Regions Financial (NYSE:RF)
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From May 2019 to May 2024
Regions Financial Corp. (“Regions”) (NYSE: RF) today announced the
Reference Yield and Consideration for the previously announced cash
tender offer to purchase any and all of its outstanding 2.00% Senior
Notes due 2018 (the “Notes”).
The table below sets forth the Reference Yield and Consideration for the
Notes. The Reference Yield is based on the bid side price of the
Reference U.S. Treasury Security listed in the table below as calculated
by the Lead Dealer Manager (as defined herein) at 2:00 p.m., New York
City time, on August 18, 2016, as described in the Offer to Purchase,
dated August 11, 2016 (the “Offer to Purchase”), and the related Letter
of Transmittal and Notice of Guaranteed Delivery. Holders of Notes that
are validly tendered (and not subsequently validly withdrawn) and
accepted for purchase will receive the Consideration. In order to be
eligible to receive the Consideration, holders of Notes must validly
tender their Notes at or before the Expiration Time (as defined below).
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
Reference U.S.
Treasury
Security
Bloomberg
Reference
Page
Reference
Yield
Fixed Spread
(Basis Points)
Consideration(1)
2.00% Senior Notes
due 2018
7591EPAJ9
$750,000,000
0.750% due
7/31/2018
PX1
0.710%
50
$1,012.91
(1)
Per $1,000 principal amount of Notes validly tendered before the
Expiration Time, not validly withdrawn and accepted for purchase.
Consideration is based on the Reference Yield of the Reference
U.S. Treasury Security set forth above as of 2:00 p.m., New York
City time, on August 18, 2016, an assumed maturity date of April
15, 2018 (the “Par Call Date”), and a Settlement Date of August
19, 2016.
The tender offer will expire at 5:00 p.m., New York City time, on August
18, 2016, unless extended or earlier terminated (the “Expiration Time”).
Holders who have validly tendered their Notes may withdraw such Notes at
any time at or before the Expiration Time. Regions expects to pay the
Consideration for Notes validly tendered and not validly withdrawn
before the Expiration Time on August 19, 2016, the first business day
following the Expiration Time (the “Settlement Date”) and 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 prior to the Expiration Time) on
August 23, 2016, the third business day following the Expiration Time.
For the avoidance of doubt, we will not pay accrued interest for any
periods following the Settlement Date in respect of any Notes accepted
in the tender offer. The tender offer is conditioned upon satisfaction
of certain conditions, but is not conditioned upon any minimum amount of
Notes being tendered.
The complete terms and conditions of the tender offer are set forth in
the Offer to Purchase, dated August 11, 2016 (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 offer. Regions has retained Deutsche Bank
Securities Inc. to act as Lead Dealer Manager and Mischler Financial
Group, Inc. to act as Co-Dealer Manager in connection with the tender
offer. 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 offer, by phone at (212) 430-3774 (banks and brokers) or
(866) 470-4200 (all others) or online at http://www.gbsc-usa.com/Regions/.
Questions regarding the tender offer may also be directed to the Lead
Dealer Manager as set forth below:
Deutsche Bank Securities
60 Wall Street
New York, New York 10005
ATTN: Liability Management Group
Toll Free: (866) 627-0391
Collect: (212) 250-2955
This news release is neither an offer to purchase nor a solicitation of
an offer to sell any securities. The tender offer is 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
offer is 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 offer to be made by a licensed broker or dealer,
the tender offer will be made by the Lead Dealer Manager and the
Co-Dealer Manager on behalf of Regions. None of Regions, the Tender and
Information Agent, the Lead Dealer Manager, the Co-Dealer Manager or the
Trustee 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
offer.
About Regions Financial Corporation
Regions Financial Corporation (NYSE:RF), with $126 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, mortgage, and insurance products and services. Regions
serves customers across the South, Midwest and Texas, and through its
subsidiary, Regions Bank, operates approximately 1,600 banking offices
and 2,000 ATMs. Additional information about Regions 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, which reflect Regions’
current views with respect to future events and financial performance.
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 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, uncertainties and other factors that
may cause actual results to differ materially from the views, beliefs
and projections expressed in such statements. These risks, uncertainties
and other factors include, but are not limited to, those described below:
-
Current and future economic and market conditions in the United States
generally or in the communities Regions serves, including the effects
of declines in property values, unemployment rates and potential
reductions of economic growth, which may adversely affect Regions’
lending and other businesses and Regions’ financial results and
conditions.
-
Possible changes in trade, monetary and fiscal policies of, and other
activities undertaken by, governments, agencies, central banks and
similar organizations, which could have a material adverse effect on
Regions’ earnings.
-
The effects of a possible downgrade in the U.S. government’s sovereign
credit rating or outlook, which could result in risks to Regions and
general economic conditions that Regions is not able to predict.
-
Possible changes in market interest rates or capital markets could
adversely affect Regions’ revenue and expenses, the value of assets
and obligations, and the availability and cost of capital and
liquidity.
-
Any impairment of Regions’ goodwill or other intangibles, or any
adjustment of valuation allowances on Regions’ deferred tax assets due
to adverse changes in the economic environment, declining operations
of the reporting unit, or other factors.
-
Possible changes in the creditworthiness of customers and the possible
impairment of the collectability of loans.
-
Changes in the speed of loan prepayments, loan origination and sale
volumes, charge-offs, loan loss provisions or actual loan losses where
Regions’ allowance for loan losses may not be adequate to cover its
eventual losses.
-
Possible acceleration of prepayments on mortgage-backed securities due
to low interest rates, and the related acceleration of premium
amortization on those securities.
-
Regions’ inability to effectively compete with other financial
services companies, some of whom possess greater financial resources
than Regions does and are subject to different regulatory standards
than Regions is.
-
Loss of customer checking and savings account deposits as customers
pursue other, higher-yield investments, which could increase Regions’
funding costs.
-
Regions’ inability to develop and gain acceptance from current and
prospective customers for new products and services in a timely manner
could have a negative impact on its revenue.
-
The effects of any developments, changes or actions relating to any
litigation or regulatory proceedings brought against Regions or any of
its subsidiaries.
-
Changes in laws and regulations affecting Regions’ businesses, such as
the Dodd-Frank Act and other legislation and regulations relating to
bank products and services, as well as changes in the enforcement and
interpretation of such laws and regulations by applicable governmental
and self-regulatory agencies, which could require Regions to change
certain business practices, increase compliance risk, reduce its
revenue, impose additional costs on Regions, or otherwise negatively
affect Regions’ businesses.
-
Regions’ ability to obtain a regulatory non-objection (as part of the
comprehensive capital analysis and review (“CCAR”) process or
otherwise) to take certain capital actions, including paying dividends
and any plans to increase common stock dividends, repurchase common
stock under current or future programs, or redeem preferred stock or
other regulatory capital instruments, may impact Regions’ ability to
return capital to stockholders and market perceptions of Regions.
-
Regions’ ability to comply with stress testing and capital planning
requirements (as part of the CCAR process or otherwise) may continue
to require a significant investment of our managerial resources due to
the importance and intensity of such tests and requirements.
-
Regions’ ability to comply with applicable capital and liquidity
requirements (including, among other things, the Basel III capital
standards and the LCR rule), including Regions’ ability to generate
capital internally or raise capital on favorable terms, and if Regions
fails to meet requirements, its financial condition could be
negatively impacted.
-
The Basel III framework calls for additional risk-based capital
surcharges for globally systematically important banks. Although
Regions is not subject to such surcharges, it is possible that in the
future Regions may become subject to similar surcharges.
-
The costs, including possibly incurring fines, penalties, or other
negative effects (including reputational harm) of any adverse
judicial, administrative, or arbitral rulings or proceedings,
regulatory enforcement actions, or other legal actions to which
Regions or any of its subsidiaries is a party, and which may adversely
affect Regions’ results.
-
Regions’ ability to manage fluctuations in the value of assets and
liabilities and off-balance sheet exposure so as to maintain
sufficient capital and liquidity to support its business.
-
Regions’ ability to execute on its strategic and operational plans,
including Regions’ ability to fully realize the financial and
non-financial benefits relating to its strategic initiatives.
-
The success of Regions’ marketing efforts in attracting and retaining
customers.
-
Possible changes in consumer and business spending and saving habits
and the related effect on Regions’ ability to increase assets and to
attract deposits, which could adversely affect Regions’ net income.
-
Regions’ ability to recruit and retain talented and experienced
personnel to assist in the development, management and operation of
its products and services may be affected by changes in laws and
regulations in effect from time to time.
-
Fraud or misconduct by Regions’ customers, employees or business
partners.
-
Any inaccurate or incomplete information provided to Regions by its
customers or counterparties.
-
The risks and uncertainties related to Regions’ acquisition and
integration of other companies.
-
Inability of Regions’ framework to manage risks associated with its
business such as credit risk and operational risk, including
third-party vendors and other service providers, which could, among
other things, result in a breach of operating or security systems as a
result of a cyber attack or similar act.
-
The inability of Regions’ internal disclosure controls and procedures
to prevent, detect or mitigate any material errors or fraudulent acts.
-
The effects of geopolitical instability, including wars, conflicts and
terrorist attacks and the potential impact, directly or indirectly on
Regions’ businesses.
-
The effects of man-made and natural disasters, including fires,
floods, droughts, tornadoes, hurricanes and environmental damage,
which may negatively affect Regions’ operations and/or its loan
portfolios and increase its cost of conducting business.
-
Changes in commodity market prices and conditions could adversely
affect the cash flows of Regions’ borrowers operating in industries
that are impacted by changes in commodity prices (including businesses
indirectly impacted by commodities prices such as businesses that
transport commodities or manufacture equipment used in the production
of commodities), which could impair their ability to service any loans
outstanding to them and/or reduce demand for loans in those industries.
-
Regions’ inability to keep pace with technological changes could
result in losing business to competitors.
-
Regions’ ability to identify and address cyber-security risks such as
data security breaches, “denial of service” attacks, “hacking” and
identity theft, a failure of which could disrupt Regions’ business and
result in the disclosure of and/or misuse or misappropriation of
confidential or proprietary information; increased costs; losses; or
adverse effects to Regions’ reputation.
-
Regions’ ability to realize its efficiency ratio target as part of its
expense management initiatives.
-
Significant disruption of, or loss of public confidence in, the
Internet and services and devices used to access the Internet could
affect the ability of Regions’ customers to access their accounts and
conduct banking transactions.
-
Possible downgrades in Regions’ credit ratings or outlook could
increase the costs of funding from capital markets.
-
The effects of problems encountered by other financial institutions
that adversely affect Regions or the banking industry generally could
require Regions to change certain business practices, reduce its
revenue, impose additional costs on Regions, or otherwise negatively
affect Regions’ businesses.
-
The effects of the failure of any component of Regions’ business
infrastructure provided by a third party could disrupt its businesses;
result in the disclosure and/or misuse of confidential information or
proprietary information; increase its costs; negatively affect its
reputation; and cause losses.
-
Regions’ ability to receive dividends from its subsidiaries could
affect its liquidity and ability to pay dividends to stockholders.
-
Changes in accounting policies or procedures as may be required by the
Financial Accounting Standards Board or other regulatory agencies
could materially affect how Regions reports its financial results.
-
Other risks identified from time to time in reports that we file with
the SEC.
-
The effects of any damage to Regions’ reputation resulting from
developments related to any of the items identified above.
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” of Regions’ Annual Report on Form 10-K for the year ended
December 31, 2015, as filed with the Securities and Exchange Commission.
The words “anticipates,” “intends,” “plans,” “seeks,” “believes,”
“estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,”
“will,” “may,” “could,” “should,” “can,” and similar expressions often
signify forward-looking statements. You should not place undue reliance
on any forward-looking statements, which speak only as of the date made.
We assume no obligation to update or revise any forward-looking
statements that are made from time to time.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160818006160/en/
Regions Financial Corp.Media:Evelyn Mitchell,
205-264-4551orInvestor Relations:Dana Nolan,
205-264-7040