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 3.200%
Senior Notes due 2021 (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 Joint Dealer Managers (as identified below) at
11:00 a.m., New York City time, on December 6, 2019, as described
in the Offer to Purchase, dated December 2, 2019 (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(and not subsequently validly withdrawn) and accepted for purchase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 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
Reference
Yield
Fixed Spread
(Basis Points)
Consideration(1)
3.200% Senior Notes due 2021
7591EPAK6
$1,100,000,000
1.500% due November 30, 2021
PX1
1.609%
20
$1,014.81
(1)
Per $1,000 principal amount of Notes
validly tendered at or prior to 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withdrawn and accepted for purchase.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 11:00 a.m., New York City time, on December 6, 2019, an
assumed maturity date of January 8, 2021 (the “Par Call Date”), and
a Settlement Date of December 9, 2019.
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tendered and not validly withdrawn at or prior to the Expiration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:
- Current and future economic and market conditions in the United
States generally or in the communities we serve, including the
effects of possible declines in property values, increases in
unemployment rates and potential reductions of economic growth,
which may adversely affect our lending and other businesses and our
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 our earnings.
- Possible changes in market interest rates or capital markets
could adversely affect our revenue and expense, the value of assets
and obligations, and the availability and cost of capital and
liquidity.
- Any impairment of our goodwill or other intangibles, any
repricing of assets, or any adjustment of valuation allowances on
our deferred tax assets due to changes in law, adverse changes in
the economic environment, declining operations of the reporting
unit or other factors.
- The effect of changes in tax laws, including the effect of any
future interpretations of or amendments to H.R.1, An Act to Provide
for Reconciliation Pursuant to Titles II and V of the Concurrent
Resolution on the Budget for Fiscal Year 2018, which may impact our
earnings, capital ratios and our ability to return capital to
stockholders.
- Possible changes in the creditworthiness of customers and the
possible impairment of the collectability of loans and leases,
including operating leases.
- Changes in the speed of loan prepayments, loan origination and
sale volumes, charge-offs, loan loss provisions or actual loan
losses where our allowance for loan losses may not be adequate to
cover our 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.
- Loss of customer checking and savings account deposits as
customers pursue other, higher-yield investments, which could
increase our funding costs.
- Possible changes in consumer and business spending and saving
habits and the related effect on our ability to increase assets and
to attract deposits, which could adversely affect our net
income.
- Our ability to effectively compete with other traditional and
non-traditional financial services companies, some of whom possess
greater financial resources than we do or are subject to different
regulatory standards than we are.
- Our inability to develop and gain acceptance from current and
prospective customers for new products and services and the
enhancement of existing products and services to meet customers’
needs and respond to emerging technological trends in a timely
manner could have a negative impact on our revenue.
- Our inability to keep pace with technological changes could
result in losing business to competitors.
- Changes in laws and regulations affecting our businesses,
including 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 us to change certain
business practices, increase compliance risk, reduce our revenue,
impose additional costs on us, or otherwise negatively affect our
businesses.
- Our ability to obtain a regulatory non-objection (as part of
the Comprehensive Capital Analysis and Review process known as
“CCAR” 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
our ability to return capital to stockholders and market
perceptions of us.
- Our 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 of such tests and
requirements.
- Our ability to comply with applicable capital and liquidity
requirements (including, among other things, the Basel III capital
standards and the liquidity coverage ratio rule), including our
ability to generate capital internally or raise capital on
favorable terms, and if we fail to meet requirements, our financial
condition could be negatively impacted.
- The effects of any developments, changes or actions relating to
any litigation or regulatory proceedings brought against us or any
of our subsidiaries.
- 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 we
or any of our subsidiaries are a party, and which may adversely
affect our results.
- Our 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 our business.
- Our ability to execute on our strategic and operational plans,
including our ability to fully realize the financial and
non-financial benefits relating to our strategic initiatives.
- The risks and uncertainties related to our acquisition or
divestiture of businesses.
- The success of our marketing efforts in attracting and
retaining customers.
- Our ability to recruit and retain talented and experienced
personnel to assist in the development, management and operation of
our products and services may be affected by changes in laws and
regulations in effect from time to time.
- Fraud or misconduct by our customers, employees or business
partners.
- Any inaccurate or incomplete information provided to us by our
customers or counterparties.
- Inability of our framework to manage risks associated with our
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 or failure to deliver
our services effectively.
- Dependence on key suppliers or vendors to obtain equipment and
other supplies for our business on acceptable terms.
- The inability of our internal 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 our businesses.
- The effects of man-made and natural disasters, including fires,
floods, droughts, tornadoes, hurricanes, and environmental damage,
which may negatively affect our operations and/or our loan
portfolios and increase our cost of conducting business. The
severity and impact of future earthquakes, fires, hurricanes,
tornadoes, droughts, floods and other weather-related events are
difficult to predict and may be exacerbated by global climate
change.
- Changes in commodity market prices and conditions could
adversely affect the cash flows of our 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.
- Our ability to identify and address cyber-security risks such
as data security breaches, malware, “denial of service” attacks,
“hacking” and identity theft, including account takeovers, a
failure of which could disrupt our business and result in the
disclosure of and/or misuse or misappropriation of confidential or
proprietary information, disruption or damage to our systems,
increased costs, losses, or adverse effects to our reputation.
- Our ability to realize our adjusted efficiency ratio target as
part of our expense management initiatives.
- Possible cessation or market replacement of LIBOR and the
related effect on our LIBOR-based financial products and contracts,
including, but not limited to, hedging products, debt obligations,
investments, and loans.
- Possible downgrades in our credit ratings or outlook could
increase the costs of funding from capital markets.
- The effects of a possible downgrade in the U.S. government’s
sovereign credit rating or outlook, which could result in risks to
us and general economic conditions that we are not able to
predict.
- The effects of problems encountered by other financial
institutions that adversely affect us or the banking industry
generally could require us to change certain business practices,
reduce our revenue, impose additional costs on us, or otherwise
negatively affect our businesses.
- The effects of the failure of any component of our business
infrastructure provided by a third party could disrupt our
businesses, result in the disclosure of and/or misuse of
confidential information or proprietary information, increase our
costs, negatively affect our reputation, and cause losses.
- Our ability to receive dividends from our subsidiaries could
affect our liquidity and ability to pay dividends to
shareholders.
- Changes in accounting policies or procedures as may be required
by the Financial Accounting Standards Board or other regulatory
agencies could materially affect our financial statements and how
we report those results, and expectations and preliminary analyses
relating to how such changes will affect our financial results
could prove incorrect.
- Other risks identified from time to time in reports that we
file with the SEC.
- Fluctuations in the price of our common stock and inability to
complete stock repurchases in the time frame and/or on the terms
anticipated.
- The effects of any damage to our reputation resulting from
developments related to any of the items identified above.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191206005378/en/
Media Contact: Evelyn Mitchell (205) 264-4551 Investor
Relations Contact: Dana Nolan (205) 264-7040
Regions Financial (NYSE:RF)
Historical Stock Chart
From Feb 2024 to Mar 2024
Regions Financial (NYSE:RF)
Historical Stock Chart
From Mar 2023 to Mar 2024