Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
April 27 2021 - 4:56PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-229810
16,000,000 DEPOSITARY SHARES EACH REPRESENTING A 1/40TH INTEREST IN A SHARE OF
4.45% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E
Pricing Term Sheet
This pricing term
sheet supplements the information set forth under Description of the Series E Preferred Stock in the preliminary prospectus supplement, dated April 27, 2021 (the Preliminary Prospectus Supplement) to the prospectus dated
February 22, 2019.
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Issuer:
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Regions Financial Corporation
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Security:
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Depositary shares (the Depositary Shares) each representing a 1/40th interest in a share of 4.45% Non-Cumulative Perpetual
Preferred Stock, Series E, of the Issuer (the Preferred Stock)
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Expected Security Ratings (Moodys/S&P/Fitch):*
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Ba1 / BB+ / BB (Stable/Stable/Stable)
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Size:
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$400,000,000 / 16,000,000 Depositary Shares
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Over-allotment Option:
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No over-allotment option applies to this offering.
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Liquidation Preference:
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$25 per Depositary Share (equivalent to $1,000 per share of Preferred Stock)
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Term:
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Perpetual
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Dividend Rate (Non-Cumulative):
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From the date of issuance at a rate of 4.45% per annum, payable quarterly in arrears
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Dividend Payment Dates:
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Quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2021
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Day Count:
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30/360
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Trade Date:
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April 27, 2021
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Settlement Date:
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May 4, 2021 (T+5)**
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Optional Redemption:
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The Issuer may redeem the Preferred Stock, at its option, at a price equal to $1,000 per share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends (without regard to any undeclared dividends) to but
excluding the redemption date, (i) in whole or in part, from time to time, on any dividend payment date on or after June 15, 2026 or (ii) in whole, but not in part, at any time following a regulatory capital treatment event (as
defined in the Preliminary Prospectus Supplement).
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Listing:
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Application will be made to list the Depositary Shares on the New York Stock Exchange (the NYSE) under the symbol RFPrE. If approved for listing, trading of the Depositary Shares on the NYSE is expected to
commence within the 30-day period after the original issuance date of the Depositary Shares
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Public Offering Price:
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$25 per Depositary Share
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Underwriting Discounts and Commissions:
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$9,461,000, reflecting 5,840,000 Depositary Shares sold to institutional investors, for which the underwriters received an underwriting discount of $0.2500 per Depositary Share, and 10,160,000 Depositary Shares sold to retail
investors, for which the underwriters received an underwriting discount of $0.7875 per Depositary Share
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Net Proceeds to Issuer (after underwriting discounts and commissions, before offering expenses):
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$390,539,000
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Joint Book-Running Managers:
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Morgan Stanley & Co. LLC
BofA
Securities, Inc.
Goldman Sachs & Co. LLC
J.P. Morgan
Securities LLC
RBC Capital Markets, LLC
Regions Securities
LLC
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Co-Managers:
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Credit Suisse Securities (USA) LLC
Academy
Securities, Inc.
Blaylock Van, LLC
MFR Securities, Inc.
R. Seelaus & Co., LLC
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CUSIP/ISIN for the Depositary Shares:
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7591EP 886/ US7591EP8869
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An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating
agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the Depositary Shares should be evaluated independently from similar ratings of
other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
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It is expected that delivery of the Depositary Shares will be made in book-entry form only through the
facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., against payment in New York, New York on or about the fifth business
day following the Trade Date. Trades of securities in the secondary market generally are required to settle in two business days, referred to as T+2, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial
delivery of the Depositary Shares will not be made on a T+2 basis, investors who wish to trade the Depositary Shares before the second business day prior to the Settlement Date will be required to specify an alternative settlement cycle at the time
of any such trade to prevent a failed settlement.
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The Depositary Shares are not deposits or obligations of a bank and are not
insured or guaranteed by the Federal Deposit Insurance Corporation or by any other government agency or instrumentality.
The Issuer has filed a
registration statement (including a prospectus, as supplemented by a preliminary prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read
each of these documents and the other documents the Issuer has filed with the SEC and incorporated by reference in such documents for more complete information about the Issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, you may obtain a copy of these documents by calling Morgan Stanley & Co. LLC at (866) 718-1649, BofA Securities, Inc. at (800) 294-1322, Goldman Sachs & Co. LLC at (866) 471-2526, J.P. Morgan Securities LLC collect at (212) 834-4533, RBC Capital
Markets, LLC at (866) 375-6829 or Regions Securities LLC at (404) 279-7400.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was
automatically generated as a result of this communication being sent by Bloomberg or another email system.
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