KeyBank 2015 Annual Report Download - page 41

could occur in connection with any future transaction. Additionally, if an acquisition, including the First Niagara
merger, or strategic partnership were to occur, we may fail to realize the expected revenue increases, cost
savings, increases in geographic or product presence, or other projected benefits.
We may not be able to complete the acquisition of First Niagara.
Before the transactions contemplated in the merger agreement with First Niagara can be completed, various
approvals must be obtained from the bank regulatory and other governmental authorities. In deciding whether to
grant antitrust or regulatory clearances, the relevant governmental entities will consider a variety of factors,
including the regulatory standing of each of the parties and the effect of the merger on competition within their
relevant jurisdiction. An adverse development in either party’s regulatory standing or other factors could result in
an inability to obtain one or more of the required regulatory approvals or delay their receipt. The terms and
conditions of the approvals that are granted may impose requirements, limitations or costs, or place restrictions
on the conduct of the combined company’s business or require branch divestitures. The level of divestitures
required by the relevant governmental entities might be unacceptable to the parties, or could delay the closing of
the merger or diminish the anticipated benefits of the merger. If required by regulatory authorities, we will divest
branches in certain areas in a manner sufficient to eliminate such regulatory authorities’ competitive concerns.
Despite the parties’ commitments to use their reasonable best efforts to comply with conditions imposed by
regulatory entities, under the terms of the merger agreement, KeyCorp and First Niagara will not be required to
take actions that would be more-likely-than-not to have a material and adverse effect on KeyCorp and its
subsidiaries, taken as a whole, giving effect to the merger (measured on a scale relative to First Niagara and its
subsidiaries, taken as a whole). There can be no assurance that regulators will not impose conditions, terms,
obligations, or restrictions and that such conditions, terms, obligations, or restrictions will not have the effect of
delaying the completion of the merger, imposing additional material costs on or materially limiting the revenues
of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the
merger were consummated successfully within the expected timeframe. In addition, we cannot provide assurance
that any such conditions, terms, obligations, or restrictions will not result in the delay or abandonment of the
merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions,
or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the
completion of the merger.
In addition to the various regulatory approvals, the merger agreement is subject to a number of other conditions
that must be fulfilled in order to complete the merger. Those conditions include, but are not limited to: approval
of the merger agreement by First Niagara and KeyCorp shareholders, as well as approval of the amendment to
KeyCorp’s articles by KeyCorp’s shareholders, absence of orders prohibiting completion of the merger,
effectiveness of the registration statement filed in connection with the transaction, and approval of the KeyCorp
common shares and the new KeyCorp preferred stock to be issued to First Niagara common and preferred
stockholders, as applicable, for listing on the NYSE. The conditions to the closing of the merger may not be
fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties
can mutually decide to terminate the merger agreement at any time, before or after shareholder approval, or
KeyCorp or First Niagara may elect to terminate the merger agreement in certain other circumstances.
Several putative class action lawsuits have been filed by purported First Niagara stockholders alleging claims
against First Niagara, the members of First Niagara’s Board of Directors, and KeyCorp. Among other remedies,
the purported plaintiffs seek to enjoin the merger. The outcome of any such litigation is uncertain. If the cases or
any additional cases filed in connection with the merger are not resolved, these lawsuits could prevent or delay
the completion of the merger and result in significant costs to First Niagara and/or KeyCorp, including any costs
associated with the indemnification of directors and officers.
We may fail to realize the anticipated benefits of the merger with First Niagara.
KeyCorp and First Niagara have operated and, until the completion of the merger, will continue to operate,
independently. The success of the merger, including anticipated benefits and cost savings, will depend on, among
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