Regions Financial Corp. (“Regions”) (NYSE:RF) announced today
that it has commenced a cash tender offer to purchase any and all
of its outstanding 2.00% Senior Notes due 2018 (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 Lead Dealer Manager (as defined below) at 2:00 p.m., New York
City time, on August 18, 2016 (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are validly tendered (and not subsequently validly withdrawn) and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 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(1)
Fixed Spread (Basis Points) Hypothetical
Consideration(2) 2.00% Senior Notes due 2018 7591EPAJ9
$750,000,000 0.750% due 7/31/2018 PX1 50
$1,013.24
(1)
The applicable page on Bloomberg from
which the Lead Dealer Manager will quote the bid side price of the
Reference U.S. Treasury Security.
(2)
Per $1,000 principal amount of Notes
validly tendered before the Expiration Time, not validly withdrawn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 2:00 p.m., New York City time, on August 10,
2016, an assumed maturity date of April 15, 2018 (the “Par Call
Date”), and a hypothetical Settlement Date of August 19, 2016. The
actual Reference Yield of the Reference U.S. Treasury Security will
be determined by the Lead Dealer Manager (as defined herein) 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 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”). 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 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 in connection with the tender offer. Mischler
Financial Group, Inc. will also act as Co-Dealer Manager. 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.
Regions’ Investor Relations contact is Dana Nolan at
(205) 264-7040; Regions’ Media contact is Evelyn Mitchell at
(205) 264-4551.
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version on businesswire.com: http://www.businesswire.com/news/home/20160811005532/en/
Regions Financial CorporationMedia:Evelyn Mitchell,
205-264-4551orInvestor Relations:Dana Nolan, 205-264-7040
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