This pricing term sheet supplements the information set forth under “Description of the Series D Preferred Stock” in the preliminary prospectus supplement, dated June 2, 2020 (the “Preliminary Prospectus Supplement”) to the prospectus dated February 22, 2019.
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Issuer: | | Regions Financial Corporation |
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Security: | | Depositary shares (the “Depositary Shares”) each representing a 1/100th interest in a share ofNon-Cumulative Perpetual Preferred Stock, Series D, of the Issuer (the “Preferred Stock”) |
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Expected Security Ratings (Moody’s/S&P/Fitch):* | | Ba1 / BB+ / BB (Stable/Stable/Stable) |
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Size: | | $350,000,000 / 350,000 Depositary Shares |
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Over-allotment Option: | | No over-allotment option applies to this offering. |
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Liquidation Preference: | | $1,000 per Depositary Share (equivalent to $100,000 per share of Preferred Stock) |
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Term: | | Perpetual |
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First Reset Date: | | September 15, 2025 |
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Reset Date: | | The First Reset Date and each date falling on the fifth anniversary of the preceding reset date |
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Reset Period: | | The period from and including the First Reset Date to, but excluding, the next following Reset Date and thereafter each period from and including each Reset Date to, but excluding, the next following Reset Date |
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Reset Dividend Determination Date: | | In respect of any Reset Period, the day falling three business days prior to the beginning of such Reset Period |
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Dividend Rate(Non-Cumulative): | | At a rate per annum equal to (i) 5.750% from the Settlement Date to, but excluding, September 15, 2025; and (ii) for each Reset Period from, and including, September 15, 2025, the “five-year treasury rate” (as defined in the Preliminary Prospectus Supplement) as of the most recent Reset Dividend Determination Date plus 5.426% |
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Dividend Payment Dates: | | Quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2020 |
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Day Count: | | 30/360 |
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Trade Date | | June 2, 2020 |
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Settlement Date: | | June 5, 2020 (T+3)** |
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Optional Redemption: | | The Issuer may redeem the Preferred Stock, at its option, at a price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends (without regard to any undeclared dividends) to but excluding the redemption date, (i) in whole or in part, from time to time, during the three-month period prior to, and including, any Reset Date on or after September 15, 2025 or (ii) in whole but not in part, at any time following a regulatory capital treatment event (as defined in the Preliminary Prospectus Supplement). |
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Public Offering Price: | | $1,000 per Depositary Share |
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Underwriting Discount: | | $10 per Depositary Share |