Item 8.01 Other Events.
Offering of 4.000% Senior Notes Due 2029
On
August 1, 2019, Comerica Incorporated (the Company), completed the public offer and sale of $200,000,000 aggregate principal amount of its 4.000% Senior Notes due 2029 (the Notes). The Notes were issued pursuant to an
Indenture dated May 23, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Indenture). The Notes were sold pursuant to an underwriting agreement, dated July 18, 2019, 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. 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 on February 1, 2019.
The Indenture and the
Form of Global Note for the Notes are attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2 respectively, and are incorporated into this Item 8.01 by reference.
The Indenture and the Notes are 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 Registration
Statement).
The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by
reference to Exhibits 4.1 and 4.2.
This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents attached as Exhibits
hereto as exhibits to the Registration Statement in connection with the issuance of the Notes and such exhibits are hereby incorporated by reference into the Registration Statement.