First Niagara Financial Group Announces Pricing of $450 Million Common Stock Offering

First Niagara Financial Group, Inc.

today announced that it has priced an underwritten public offering of 52,941,176 shares of its common stock at a price to the public of $8.50 per share for gross proceeds of $450 million. In addition, First Niagara has granted the underwriters a 30-day option to purchase up to an additional 3,970,588 shares of common stock. Goldman, Sachs & Co. served as the global coordinator for the offering, and Goldman, Sachs & Co., Sandler O'Neill + Partners, L.P., BofA Merrill Lynch and Keefe, Bruyette & Woods, Inc. served as joint book-running managers for the offering. The offering is expected to close on December 12, 2011. Subject to market conditions, First Niagara expects to commence separate underwritten public offerings of $350 million aggregate liquidation preference of perpetual non-cumulative preferred stock and $300 million aggregate principal amount of subordinated notes in the near future. The net proceeds from this offering of common stock, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $434.8 million (or $467.5 million if the underwriters exercise their option to purchase additional shares in full). First Niagara intends to use the net proceeds from this offering of common stock to consummate its previously announced acquisition of branches of HSBC Bank USA, National Association announced on July 31, 2011 and for general corporate purposes. The closing of the common stock offering is not conditioned upon the closing of the offerings of perpetual non-cumulative preferred stock or subordinated notes.