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Regions Financial 8-K Report, Corporate Update (Sep 6, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed September 6, 2024
Period End
September 6, 2024
In the record · 2016–202610-K1210-Q328-K207

RF filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 207 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Aug ’18Aug ’18
  2. Leadership change8-K · Jun ’22Jun ’22
  3. Leadership change8-K · Aug ’26Aug ’26

01—Abstract

Summary

Summary of the 8-K filed September 6, 2024. Cited figures are marked; the original filing is the authoritative source.

Regions Financial Corporation issued and sold $1,000,000,000a aggregate principal amount of 5.502% Fixed Rate / Floating Rate Senior Notes due 2035 (the "2035 Notes") on September 6, 2024.

The notes were sold under an underwriting agreement dated September 3, 2024, with Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, and Regions Securities LLC acting as representatives of the several underwriters. The company received $996,000,000b in proceeds before offering expenses. The 2035 Notes were issued under the Indenture dated August 8, 2005, as supplemented by the Fourteenth Supplemental Indenture dated September 6, 2024, between the company and Deutsche Bank Trust Company Americas, as trustee.

This filing was made to file the underwriting agreement, supplemental indenture, and form of note certificate as exhibits to the company's Form S-3 registration statement (File No. 333-262964), and to file legal opinions from Sullivan & Cromwell LLP. For investors, this is a debt issuance filing rather than an earnings or operational update. It documents a $1.0 billionc senior note offering with a 2035 maturity and a fixed-to-floating rate structure, and the filing itself does not discuss the use of proceeds or the company's financial results.

02—Key points

Key Highlights

  1. Issued $1,000,000,000 aggregate principal amount of 5.502% Fixed Rate / Floating Rate Senior Notes due 2035 on September 6, 2024
  2. Received $996,000,000 in proceeds before offering expenses
  3. Underwriting agreement dated September 3, 2024, with Barclays, Citigroup, Deutsche Bank Securities, UBS Securities, and Regions Securities LLC as representatives
  4. Notes issued under the 2005 Indenture as supplemented by the Fourteenth Supplemental Indenture with Deutsche Bank Trust Company Americas, as trustee
  5. Filing made to incorporate exhibits into Form S-3 registration statement (File No. 333-262964)
  6. Sullivan & Cromwell LLP provided legal opinions (Exhibits 5.1 and 8.1) and consents

03—Questions

Frequently Asked Questions

  1. What securities did Regions Financial issue?

    The company issued $1,000,000,000 aggregate principal amount of 5.502% Fixed Rate / Floating Rate Senior Notes due 2035 on September 6, 2024.

  2. How much did Regions receive from the offering?

    The company received $996,000,000 in proceeds, before offering expenses, from the sale of the 2035 Notes.

  3. Who underwrote the notes?

    The notes were sold under an underwriting agreement dated September 3, 2024, with Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, and Regions Securities LLC as representatives of the several underwriters.

  4. Under what legal framework were the notes issued?

    The notes were issued under the Indenture dated August 8, 2005, as supplemented by the Fourteenth Supplemental Indenture dated September 6, 2024, between Regions and Deutsche Bank Trust Company Americas, as trustee.

  5. Why was this 8-K filed?

    The filing was made to file the underwriting agreement, the supplemental indenture, and the form of note certificate as exhibits to the company's Form S-3 registration statement (File No. 333-262964), with the exhibits incorporated into that registration statement by reference.

04—Continue

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