UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events |
On June 6, 2024, the Company issued and sold $750,000,000 aggregate principal amount of 5.722% Fixed Rate / Floating Rate Senior Notes due 2030 (the “2030 Notes”) of the Company. The 2030 Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Regions Securities LLC, as representatives of the several underwriters listed therein, dated June 3, 2024. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The Company received $747,750,000 in proceeds, before offering expenses, from the sale of the 2030 Notes.
The 2030 Notes were issued pursuant to the terms of the Indenture, dated as of August 8, 2005, as supplemented by the Thirteenth Supplemental Indenture, dated June 6, 2024, 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 is incorporated herein by reference. The form of certificate representing the 2030 Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K and is 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. 333-262964) (the “Registration Statement”), and such exhibits are incorporated into the Registration Statement by reference herein.
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 into the Registration Statement by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Regions Financial Corporation | ||||||
| Date: June 6, 2024 | By: | /s/ Karin Allen | ||||
| Name: | Karin Allen | |||||
| Title: | Executive Vice President, Assistant Controller and Chief Accounting Officer | |||||