Item 3.03. Material Modification to Rights of Security Holders.
Following the issuance of the 4.45% Non-Cumulative Perpetual Preferred Stock, Series E, liquidation preference $1,000 per share, par value $1 per share (the “Series E Preferred Stock”), of Regions Financial Corporation (the “Company”) on May 4, 2021, 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 E Preferred Stock or any shares of the Company that are pari passu with the Series E Preferred Stock with respect to the payment of dividends (including the Company’s 6.375% Non-Cumulative Perpetual Preferred Stock, Series A, the Company’s 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, the Company’s 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C and the Company’s Non-Cumulative Perpetual Preferred Stock, Series D) is subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series E Preferred Stock for the last preceding dividend period. The terms of the Series E 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 3.6 to the Company’s Form 8-A filed on May 3, 2021 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 29, 2021, 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 E Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.6 to the Company’s Form 8-A filed on May 3, 2021 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 4, 2021, the Company is sending redemption notices to the holders of the depositary shares (the “Series A Depositary Shares”) each representing a 1/40th interest in a share of the Company’s 6.375% Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”), which will result in the redemption on June 15, 2021 (the “Redemption Date”) of the Series A Depositary Shares and the Series A Preferred Stock pursuant to the terms of the Deposit Agreement, dated as of November 1, 2012, between the Company, Computershare Trust Company, N.A., as Depositary, Computershare, Inc. and the holders from time to time of the depositary receipts described therein and the Certificate of Designations of the Series A Preferred Stock. The aggregate redemption price will equal $1,000 per share of Series A Preferred Stock (equivalent to $25 per Series A Depositary Share), plus any declared and unpaid dividends (without regard to any undeclared dividends) to but excluding the Redemption Date.
In accordance with general instruction B.2 of Form 8-K, this information is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 8.01. Other Events.
On April 27, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, BofA Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities 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 16,000,000 depositary shares (the “Series E Depositary Shares”), each representing a 1/40th interest in a share of the Series E 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 Form 8-K and incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to the Company’s registration statement on Form S-3 (File No. 333-229810) (the “Registration Statement”) and such exhibit is hereby incorporated by reference into the Registration Statement.
Copies 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 Form 8-K. Exhibits 5.1, 8.1, 23.1 and 23.2 of this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.
The Deposit Agreement, dated as of May 4, 2021 (the “Deposit Agreement”), by and among Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, the Company and the holders from time to time of the depositary receipts described therein, relating to the Series E Depositary Shares is attached as Exhibit 4.1 to this Current Report on Form 8-K. The form of depositary receipt representing the Series E Depositary Shares is included as Exhibit A to the Deposit Agreement.
