REGIONS FINANCIAL CORP false 0001281761 0001281761 2020-05-18 2020-05-18 0001281761 us-gaap:CommonStockMember 2020-05-18 2020-05-18 0001281761 us-gaap:SeriesAPreferredStockMember 2020-05-18 2020-05-18 0001281761 us-gaap:SeriesBPreferredStockMember 2020-05-18 2020-05-18 0001281761 us-gaap:SeriesCPreferredStockMember 2020-05-18 2020-05-18

 

 

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 18, 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 18, 2020, Regions Financial Corporation (the “Company”) issued and sold $750,000,000 aggregate principal amount of 2.250% Senior Notes due 2025 (the “Notes”) of the Company. The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Regions Securities LLC, as representatives of the several underwriters listed therein (the “Underwriters”), dated May 13, 2020. The Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference. The Company received $745,462,500 in proceeds, before offering expenses, from the sale of the Notes.

The Notes were issued pursuant to an Indenture, dated as of August 8, 2005, as supplemented by the Eleventh Supplemental Indenture (the “Eleventh Supplemental Indenture”), dated May 18, 2020, between the Company and Deutsche Bank Trust Company Americas, as trustee, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference. The form of certificate representing the 2.250% Senior Notes due 2025 is filed as Exhibit 4.2 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 Exhibits 1.1, 4.1, and 4.2 as exhibits to the Company’s registration statement on Form S-3 (File No. 333-229810) (the “Registration Statement”) and such exhibits are incorporated herein by reference into the Registration Statement.

A copy of the opinions of Sullivan & Cromwell LLP, counsel to the Company, are attached as Exhibit 5.1 and Exhibit 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 incorporated herein by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

   

         
 

  1.1

   

Underwriting Agreement, dated May 13, 2020, by and among J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Regions Securities LLC, as representatives of the several underwriters listed therein.

         
 

  4.1

   

Eleventh Supplemental Indenture, dated May 18, 2020, between Regions Financial Corporation and Deutsche Bank Trust Company Americas, as trustee.

         
 

  4.2

   

Form of 2.250% Senior Notes due 2025 (included in Exhibit 4.1).

         
 

  5.1

   

Opinion of Sullivan & Cromwell LLP.

         
 

  8.1

   

Opinion of Sullivan & Cromwell LLP.

         
 

23.1

   

Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

         
 

23.2

   

Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1).

         
 

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 18, 2020

Regions Financial (NYSE:RF)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Regions Financial Charts.
Regions Financial (NYSE:RF)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Regions Financial Charts.