REGIONS FINANCIAL CORPORATION (NYSE:RF) Files An 8-K Other EventsItem 8.01. Other Events.
On August14, 2017, Regions Financial Corporation (the “Company”) issued and sold $1,000,000,000 aggregate principal amount of 2.750% Senior Notes due 2022 (the “Notes”) of the Company. The Notes were sold to an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs& Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley& Co. LLC, RBC Capital Markets, LLC and Regions Securities LLC, as representatives of the several underwriters listed therein (the “Underwriters”), dated August7, 2017. The Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference. The Company received $996,490,000 in proceeds, before offering expenses, from the sale of the Notes.
The Notes were issued to an Indenture, dated as of August8, 2005, as supplemented by the Eighth Supplemental Indenture (the “Eighth Supplemental Indenture”), dated August14, 2017, between the Company and Deutsche Bank Trust Company Americas, as trustee, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference. The form of certificate representing the 2.750% Senior Notes due 2022 is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibits 1.1, 4.1, and 4.2 as exhibits to the Company’s registration statement on Form S-3 (File No.333-209657) (the “Registration Statement”) and such exhibits are incorporated herein by reference into the Registration Statement.
A copy of the opinions of Sullivan& Cromwell LLP, counsel to the Company, are attached as Exhibit 5.1 and Exhibit 8.1 to this Current Report on Form 8-K. Exhibits 5.1, 8.1, 23.1 and 23.2 of this Current Report on Form 8-K are incorporated herein by reference into the Registration Statement.
Item 8.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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| 1.1 | Underwriting Agreement, dated August7, 2017, by and among Goldman, Sachs& Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley& Co. LLC, RBC Capital Markets, LLC and Regions Securities LLC, as representatives of the several underwriters listed therein. |
| 4.1 | Eighth Supplemental Indenture, dated August14, 2017, between Regions Financial Corporation and Deutsche Bank Trust Company Americas, as trustee. |
| 4.2 | Form of 2.750% Senior Notes due 2022 (included in Exhibit 4.1). |
| 5.1 | Opinion of Sullivan& Cromwell LLP. |
| 8.1 | Opinion of Sullivan& Cromwell LLP. |
| 23.1 | Consent of Sullivan& Cromwell LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Sullivan& Cromwell LLP (included in Exhibit 8.1). |
REGIONS FINANCIAL CORP ExhibitEX-1.1 2 d426250dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT REGIONS FINANCIAL CORPORATION $1,…To view the full exhibit click here
About REGIONS FINANCIAL CORPORATION (NYSE:RF)
Regions Financial Corporation is a financial holding company. The Company conducts its banking operations through Regions Bank, an Alabama state-chartered commercial bank, which is a member of the Federal Reserve System. It operates in three segments: Corporate Bank, which represents its commercial banking functions, including commercial and industrial, commercial real estate and investor real estate lending; Consumer Bank, which represents its branch network, including consumer banking products and services related to residential first mortgages, home equity lines and loans, small business loans, indirect loans, consumer credit cards and other consumer loans, as well as the corresponding deposit relationships, and Wealth Management, which offers individuals, businesses, governmental institutions and non-profit entities a range of solutions to enable transfer of wealth. It provides traditional commercial, retail and mortgage banking services, as well as other financial services.
