Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 14 2020 - 6:07AM
Edgar (US Regulatory)
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-229810
Pricing Term Sheet
$750,000,000
2.250% Senior Notes
due 2025
This term sheet supplements the information set forth under Description of Notes in the Preliminary Prospectus Supplement, subject
to completion, dated May 13, 2020 to the Prospectus dated February 22, 2019.
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Issuer
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Regions Financial Corporation
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Title of Security
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2.250% Senior Notes due 2025 (the Notes)
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Ratings (Moodys/S&P/Fitch)*
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Baa2 / BBB+ / BBB+ (Stable/Stable/Stable)
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Principal Amount
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$750,000,000
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Trade Date
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May 13, 2020
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Settlement Date**
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May 18, 2020 (T+3)
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Maturity
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May 18, 2025
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Coupon
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2.250%
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Payment Frequency
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Semi-Annually
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Interest Payment Dates
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May 18 and November 18 of each year, commencing November 18, 2020
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Day Count Convention
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30/360
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Optional Redemption
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The Notes may not be redeemed by the Issuer prior to November 18, 2020. At any time on or after November 18, 2020 and prior to April 18, 2025, the Issuer may, at its option, and from time to time, upon not less than 10 or more
than 60 days prior notice, redeem all or any portion of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus a make-whole premium (as described under Description of
the NotesRedemption in the Preliminary Prospectus Supplement). At any time on or after April 18, 2025, the Issuer may, at its option, and from time to time, upon not less than 10 nor more than 60 days prior notice, redeem all or
any portion of the Notes at a redemption price equal to 100% of
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the principal amount of the Notes to be redeemed. Holders of any Notes redeemed will also receive accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.
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Make-whole Spread
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T+30 basis points
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Benchmark Treasury
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0.375% US Treasury due April 30, 2025
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Spread to Benchmark Treasury
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+200 basis points
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Benchmark Treasury Spot and Yield
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100-09+; 0.315%
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Price to Public
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99.695% of Principal Amount
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Net Proceeds to Issuer (after underwriting discounts and commissions, before offering expenses)
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$745,462,500
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Yield to Maturity
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2.315%
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Denominations
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$2,000 x $1,000
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CUSIP / ISIN
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7591EPAQ3 / US7591EPAQ39
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Joint Bookrunners
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J.P. Morgan Securities LLC
Barclays Capital
Inc.
Goldman Sachs & Co. LLC
RBC Capital Markets,
LLC
Regions Securities LLC
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Co-Managers
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BofA Securities, Inc.
Academy Securities,
Inc.
Siebert Williams Shank & Co., LLC
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* An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base
their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the Notes should be evaluated independently from similar ratings of other securities. A credit
rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
** It is expected that delivery of the Notes will be made in book-entry form only through the facilities of The Depository Trust Company against payment in
New York, New York on or about the third business day following the date of this Term Sheet. Trades of securities in the secondary market generally are required to settle in two business days, referred to as T+2, unless the parties to a trade agree
otherwise. Accordingly, by virtue of the fact that the initial delivery of the Notes will not be made on a T+2 basis, investors who wish to trade the Notes before a final settlement will be required to specify an alternative settlement cycle at the
time of any such trade to prevent a failed settlement.
The issuer has filed a registration statement (including a prospectus, as supplemented by a
prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the accompanying prospectus in that registration
statement and
other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at (212)
834-4533, Barclays Capital Inc. at (888) 603-5847, Goldman Sachs & Co. LLC at (866) 471-2526, RBC Capital Markets, LLC
at (866) 375-6829 or Regions Securities LLC at (404) 279-7400.
Any
disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email
system.
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