01—Abstract
Summary
Summary of the 8-K filed June 6, 2024. Cited figures are marked; the original filing is the authoritative source.
Regions Financial Corporation issued and sold $750,000,000a aggregate principal amount of 5.722% Fixed Rate / Floating Rate Senior Notes due 2030 (the "2030 Notes") on June 6, 2024, under an underwriting agreement dated June 3, 2024 with RBC Capital Markets, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Regions Securities LLC, as representatives of the several underwriters.
The Company received $747,750,000b in proceeds before offering expenses. The 2030 Notes were issued under the Indenture dated as of August 8, 2005, as supplemented by the Thirteenth Supplemental Indenture dated June 6, 2024, between the Company and Deutsche Bank Trust Company Americas, as trustee. The filing states that it is being made to file Exhibits 1.1, 4.1, and 4.2 as exhibits to the Company's Form S-3 registration statement (File No. 333-262964), and that those exhibits are incorporated into that registration statement by reference.
The filing also includes legal opinions of Sullivan & Cromwell LLP, counsel to the Company, as Exhibits 5.1 and 8.1, with related consents as Exhibits 23.1 and 23.2. The filing does not describe the notes' interest terms beyond the fixed/floating rate designation and coupon label, nor the use of proceeds.
02—Key points
Key Highlights
- Issued $750,000,000 aggregate principal amount of 5.722% Fixed Rate / Floating Rate Senior Notes due 2030 on June 6, 2024.
- Company received $747,750,000 in proceeds, before offering expenses.
- Notes sold under an underwriting agreement dated June 3, 2024, with RBC Capital Markets, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Regions Securities LLC as representatives.
- Issued under the Indenture dated August 8, 2005, as supplemented by the Thirteenth Supplemental Indenture dated June 6, 2024, with Deutsche Bank Trust Company Americas as trustee.
- Filing made to file the underwriting agreement, supplemental indenture, and form of note as exhibits to Form S-3 registration statement (File No. 333-262964).
- Sullivan & Cromwell LLP, counsel to the Company, provided opinions filed as Exhibits 5.1 and 8.1.
03—Questions
Frequently Asked Questions
How much debt did Regions Financial issue, and what were the net proceeds?
Regions issued $750,000,000 aggregate principal amount of 5.722% Fixed Rate / Floating Rate Senior Notes due 2030. The Company received $747,750,000 in proceeds, before offering expenses.
Under what agreements and indenture were the 2030 Notes issued?
The notes were sold under an underwriting agreement dated June 3, 2024, with RBC Capital Markets, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Regions Securities LLC as representatives of the underwriters. They were issued under the Indenture dated August 8, 2005, as supplemented by the Thirteenth Supplemental Indenture dated June 6, 2024, with Deutsche Bank Trust Company Americas as trustee.
Why was this 8-K filed?
The filing states that it was made for the purpose of filing Exhibits 1.1, 4.1, and 4.2 as exhibits to the Company's Form S-3 registration statement (File No. 333-262964), and those exhibits are incorporated into that registration statement by reference.
Who provided the legal opinions related to the offering?
Sullivan & Cromwell LLP, counsel to the Company, provided opinions filed as Exhibits 5.1 and 8.1, with consents filed as Exhibits 23.1 and 23.2.
04—Continue