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 20, 2020
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|
| | | | |
| 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:
|
| | |
| 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 |
Item 8.01 Other Events.
On May 20, 2020, Regions Bank (the “Bank”), a wholly-owned subsidiary of Regions Financial Corporation (“Regions Financial”), announced that as of 5:00 p.m. New York City time on that date (the “Expiration Time”), $361,081,000 of the $550,000,000 aggregate principal amount of its outstanding 2.750% Senior Bank Notes due April 2021 (the “Fixed Rate Notes”) and $284,375,000 of the $350,000,000 aggregate principal amount of its outstanding Senior Floating Rate Bank Notes due April 2021 (the “Floating Rate Notes”) were validly tendered and not validly withdrawn. An additional $232,000 aggregate principal amount of outstanding Fixed Rate Notes were tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents. A copy of the press release announcing this event is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
| |
| 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.
|
| | |
| | | |
| REGIONS FINANCIAL CORPORATION |
| | |
| By: | | /s/ Hope D. Mehlman |
| Name: | | Hope D. Mehlman |
| Title: | | Executive Vice President, |
| | | Corporate Secretary, Chief Governance Officer and Deputy General Counsel |
Date: May 20, 2020
