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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Regions Financial Corporation | NYSE:RF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.055 | -0.28% | 19.515 | 19.81 | 19.39 | 19.79 | 1,995,769 | 18:33:51 |
Regions Bank (the “Bank”) today announced that it has commenced cash tender offers to purchase any and all of its outstanding 2.750% Senior Bank Notes due April 2021 (the “Fixed Rate Notes”) and Senior Floating Rate Bank Notes due April 2021 (together with the Fixed Rate Notes, the “Notes”).
The purchase price for each $1,000 principal amount of each Note validly tendered and accepted for purchase pursuant to the tender offers (the “Consideration”) is set forth in the below table. All holders whose Notes are accepted for purchase will also receive accrued and unpaid interest on the purchased Notes from the last interest payment date for such Notes up to, but excluding, the Settlement Date (as defined below).
Title of Security
CUSIP
Aggregate Principal Amount Outstanding
Interest Rate
Maturity
Consideration(1)
2.750% Senior Bank Notes due 2021
759187CB1
$550,000,000
2.750%
April 1, 2021
$1,016.25
Senior Floating Rate Bank Notes due 2021
759187CC9
$350,000,000
3-month USD LIBOR + 0.38%
April 1, 2021
$1,000.50
(1)
Per $1,000 principal amount of Notes validly tendered before the Expiration Time, not validly withdrawn and accepted for purchase. In addition to the Consideration, Holders will also receive accrued and unpaid interest on the Notes from the last interest payment date up to, but excluding, the Settlement Date (as defined herein).
The tender offers will expire at 5:00 p.m., New York City time, on May 20, 2020, unless extended or earlier terminated (the “Expiration Time”). Holders who have validly tendered their Notes may withdraw such Notes at any time at or prior to the Expiration Time. The Bank expects to pay the Consideration for Notes validly tendered and not validly withdrawn at or prior to the Expiration Time on May 21, 2020, the first business day following the Expiration Time (the “Settlement Date”). The Bank expects to pay the Consideration for Notes, if any, validly tendered pursuant to the guaranteed delivery procedures and accepted for payment (to the extent that such Notes are not delivered at or prior to the Expiration Time) on May 26, 2020, the third business day following the Expiration Time. For the avoidance of doubt, the Bank will not pay accrued interest for any periods following the Settlement Date in respect of any Notes accepted in the tender offers. The tender offers are conditioned upon satisfaction of certain conditions, but are not conditioned upon any minimum amount of Notes being tendered.
The complete terms and conditions of the tender offers are set forth in the Offer to Purchase, dated May 14, 2020 (the “Offer to Purchase”) and in the related Letter of Transmittal and Notice of Guaranteed Delivery, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the tender offers. The Bank has retained J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Regions Securities LLC, an affiliate of the Bank, to act as Joint Dealer Managers in connection with the tender offers. Copies of the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery may be obtained from Global Bondholder Services Corporation, the Tender and Information Agent for the tender offers, by phone at (212) 430-3774 (banks and brokers) or (866) 924-2200 (all others) or online at https://gbsc-usa.com/Regions. Questions regarding the tender offers may also be directed to the Joint Dealer Managers as set forth below:
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attn: Liability Management Group
Toll Free: +1 (866) 834-4666
Collect: +1 (212) 834-8553
Credit Suisse Securities (USA) LLC
11 Madison Avenue
New York, New York 10010
Attn: Liability Management Group
U.S. Toll Free: +1 (800) 820-1653
Collect: +1 (212) 325-6340
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Attention: Liability Management Group
Toll-Free: (866) 627-0391
Collect: (212) 250-2955
Regions Securities LLC
1180 West Peachtree Street NW, Suite 1400
Atlanta, Georgia 30309
ATTN: Debt Capital Markets
Toll Free: (800) 734-4667
Collect: (704) 940-5066
This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The tender offers are being made only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery. The tender offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the tender offers to be made by a licensed broker or dealer, the tender offers will be made by the Joint Dealer Managers on behalf of the Bank. None of the Bank, the Tender and Information Agent, the Joint Dealer Managers or the Fiscal and Paying Agent with respect to the Notes, nor any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offers.
About Regions Financial
Regions Financial Corporation (NYSE:RF), with $133 billion in assets, is a member of the S&P 500 Index and is one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, and mortgage products and services. Regions Financial serves customers across the South, Midwest and Texas, and through its subsidiary, the Bank, operates 1,427 banking offices and approximately 2,000 ATMs. The Bank is an Equal Housing Lender and Member FDIC. Additional information about Regions Financial and its full line of products and services can be found at www.regions.com.
Forward-looking statements
This release may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The words future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “predicts,” “potential,” “objectives,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “would,” “will,” “may,” “might,” “could,” “should,” “can,” and similar terms and expressions often signify forward-looking statements. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. Forward-looking statements are based on management’s current expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, and because they also relate to the future they are likewise subject to inherent uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. Therefore, we caution you against relying on any of these forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, those described below:
You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible to predict all of them. We assume no obligation and do not intend to update or revise any forward-looking statements that are made from time to time, either as a result of future developments, new information or otherwise, except as may be required by law.
The foregoing list of factors is not exhaustive. For discussion of these and other factors that may cause actual results to differ from expectations, look under the captions “Forward Looking Statements” and “Risk Factors” in Regions Financial’s Annual Report on Form 10-K for the year ended December 31, 2019, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 as filed with the SEC.
Regions Financial’s Investor Relations contact is Dana Nolan at (205) 264-7040; Regions Financial’s Media contact is Evelyn Mitchell at (205) 264-4551.
View source version on businesswire.com: https://www.businesswire.com/news/home/20200514005523/en/
Media Contact: Evelyn Mitchell (205) 264-4551
Investor Relations Contact: Dana Nolan (205) 264-7040
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