UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2020
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 001-34034 | | 63-0589368 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1900 Fifth Avenue North
Birmingham, Alabama 35203
(Address, including zip code, of principal executive office)
Registrant’s telephone number, including area code: (800) 734-4667
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $.01 par value | | RF | | New York Stock Exchange |
Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Non-Cumulative Perpetual Preferred Stock, Series A | | RF PRA | | New York Stock Exchange |
Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B | | RF PRB | | New York Stock Exchange |
Depositary Shares, each representing a 1/40th Interest in a Share of 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C | | RF PRC | | New York Stock Exchange |
On May 18, 2020, Regions Financial Corporation (the “Company”) issued and sold $750,000,000 aggregate principal amount of 2.250% Senior Notes due 2025 (the “Notes”) of the Company. The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Regions Securities LLC, as representatives of the several underwriters listed therein (the “Underwriters”), dated May 13, 2020. The Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference. The Company received $745,462,500 in proceeds, before offering expenses, from the sale of the Notes.
The Notes were issued pursuant to an Indenture, dated as of August 8, 2005, as supplemented by the Eleventh Supplemental Indenture (the “Eleventh Supplemental Indenture”), dated May 18, 2020, between the Company and Deutsche Bank Trust Company Americas, as trustee, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference. The form of certificate representing the 2.250% Senior Notes due 2025 is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibits 1.1, 4.1, and 4.2 as exhibits to the Company’s registration statement on Form S-3 (File No. 333-229810) (the “Registration Statement”) and such exhibits are incorporated herein by reference into the Registration Statement.
A copy of the opinions of Sullivan & Cromwell LLP, counsel to the Company, are attached as Exhibit 5.1 and Exhibit 8.1 to this Current Report on Form 8-K. Exhibits 5.1, 8.1, 23.1 and 23.2 of this Current Report on Form 8-K are incorporated herein by reference into the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number | | | |
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| | 1.1 | | | Underwriting Agreement, dated May 13, 2020, by and among J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Regions Securities LLC, as representatives of the several underwriters listed therein. |
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| | 4.1 | | | Eleventh Supplemental Indenture, dated May 18, 2020, between Regions Financial Corporation and Deutsche Bank Trust Company Americas, as trustee. |
| | | | | |
| | 4.2 | | | Form of 2.250% Senior Notes due 2025 (included in Exhibit 4.1). |
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| | 5.1 | | | Opinion of Sullivan & Cromwell LLP. |
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| | 8.1 | | | Opinion of Sullivan & Cromwell LLP. |
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| | 23.1 | | | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1). |
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| | 23.2 | | | Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1). |
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| | 104 | | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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REGIONS FINANCIAL CORPORATION |
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By: | | /s/ Hope D. Mehlman |
Name: | | Hope D. Mehlman |
Title: | | Executive Vice President, Corporate Secretary, Chief Governance Officer and Deputy General Counsel |
Date: May 18, 2020
