Fulton Financial Corporation (NASDAQ:FULT) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

On March16, 2017, Fulton Financial Corporation (Fulton Financial)
issued and sold $125.0million aggregate principal amount of its
3.60% Senior Notes due 2022 (the Notes) to an Underwriting
Agreement, dated March13, 2017 (the Underwriting Agreement),
between Fulton Financial and Keefe, Bruyette Woods, Inc. as
underwriter. The Notes were offered and sold to Fulton Financials
registration statement on Form S-3 (Registration No.333-197730)
filed with the Securities and Exchange Commission on July30,
2014, and the prospectus contained therein, as supplemented by
the prospectus supplement dated March13, 2017. Fulton Financial
received approximately $123.0million in net proceeds, after
underwriting discounts and commissions and offering expenses
payable by Fulton Financial, from the sale of the Notes.

The Notes were issued to an Indenture, dated as of March16, 2017
(the Indenture), as supplemented by the First Supplemental
Indenture (the First Supplemental Indenture), dated as of
March16, 2017, between Fulton Financial and Wilmington Trust,
National Association, as trustee. The Notes will mature on
March16, 2022 and are not redeemable at the option of Fulton
Financial or repayable at the option of the holders at any time
before that date. The Notes are unsecured and unsubordinated
obligations of Fulton Financial and will rank equal in right of
payment to all of Fulton Financials existing and future unsecured
and unsubordinated obligations, will be senior in right of
payment to all of Fulton Financials existing and future unsecured
and subordinated indebtedness, will be structurally subordinated
to Fulton Financials future secured indebtedness to the extent of
the value of the assets securing such indebtedness and will be
structurally subordinated to all of Fulton Financials existing
and future liabilities and obligations of its subsidiaries.

Each of the following constitutes an event of default under the
Indenture with respect to the Notes: (1)failure to pay any
installment of interest on the Notes when due and payable,
continued for 30 days; (2)failure to pay the principal of, or
premium, if any, on the Notes when due; (3)default in the
performance or breach of any other covenants or warranty in the
Indenture with respect to the Notes for 60days after Fulton
Financial receives notice of such default or breach; or
(4)certain events with respect to bankruptcy, insolvency,
reorganization or other similar law. If an event of default
occurs, the principal of the Notes may be accelerated to the
Indenture.

The foregoing description of the Underwriting Agreement,
Indenture and Supplemental Indenture does not purport to be
complete and is qualified in its entirety by reference to the
full text of such document. For a complete description of the
Underwriting Agreement, please refer to the Underwriting
Agreement, attached as Exhibit1.1 to this Current Report on Form
8-K, and incorporated herein by reference. For a complete
description of the Indenture and Supplemental Indenture, which
includes the Form of Notes, please refer to the Indenture,
attached as Exhibit 4.1, and to the Supplemental Indenture,
attached as Exhibit 4.2, to this Current Report on Form8-K, and
are incorporated herein by reference. The Form of 3.60% Senior
Notes due 2022 is included in Exhibit4.2. Sullivan Cromwell LLP
and Barley Snyder LLP have each opined on the validity of the
Notes. The opinions of Sullivan Cromwell LLP and Barley Snyder
LLP, and their respective consents, are included as Exhibit5.1
and Exhibit5.2 to this Current Report on Form 8-K, respectively,
and are incorporated herein by reference.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth above under Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this
Item2.03.

Item7.01 Regulation FD Disclosure.

On March16, 2017, Fulton Financial issued a press release
announcing the closing of its previously announced public
offering of the Notes. A copy of the press release is attached
hereto as Exhibit99.1. Exhibit99.1 is incorporated by reference
into this Item7.01.

The information in this Item7.01, including Exhibit99.1
incorporated herein by reference, is being furnished and shall
not be deemed filed for the purpose of Section18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that Section. The information in this
Item7.01, including Exhibit99.1 incorporated herein by reference,
shall not be incorporated by reference into any registration
statement or other document to the Securities Act of 1933, as
amended.

Item9.01 Financial Statements and Exhibits.

2

About Fulton Financial Corporation (NASDAQ:FULT)

Fulton Financial Corporation is a multi-bank financial holding company. The Company provides a range of banking and financial services to businesses and consumers through its banking subsidiaries: Fulton Bank, N.A., Fulton Bank of New Jersey, The Columbia Bank, Lafayette Ambassador Bank, FNB Bank, N.A. and Swineford National Bank. The Company, through its banking subsidiaries, offers a range of retail and commercial banking services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia. The Company’s subsidiary banks deliver products and services through traditional branch banking, with a network of service branch offices. Each of its subsidiary banks offer a range of consumer and commercial banking products and services in its local market area. Its non-bank subsidiaries include Fulton Financial Realty Company, Central Pennsylvania Financial Corp., FFC Management, Inc., FFC Penn Square, Inc. and Fulton Insurance Services Group, Inc.

Fulton Financial Corporation (NASDAQ:FULT) Recent Trading Information

Fulton Financial Corporation (NASDAQ:FULT) closed its last trading session up +0.15 at 18.80 with 898,703 shares trading hands.