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Regions Financial Corporation Commences Offer to Purchase Certain of Its Outstanding Senior Debt Securities

December 2, 2019

BIRMINGHAM, Ala.--(BUSINESS WIRE)--Dec 2, 2019--

Regions Financial Corp. (“Regions”) (NYSE:RF) announced today that it has commenced a cash tender offer to purchase any and all of its outstanding 3.200% Senior Notes due 2021 (the “Notes”).

The purchase price for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the tender offer (the “Consideration”) will be determined by reference to the fixed spread specified below (the “Fixed Spread”) over the yield (the “Reference Yield”) based on the bid side price of the Reference U.S. Treasury Security specified below as calculated by the Joint Dealer Managers (as defined below) at 11:00 a.m., New York City time, on December 6, 2019 (such time and date, as the same may be extended, the “Price Determination Date”). Holders of Notes that are validly tendered (and not subsequently validly withdrawn) and accepted for purchase will receive the Consideration.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 prior to 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 (1)

Fixed Spread
(Basis Points)

Hypothetical
Consideration (2)

3.200% Senior Notes due 2021

7591EPAK6

$1,100,000,000

1.500% due
November 30,
2021

PX1

20

$1,014.69

(1)

The applicable page on Bloomberg from which the Joint Dealer Managers will quote the bid side price of the Reference U.S. Treasury Security.

(2)

Per $1,000 principal amount of Notes validly tendered at or prior to the Expiration Time, not validly withdrawn and accepted for purchase. Hypothetical Consideration is based on the Reference Yield of the Reference U.S. Treasury Security set forth above as of 11:00 a.m., New York City time, on November 27, 2019, an assumed maturity date of January 8, 2021 (the “Par Call Date”), and a hypothetical Settlement Date of December 9, 2019. The actual Reference Yield of the Reference U.S. Treasury Security will be determined by the Joint Dealer Managers based on certain quotes available at the Price Determination Date.

 

The tender offer will expire at 5:00 p.m., New York City time, on December 6, 2019, 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. Regions expects to pay the Consideration for Notes validly tendered and not validly withdrawn at or prior to the Expiration Time on December 9, 2019, the first business day following the Expiration Time (the “Settlement Date”). Regions 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 December 11, 2019, the third business day following the Expiration Time. For the avoidance of doubt, Regions 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 December 2, 2019 (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., Barclays Capital, Inc., Goldman Sachs & Co. LLC and Regions Securities LLC to act as Joint Dealer Managers 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) 924-2200 (all others) or online at https://gbsc-usa.com/registration/regions/. Questions regarding the tender offer may also be directed to the Joint Dealer Managers 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

Barclays Capital, Inc.
745 Seventh Avenue
New York, New York 10019
ATTN: Liability Management Team
Toll Free: (800) 438-3242
Collect: (212) 528 -7581

Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
ATTN: Liability Management Group
Toll Free: (800) 828-3182
Collect: (212) 357-1452

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 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 Joint Dealer Managers on behalf of Regions. None of Regions, the Tender and Information Agent, the Joint Dealer Managers, 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 $128.1 billion in assets as of September 30, 2019, 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 1,425 total branch outlets as of September 30, 2019. 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. 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’ Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC.

Regions’ Investor Relations contact is Dana Nolan at (205) 264-7040; Regions’ Media contact is Evelyn Mitchell at (205) 264-4551.

SC1:5093717.7

View source version on businesswire.com:https://www.businesswire.com/news/home/20191202005601/en/

CONTACT: Media Contact:

Evelyn Mitchell

(205) 264-4551Investor Relations Contact:

Dana Nolan

(205) 264-7040

KEYWORD: UNITED STATES NORTH AMERICA ALABAMA

INDUSTRY KEYWORD: BANKING PROFESSIONAL SERVICES

SOURCE: Regions Financial Corp.

Copyright Business Wire 2019.

PUB: 12/02/2019 09:40 AM/DISC: 12/02/2019 09:40 AM

http://www.businesswire.com/news/home/20191202005601/en