Commerce Bancshares Announces Pricing of Depositary Share Offering Representing Interests in $150 Million of Preferred Stock and

  Commerce Bancshares Announces Pricing of Depositary Share Offering
  Representing Interests in $150 Million of Preferred Stock and Entry Into
  Accelerated Share Repurchase Agreement

Business Wire

KANSAS CITY, Mo. -- June 12, 2014

Commerce Bancshares, Inc. (NASDAQ: CBSH) ("Commerce") today announced the
pricing of a public offering of 6,000,000 depositary shares, each representing
a 1/1000th interest in its 6.00% Series B non-cumulative perpetual preferred
stock, which qualifies as Tier 1 capital. Purchasers of depositary shares will
be entitled to all proportional rights and preferences of the Preferred Stock
(including dividend, voting, redemption and liquidation rights). The Series B
preferred stock has a liquidation preference of $25,000 per share (equivalent
to $25.00 per depositary share), or $150 million in the aggregate. The
offering is expected to close on June 19, 2014, subject to customary closing
conditions.

Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and J.P. Morgan Securities LLC are acting as joint-book running managers for
the offering.

Commerce intends to use the net proceeds from the offering and other available
liquidity to repurchase $200 million of shares of its common stock pursuant to
an accelerated share repurchase ("ASR") agreement it has entered into today
with Morgan Stanley. Under the terms of the ASR agreement, Commerce will pay
$200 million to Morgan Stanley on June 19, 2014 and in exchange will receive
shares of its common stock, with the substantial majority of shares expected
to be delivered on June 19, 2014 and any additional shares expected to be
delivered upon completion of the program, expected to be within the next
twelve months. The total number of shares that Commerce will receive and the
total consideration paid ultimately will be determined based on the
volume-weighted daily average price of its common stock during the repurchase
program. The Company also increased the number of shares under its stock
buyback program to 5,000,000 shares to accommodate this program.

This press release does not constitute an offer to sell or a solicitation of
an offer to buy, nor shall there be any sale of any of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. The securities being offered have not been approved or
disapproved by any regulatory authority, nor has any such authority passed
upon the accuracy or adequacy of the prospectus supplement or the shelf
registration statement or prospectus.

The offering is being made only by means of a prospectus supplement and
accompanying base prospectus. Commerce has filed a registration statement
(including a base prospectus) and a preliminary prospectus supplement with the
U.S. Securities and Exchange Commission (the "SEC") for the offering to which
this communication relates and will file a final prospectus supplement
relating to the offering. Prospective investors should read the prospectus
supplement and base prospectus in that registration statement and other
documents Commerce has filed or will file with the SEC for more complete
information about Commerce and this offering. You may get these documents for
free by visiting EDGAR on the SEC's website at http://www.sec.gov.
Alternatively, copies of the final prospectus supplement and the accompanying
base prospectus for the offering, when available, may be obtained by
contacting Morgan Stanley & Co. LLC (Attention: Prospectus Department, 180
Varick Street, New York, NY 10014, or by email at
prospectus@morganstanley.com); Merrill Lynch, Pierce, Fenner & Smith
Incorporated (Attention: Prospectus Department, 222 Broadway, New York, NY
10038, or by e-mail at dg.prospectus_requests@baml.com); or J.P. Morgan
Securities LLC (Attention: Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, or by telephone at +1 (866) 803-9204).

About Commerce Bancshares, Inc.

Commerce Bancshares, Inc. (NASDAQ: CBSH) (“Commerce”) is a $22.8 billion
regional bank holding company, as of March 31, 2014. For almost 150 years,
Commerce has been meeting the financial services needs of individuals and
businesses through its subsidiary, Commerce Bank. Commerce Bank provides a
diversified line of financial services, including business and personal
banking, wealth management, financial planning, and investments through its
affiliated companies. Commerce operates in approximately 360 retail locations
in the Central United States and has a nationwide presence in the commercial
payments industry. Commerce also has operating subsidiaries involved in
mortgage banking, leasing, credit-related insurance, private equity and real
estate activities. For additional information, please visit
www.commercebank.com

Forward-Looking Statements and Factors that Could Affect Future Results

This press release may include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995, as
amended. All statements other than statements of historical fact should be
considered to be forward-looking statements.

Forward-looking statements can often be identified by the use of
forward-looking terminology, such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” “may,” “will be” and variations of
these words and similar expressions. Any forward-looking statement speaks only
as of the date on which it is made and is qualified in its entirety by
reference to the factors discussed in our Annual Report on Form 10-K for the
year ended December 31, 2013. We do not undertake to update any
forward-looking statement to reflect events or circumstances after the date on
which it is made.

Forward-looking statements are not guarantees of future performance or
results, and are subject to known and unknown risks and uncertainties. Forward
looking statements necessarily are dependent on assumptions, data or methods
that may be incorrect or imprecise. Actual results may vary materially and
adversely from those anticipated in the forward-looking statements. Factors
that could cause actual results to differ from those discussed in the
forward-looking statements include the factors described in our Annual Report
on Form 10-K for the year ended December 31, 2013. In addition, other factors
not identified could also have such an effect. We cannot give you any
assurance that the forward-looking statements included in this press release
will prove to be accurate. In light of the significant uncertainties inherent
in the forward-looking statements included in this press release you should
not regard the inclusion of this information as a representation by us or any
other person that the results or conditions described in those statements or
objectives and plans will be achieved.

Contact:

Commerce Bancshares, Inc.
Molly Hyland, 314-746-3657
Manager, Public Relations, Investor Relations, Government Relations
molly.hyland@commercebank.com
 
Press spacebar to pause and continue. Press esc to stop.