Current Report Filing (8-k)
July 24 2019 - 4:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2019
COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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1-10706
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38-1998421
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Comerica Bank Tower
1717 Main Street, MC 6404
Dallas, Texas
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75201
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (214)
462-6831
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Title of each class
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Trading
symbol
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Name of each exchange
on which registered
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Common Stock, $5 par value
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CMA
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Offering of 4.000% Senior Notes Due 2029
On July 18,
2019, Comerica Incorporated (the Company) entered into an underwriting agreement (the Underwriting Agreement) by and among the Company and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets,
LLC, as representatives of the several underwriters named therein, with respect to the public offer and sale of $200,000,000 aggregate principal amount of its 4.000% Senior Notes due 2029 (the Notes). The Notes constitute a further
issuance of, and will be consolidated and form a single series with, the $350,000,000 aggregate principal amount of 4.000% Senior Notes due 2029 issued by the Company on February 1, 2019.
The Underwriting Agreement is attached to this Current Report on Form
8-K
as Exhibit 1.1 and is incorporated into this
Item 8.01 by reference.
The Underwriting Agreement is more fully described in the prospectus supplement, filed with the Securities and Exchange
Commission (the Commission) on July 19, 2019, to the accompanying prospectus filed with the Commission on February 16, 2018, as part of the Companys Registration Statement on Form
S-3ASR
(File
No. 333-223083).
The foregoing description of the
Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 1.1.
This Current Report on Form
8-K
is being filed, in part, for the purpose of filing the document attached as an Exhibit hereto as an exhibit to the Registration Statement, and such exhibit is hereby incorporated by reference into the
Registration Statement.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
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COMERICA INCORPORATED
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By:
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/s/ John D. Buchanan
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Name:
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John D. Buchanan
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Title:
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Executive Vice President-Chief Legal Officer
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Dated: July 24, 2019
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