BBVA Compass Announces Tender Offer for Subordinated Notes

          BBVA Compass Announces Tender Offer for Subordinated Notes

PR Newswire

BIRMINGHAM, Ala., April 3, 2013

BIRMINGHAM, Ala., April 3, 2013 /PRNewswire/ -- BBVA Compass today announced
that it has commenced an offer to purchase for cash (the "Tender Offer") up to
$140 million in aggregate principal amount (the "Maximum Tender Amount") of
its 5.90 percent Subordinated Notes due 2026 (the "2026 Notes") and its 5.50
percent Subordinated Notes due 2020 (the "2020 Notes" and, collectively, the

BBVA Compass will purchase Securities that are validly tendered and not
validly withdrawn in accordance with the priorities set forth in the Offer to
Purchase (as defined below). Because the total principal amount outstanding of
the 2026 Notes is less than the Maximum Tender Amount, BBVA Compass will
purchase up to the total principal amount outstanding of 2026 Notes. BBVA
Compass will purchase 2020 Notes up to an amount such that the total principal
amount of Securities that BBVA Compass purchases equals the Maximum Tender
Amount. BBVA Compass may, in its sole discretion, increase the Maximum Tender

The Tender Offer is being made upon and is subject to the terms and conditions
set forth in the Offer to Purchase dated April 3, 2013 (the "Offer to
Purchase") and the related Letter of Transmittal. The Tender Offer will expire
at 5:00 p.m., New York Citytime, on Tuesday, April 30, 2013 (the "Expiration
Date"), unless extended or earlier terminated. Tenders of the Securities may
be withdrawn at any time at or prior to 5:00 p.m., New York City time,on
Tuesday, April 16, 2013, but may not be withdrawn thereafter.

                                                    Dollars per $1,000 Principal

                                                    Amount of Securities
                          Principal                                 Early
Title of      CUSIP                     Acceptance  Tender Offer              Total
Security                  Amount                                    Tender
              Number                    Priority    Consideration             Consideration
                          Outstanding                               Premium
Subordinated              $125,000,000              $980            $30       $1,010
Notes due     20449EEE2                 1
Subordinated              $300,000,000  2           $1,020          $30       $1,050
Notes due     20449EBT2

BBVA Compass intends to use cash on hand to pay for the Securities accepted
for payment. BBVA Compass' obligation to accept for payment and to pay for the
Securities in the Tender Offer is subject to the satisfaction or waiver of a
number of customary conditions.

The consideration for each $1,000 principal amount of each issue of the
Securities validly tendered and accepted for purchase pursuant to the Tender
Offer will be the applicable tender offer consideration for such issue of
Securities set forth in the table above (with respect to each issue, the
"Tender Offer Consideration"). Holders of Securities that are validly tendered
at or prior to 5:00 p.m., New York Citytime, on Tuesday, April 16, 2013 (the
"Early Tender Date") and accepted for purchase will receive the Tender Offer
Consideration for the Securities plus the early tender premium set forth in
the table above (the "Early Tender Premium"). Holders of Securities tendered
after the Early Tender Date but before the Expiration Date and accepted for
purchase will receive the Tender Offer Consideration, payable on the
settlement date, but not the Early Tender Premium.

Payments for Securities purchased will include accrued and unpaid interest
from and including the last interest payment date applicable to the relevant
issue of Securities up to, but not including, the settlement date. The
settlement date is expected to be one business day following the Expiration
Date, assuming all conditions to the Tender Offer have been satisfied or

Citigroup is acting as sole Dealer Manager for the Tender Offer. The
Depositary and the Information Agent is Global Bondholder Services
Corporation. Copies of the Offer to Purchase, Letter of Transmittal and
related offering materials are available by contacting the Information Agent
at (866) 873-5600 (toll-free) or (212) 430-3774 (collect). Questions regarding
the Tender Offer should be directed to Citigroup at (800) 558-3745

None of BBVA Compass, its board of directors, its officers, the Depositary and
Information Agent, the Dealer Manager, the fiscal and paying agent with
respect to the 2020 Notes or the issuing and paying agent with respect to the
2026 Notes is making any recommendation as to whether holders should tender
Securities in response to the Tender Offer. Holders must make their own
decision as to whether to tender their Securities, and, if so, the principal
amount of Securities to tender.

This news release shall not constitute an offer to sell, a solicitation to buy
or an offer to purchase or sell any securities. The Tender Offer is being made
only pursuant to the Offer to Purchase and only in such jurisdictions as is
permitted under applicable law.

About BBVA Group
BBVA Compass is a subsidiary of BBVA Compass Bancshares Inc., a wholly owned
subsidiary of BBVA (NYSE: BBVA) (MAD: BBVA). BBVA is a customer-centric global
financial services group founded in 1857. The Group has a solid position in
Spain, is the largest financial institution in Mexico, and has leading
franchises in South America and the Sunbelt region of the United States. Its
diversified business is geared toward high-growth markets and relies on
technology as a key sustainable competitive advantage. BBVA ranks among the
leading eurozone banks in terms of return on equity and efficiency. Corporate
responsibility is at the core of its business model. BBVA fosters financial
education and inclusion, and supports scientific research and culture. It
operates with the highest integrity, a long-term vision and applies best
practices. More information about the BBVA Group can be found at

About BBVA Compass
BBVA Compass is a Sunbelt-based financial institution that operates 708
branches, including 367 in Texas, 93 in Alabama, 79 in Arizona, 65 in
California, 45 in Florida, 38 in Colorado and 21 in New Mexico. BBVA Compass
ranks among the top 20 largest U.S. commercial banks based on deposit market
share and ranks among the largest banks in Alabama (2nd), Texas (4th) and
Arizona (5th). BBVA Compass has been recognized as one of the leading Small
Business Administration lenders and ranked third in American Banker's 2012
reputation study of the leading 30 banks in the U.S. Additional information
about BBVA Compass can be found at

Editor's Note:
BBVA Compass is a trade name of Compass Bank.

Forward-Looking Statements
Certain statements in this release, including statements regarding our
business, financial condition, results of operation, cash flows, strategies
and prospects, constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of BBVA Compass
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. A variety
of factors may affect the operations, performance, business strategy, and
results of BBVA Compass including, but not limited to: (1) financial market
volatility, including the level of interest rates and effects of such interest
rates on derivative contracts; (2) the strength of the U.S. economy in general
and the strength of the local economies in which BBVA Compass operates may be
different than expected resulting in deteriorating credit quality, a reduced
demand for credit or a weakened ability to generate deposits; (3) disruptions
in the liquidity and other functioning of financial markets, including
disruptions in the markets for real estate and other assets commonly securing
financial products; (4) access to adequate funding sources to support BBVA
Compass' balance sheet and to continue funding loan growth; (5) the impact of
changes in laws and regulations governing the financial services industry; (6)
the failure of assumptions underlying the establishment of reserves for loan
losses; (7) capital market conditions, including the impact on asset
valuations; (8) the effects of, and changes in, trade, monetary and fiscal
policies and laws, including interest rate policies of the Federal Reserve;
(9) technological changes; (10) unfavorable judicial or regulatory proceedings
or rulings; (11) the impact of changes in accounting principles and practices;
(12) actions and initiatives by current and potential competitors; (13) the
ability to retain key personnel; (14) changes in BBVA Compass' markets
resulting from consolidations of clients and competitors; (15) new legal
obligations or pending litigation; (16) capital requirements imposed by
federal bank regulators; (17) effects of natural disasters, terrorist
activities and similar events; and (18) significant delay in or inability to
execute strategic initiatives designed to grow revenues and/or control
expenses. If BBVA Compass' assumptions and estimates are incorrect, or if BBVA
Compass becomes subject to significant limitations as the result of litigation
or regulatory action, then BBVA Compass' actual results could vary materially
from the forward-looking statements made in this release. BBVA Compass assumes
no obligation to update any forward-looking statement except as required by


Contact: Ed Bilek, U.S. Shareholder Relations, 205-297-3331,
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