Item 3.03. Material Modification to Rights of Security Holders.
Following the issuance of the 5.700%Fixed-to-Floating RateNon-Cumulative Perpetual Preferred Stock, Series C, liquidation preference $1,000 per share, par value $1 per share (the “Series C Preferred Stock”), of Regions Financial Corporation (the “Company”) on April 30, 2019, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock, any shares of the Company that rank junior to the Series C Preferred Stock or any shares of the Company that arepari passu with the Series C Preferred Stock with respect to the payment of dividends (including the Company’s 6.375%Non-Cumulative Perpetual Preferred Stock, Series A and the Company’s 6.375%Fixed-to-Floating RateNon-Cumulative Perpetual Preferred Stock, Series B) is subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series C Preferred Stock for the last preceding dividend period. The terms of the Series C Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.4 to the Company’s Form8-A filed on April 29, 2019 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 29, 2019, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series C Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.4 to the Company’s Form8-A filed on April 29, 2019 and is incorporated herein by reference.
Item 8.01. Other Events.
On April 23, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Regions Securities LLC, as representatives of the several underwriters listed therein (the “Underwriters”), relating to the public offering (the “Offering”) of 20,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Series C Preferred Stock. The Underwriting Agreement contains various representations, warranties and agreements by the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form8-K and incorporated herein by reference. This Current Report on Form8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to the Company’s registration statement on FormS-3 (FileNo. 333-229810) (the “Registration Statement”) and such exhibit is hereby incorporated by reference into the Registration Statement.
A copy of the opinions of Sullivan & Cromwell LLP, counsel to the Company, are attached as Exhibits 5.1 and 8.1 to this Current Report on Form8-K. Exhibits 5.1, 8.1, 23.1 and 23.2 of this Current Report on Form8-K are hereby incorporated by reference into the Registration Statement.
The Deposit Agreement, dated as of April 30, 2019 (the “Deposit Agreement”), by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein, relating to the Depositary Shares is attached as Exhibit 4.1 to this Current Report on Form8-K. The form of depositary receipt representing the Depositary Shares is included as Exhibit A to the Deposit Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number | | Description |
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| 1.1 | | Underwriting Agreement, dated April 23, 2019, by and among Regions Financial Corporation and Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Regions Securities LLC, as representatives of the several underwriters listed therein. |
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| 3.1 | | Certificate of Designations of Regions Financial Corporation, filed with the Secretary of State of the State of Delaware and effective April 29, 2019 (filed as Exhibit 3.4 to the Company’s Form8-A filed on April 29, 2019 and incorporated by reference herein). |
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| 4.1 | | Deposit Agreement, dated as of April 30, 2019, by and among Regions Financial Corporation, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein (filed as Exhibit 4.1 to the Company’s Form8-A filed on April 29, 2019 and incorporated by reference herein). |
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| 4.2 | | Form of depositary receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.1). |
