least 2 business days prior to the record date). On and after 2/15/2017 floating rate dividends equal to the three month LIBOR plus 7.327% will be paid. The dividends are non-cumulative and if the board of directors does not declare a dividend or the company fails to pay a dividend declared by the board for any quarterly dividend period, the holder will not be entitled to receive any dividend for that quarterly period and the undeclared or unpaid dividend will not accumulate. Dividends paid by this preferred security are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-41 of the prospectus for further information). In regard to the payment of dividends and upon liquidation, the preferred shares rank equally with other preferreds and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
Stock
Exchange
Cpn Rate
Ann Amt
LiqPref
CallPrice
Call Date
Matur Date
Moodys/S&P
Dated
Distribution Dates 15%
Tax Rate
NYSE
Chart
Floating
$2.15625
$25.00
$25.00
Called for
2/15/17

None
Ba3 / BB-
3/27/16
2/15, 5/15, 8/15 & 11/15
Click for MW ExDiv Date
Click for Yahoo ExDiv Date
Yes

Goto Parent Company's Record (KEY)

IPO - 12/9/2011 - 14.00 Million Shares @ $25.00/share.    Link to IPO Prospectus
Previous Ticker Symbol: FNFG-B    Changed: 8/01/16
Previous Name: First Niagara Financial Group, 8.625% Fixed/Float Non-Cumul Preferred Stk Ser B    Changed: 8/01/16
Market Value $ 364 Million

Company's Online Information Links
HOME PAGE:     https://www.key.com/about/index.jsp
Company's Investor Relations Information Goto Investor Relations Information
Company's Online News Releases Goto News Releases
Online Company Profile Goto Online Profile

Company's Online SEC EDGAR Filings
Company's SEC EDGAR Filings Goto SEC Filings

Company's Email Address Links
Email Address Investor_relations@keybank.com
Email Contact Form on Website Goto Email Form

Address and Phone Numbers
Address:   127 Public Square, Cleveland, OH 44114
Main Phone Number 216-689-3000
Fax Number 216-689-0519
Investor Relations 216-689-4221
Toll Free Phone Number Unknown
CEO - Beth E. Mooney CFO - Donald R. Kimble

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