Item 8.01 Other Events.
Offering of 3.700% Senior Notes Due 2023
On July 31, 2018, Comerica Incorporated (the “Company”), completed the public offer and sale of $850,000,000 aggregate principal amount of its 3.700% Senior Notes due 2023 (the “Notes”). The Notes were issued pursuant to an Indenture dated May 23, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The Notes were sold pursuant to an underwriting agreement, dated July 26, 2018 (the “Underwriting Agreement”), by and among the Company and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein.
The Underwriting Agreement, the Indenture and the Form of Global Notes for the Notes are attached to this Current Report on Form8-K as Exhibits 1.1, 4.1 and 4.2 respectively, and are incorporated into this Item 8.01 by reference.
The Underwriting Agreement, the Indenture and the Notes are more fully described in the prospectus supplement, filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2018, to the accompanying prospectus filed with the Commission on February 16, 2018, as part of the Company’s Registration Statement on FormS-3ASR (FileNo. 333-223083) (the “Registration Statement”).
The foregoing descriptions of the Underwriting Agreement, the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to Exhibits 1.1, 4.1 and 4.2.
This Current Report on Form8-K is being filed, in part, for the purpose of filing the documents attached as Exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the Notes and such exhibits are hereby incorporated by reference into the Registration Statement.
Accelerated Share Repurchase
On July 30, 2018, the Company entered into an accelerated share repurchase (“ASR”) agreement with JPMorgan Chase Bank, National Association (“JPM”) to repurchase an aggregate of $500 million of the Company’s common stock.
Under the terms of the ASR agreement, the Company will make a $500 million payment to JPM on August 1, 2018 and will receive from JPM on the same day an initial delivery of 4,139,930 shares of the Company’s common stock. The final number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of the Company’s common stock during the term of the ASR transaction, subject to adjustments pursuant to the terms and conditions of the ASR agreement. The final settlement of the transactions under the ASR agreement is expected to occur no later than September 25, 2018 and may be accelerated at the option of JPM.
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