On January 30, 2024, Comerica Incorporated (the “Company”) completed the public offer and sale of $1,000,000,000 aggregate principal amount of its 5.982% Fixed-to-Floating Rate Senior Notes due 2030 (the “Notes”). The Notes were issued pursuant to an Indenture dated May 23, 2014, as supplemented by a first supplemental indenture, dated January 30, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “First Supplemental Indenture”). The Notes were sold pursuant to an underwriting agreement, dated January 25, 2024, 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 Underwriting Agreement, the First Supplemental Indenture and the Form of Global Note for the Notes are attached to this Current Report on Form 8-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 First Supplemental Indenture and the Notes are more fully described in the prospectus supplement dated January 25, 2024 and filed with the Securities and Exchange Commission (the “Commission”) on January 29, 2024, to the accompanying prospectus filed with the Commission on February 12, 2021, as part of the Company’s Registration Statement on Form S-3ASR (File No. 333-253078) (the “Registration Statement”).
The foregoing descriptions of the Underwriting Agreement, the First Supplemental 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, respectively.
This Current Report on Form 8-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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated January 25, 2024, 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.* |
| |
| 4.1 | | First Supplemental Indenture, dated as of January 30, 2024, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. |
| |
| 4.2 | | Form of Global Note for the Registrant’s 5.982% Fixed-to-Floating Rate Senior Notes due 2030. |
| |
| 5.1 | | Opinion of Wachtell, Lipton, Rosen & Katz. |
| |
| 23.1 | | Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1). |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Comerica Incorporated agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request; provided, however, that Comerica Incorporated may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. |
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