SUBJECT TO
COMPLETION, DATED MAY 20, 2020
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated February 16, 2018)
Comerica Incorporated
Depositary Shares, Each Representing a 1/100th
Interest in a Share of % Fixed-Rate Reset
Non-Cumulative Perpetual Preferred Stock, Series A
We are offering depositary shares, each
representing a 1/100th ownership interest in a share of % Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, without par value, with a liquidation preference of
$100,000 per share (equivalent to $1,000 per depositary share) (the Series A Preferred Stock). The depositary shares are represented by depositary receipts. As a holder of depositary shares, you will be entitled to all proportional
rights and preferences of the Series A Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
We will pay dividends on the Series A Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of
our board of directors. Dividends will accrue on a non-cumulative basis and will be payable quarterly in arrears on the 1st day of January, April, July and
October of each year, commencing on October 1, 2020. Dividends will accrue (i) from the date of original issue to, but excluding, October 1, 2025 at a fixed rate per annum of %, and (ii) from, and
including, October 1, 2025, during each reset period, at a rate per annum equal to the five-year treasury rate as of the most recent reset dividend determination date (as described elsewhere in this prospectus supplement) plus
%. Payment of dividends on the Series A Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement.
Dividends on the Series A Preferred Stock will not be cumulative. If our board of directors or a duly authorized committee of our board of
directors does not declare a dividend on the Series A Preferred Stock in respect of a dividend period, then no dividend will be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date (as defined below),
or be cumulative, and we will have no obligation to pay any dividend for that dividend period to the holder of Series A Preferred Stock, including the depositary, and no related distribution will be made on the depositary shares, whether or not our
board of directors or a duly authorized committee of our board of directors declares a dividend on the Series A Preferred Stock for any future dividend period.
We may redeem the Series A Preferred Stock at our option:
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in whole or in part, from time to time, during any par call period (as defined below) at a redemption price
equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends; or
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in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined
herein), at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends.
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The Series A Preferred Stock will not have any voting rights, except as set forth under Description of the Series A Preferred
StockVoting Rights on page S-24.
Neither the depositary shares nor the Series A
Preferred Stock will be insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. Neither the depositary shares nor the Series A Preferred Stock will be savings accounts, deposits or other obligations
of any bank.
The depositary shares are a new issue of securities with no established trading market. We do not intend to apply for
listing of the depositary shares on any securities exchange or for inclusion of the depositary shares in any automated dealer quotation system.
Investing in
the depositary shares involves risks. See Risk Factors beginning on page S-11.
Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of the
depositary shares or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per Depositary
Share
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Total
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Public offering price(1)
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$
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$
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Underwriting discount
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$
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$
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Proceeds, before expenses
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$
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$
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(1)
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The public offering price does not include dividends, if any, that may be declared. Dividends, if declared,
will accrue from the date of initial issuance, which is expected to be , 2020.
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The underwriters expect to deliver the depositary shares to purchasers in book-entry form through the facilities of The Depository Trust
Company (DTC) and its direct participants, including Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream) on or
about , 2020.
Joint
Book-Running Managers
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J.P. Morgan
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BofA Securities
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Morgan Stanley
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RBC Capital Markets
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Co- Manager
Comerica Securities
The
date of this prospectus supplement is , 2020