8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 FORM 8-K

 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 7, 2021

 REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34034	63-0589368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Fifth Avenue North

Birmingham, Alabama 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (800) 734-4667

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).                                                         Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	RF	New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
6.375% Non-Cumulative Perpetual Preferred Stock, Series A	RF PRA	New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B	RF PRB	New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C	RF PRC	New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
4.45% Non-Cumulative Perpetual Preferred Stock, Series E	RF PRE	New York Stock Exchange

Item 7.01     Regulation FD Disclosure.

On June 7, 2021, Regions Bank, the principal banking subsidiary of Regions Financial Corporation, entered into an agreement to acquire EnerBank USA, a Utah industrial bank. The transaction is expected to close in the fourth quarter of 2021, subject to bank regulatory approval and other customary closing conditions.

A press release and an investor presentation related to the acquisition are attached to this Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Regions Bank, dated June 8, 2021.
99.2	Investor Presentation of Regions Bank, dated June 8, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This Current Report on Form 8-K and the exhibits filed herewith may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, which reflect Regions Financial’s current views with respect to future events and financial performance. The words “future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “predicts,” “potential,” “objective,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “would,” “will,” “may,” “might,” “could,” “should,” “can” and similar expressions often signify forward-looking statements.

Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual results could vary materially from these projections or expectations. Factors that could cause Regions Financial’s actual results to differ from those described in the forward-looking statements include: the possibility that regulatory and other approvals and conditions to the proposed transaction are not received or satisfied on a timely basis or at all, or contain unanticipated terms and conditions; delays in closing the proposed transaction; expected synergies, cost savings and other financial or other benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; difficulties in integrating the business; inability of Regions to effectively cross-sell products to EnerBank’s customers; and risks identified in Regions Financial’s Annual Report on Form 10-K for the year ended December 31, 2020, and its subsequent filings with the Securities and Exchange Commission. However, these risks and uncertainties are not exhaustive. Other sections of such filings describe additional factors that could impact Regions Financial’s business, financial performance and pending or consummated acquisition transactions, including the proposed transaction. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. We assume no obligation to update or revise any forward-looking statements that are made from time to time.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                    

REGIONS FINANCIAL CORPORATION
By:	/s/ Hardie B. Kimbrough, Jr.
Name:	Hardie B. Kimbrough, Jr.
Title:	Executive Vice President and Controller (Chief Accounting Officer and Authorized Officer)

Date: June 8, 2021

EX-99.1

Exhibit 99.1

Media Contact:	Investor Relations Contact:
Jeremy D. King	Dana Nolan
Regions Bank	Regions Bank
205-264-4551	205-264-7040

Regions News Online: regions.doingmoretoday.com

Regions News on Twitter: @RegionsNews

Regions Bank to Acquire Home Improvement Lender EnerBank USA

Acquisition of a home improvement lender furthers Regions’ strategy to deliver a full suite of lending products and services to homeowners.

BIRMINGHAM, Ala. – June 8, 2021 – Regions Bank on Tuesday announced it has entered into a definitive agreement to acquire home improvement lender EnerBank USA, one of America’s largest specialized home improvement lenders supporting homeowners and contractors through innovative products and digital financing solutions.

Based in Salt Lake City, Utah, EnerBank has a nationwide reach, serving over one million homeowners since inception and currently 10,000+ contractors through mobile, online, and phone-based point-of-sale lending options. With approximately $2.8 billion in loan balances as of March 31, 2021, EnerBank’s platform complements Regions’ recent investments in mortgage and home equity lending services.

The acquisition also continues Regions’ strategy of acquiring businesses that deliver important additional products for Regions’ customers. Other examples include Regions’ 2020 acquisition of equipment finance lender Ascentium Capital and the 2019 acquisition of institutional investment firm Highland Associates. Now, with the addition of home improvement lender EnerBank, Regions Bank expands its suite of lending services to homeowners by adding point-of-sale home improvement financing capabilities.

“We are thrilled the EnerBank team will be joining Regions as we accelerate our strategy to serve as the premier lender to homeowners by offering more innovative financial solutions that prioritize ease of use and deliver a positive customer experience,” said Scott Peters, senior executive vice president and head of the Consumer Banking Group for Regions Bank. “We have thoughtfully evaluated the home improvement point-of-sale lending space for a number of years, and we believe this is the right partner at the right time to deliver on our vision. EnerBank’s platform and skilled financial professionals, combined with the reach and experience of Regions’ Consumer Banking teams, will help us deepen relationships with clients while reaching new customers with convenient home improvement lending options.”

Through two decades in the home improvement lending space, EnerBank’s leadership and approximately 450 associates are focused on meeting the needs of today’s clients, while anticipating the needs of tomorrow. The EnerBank team has a demonstrated commitment to providing a customer experience that leverages both technology and financial insights to help contractors and homeowners complete projects through efficient and cost-effective financial solutions.

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“EnerBank USA serves homeowners and home improvement contractors in all 50 states, including Regions Bank’s markets across the Southeast, Texas, and the Midwest. By joining the team at Regions, we have a tremendous opportunity to connect more clients with custom-tailored home improvement lending options,” said Charlie Knadler, president and CEO of EnerBank USA. “For nearly 20 years, EnerBank’s point-of-sale loan programs have helped contractors grow their businesses by delivering attractive payment options for their customers while allowing homeowners to maintain and improve their most important investment. This combination with Regions brings together the strengths of two great companies that are putting customers first.”

Knadler and EnerBank’s team will join Regions as part of its Consumer Banking Group reporting to Peters. EnerBank will maintain its headquarters presence in Salt Lake City, with the team scheduled to occupy portions of 650 Main, a modern Class A office and retail complex under development downtown.

EnerBank is currently a wholly owned subsidiary of CMS Energy Corporation. Regions’ acquisition of EnerBank from CMS is expected to close in the fourth quarter of 2021, subject to regulatory approvals and satisfaction of customary closing conditions.

Stephens Inc. served as financial advisor to Regions in connection with the transaction, and Sullivan & Cromwell LLP served as Regions’ legal counsel. Goldman Sachs & Co. LLC served as financial advisor to CMS Energy, and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to CMS Energy.

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $153 billion in assets, is a member of the S&P 500 Index and is one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, and mortgage products and services. Regions serves customers across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates more than 1,300 banking offices and 2,000 ATMs. Regions Bank is an Equal Housing Lender and Member FDIC. Additional information about Regions and its full line of products and services can be found at www.regions.com.

About EnerBank USA – America’s Home Improvement Lender of Choice

EnerBank USA® is the largest specialized home improvement FDIC-insured bank in the country, providing home improvement loans through strategic business partners and independent home improvement contractors. The company works hand-in-hand with manufacturers, distributors, franchisors, and major retailers of home improvement, remodeling, and energy-saving products and services. EnerBank’s mission is to grow contractors’ businesses by increasing leads, boosting close rates, and growing average job size, while helping homeowners fulfill their home improvement dreams. The company’s Mobile Loan App makes receiving lending approvals and funding requests quick and easy. Learn more at enerbank.com.

Forward-Looking Statements

This release may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, which reflect Regions Financial’s current views with respect to

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future events and financial performance. The words “future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “predicts,” “potential,” “objective,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “would,” “will,” “may,” “might,” “could,” “should,” “can” and similar expressions often signify forward-looking statements. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual results could vary materially from these projections or expectations. Factors that could cause Regions Financial’s actual results to differ from those described in the forward-looking statements include: the possibility that regulatory and other approvals and conditions to the proposed transaction are not received or satisfied on a timely basis or at all, or contain unanticipated terms and conditions; delays in closing the proposed transaction; expected synergies, cost savings and other financial or other benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; difficulties in integrating the business; inability of Regions to effectively cross-sell products to EnerBank’s customers; and risks identified in Regions Financial’s Annual Report on Form 10-K for the year ended December 31, 2020, and its subsequent filings with the Securities and Exchange Commission. However, these risks and uncertainties are not exhaustive. Other sections of such filings describe additional factors that could impact Regions Financial’s business, financial performance and pending or consummated acquisition transactions, including the proposed transaction. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. We assume no obligation to update or revise any forward-looking statements that are made from time to time.

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EX-99.2

Regions Bank to Acquire EnerBank USA a Point-of-Sale Home Improvement Loan Originator June 8, 2021 Exhibit 99.2

2 Company Overview EnerBank USA Acquisition ▪ Headquartered in Salt Lake City, UT, EnerBank USA originates prime and super-prime home improvement point-of-sale loans through a national network of contractors ▪ A top 5 originator in the home improvement point-of-sale space, one of the fastest growing segments in consumer lending ▪ Experienced and tenured management team with nearly 20-year track record operating in a regulated bank environment ▪ EnerBank is owned by CMS Energy, a Michigan- based energy company ◦ Non-core business for CMS Top Home Improvement Projects Financed Portfolio Overview Roofing & Siding Windows & Doors Notable Company Metrics (as of March 31, 2021) Contractor Network 10,000+ Loan Balances(2) ~$2.8B Average Customer FICO 763 Average Annual Net Losses <1.5% Gross Loan Effective Yield(3) ~9% Deposit Cost(4) ~1.5% Efficiency Ratio <40% (1) LTM as of March 31, 2021; (2) Loan size is on average $14,000 with weighted average life of ~3 years; (3) On average, 6-7% of the loan yield is paid by the consumer, 2-3% is paid by the contractor; (4) $2.7B of outstanding non-transaction deposits; WAL of deposits is ~2 years; Regions will replace EnerBank's funding base over time Pools HVAC LTM Originations Heat Map(1) ~55% of LTM originations in Regions retail footprint Solar

3 Home improvement point-of-sale finance complements these investments, extends our suite of home-centric lending products and accelerates our vision to be the premier lender to homeowners EnerBank USA Acquisition Home Improvement Point-of-Sale Financing Deepens Regions' Commitment to Being the Premier Lender to Homeowners Regions' extensive risk and product experience in home improvement point-of-sale finance, developed through a legacy partnership with a third-party home improvement loan originator, strengthened our interest in permanently adding this capability to the Regions franchise Regions has been on a multi-year journey investing in products, services and omni-channel origination capabilities central to Mortgage Lending, Mortgage Servicing and Home Equity Lending. As a result of these investments, Regions has continued to gain share through customer growth and deepening existing relationships with over four million households Fixed-rate loan portfolio diversifies Regions' balance sheet Significant opportunity to deepen relationships with EnerBank's customers through our traditional banking product suite Strong cultural fit with EnerBank's risk management-oriented leadership team and proven underwriting processes Other Strategic Benefits The business generates strong financial returns with proven performance through economic cycles Alignment with Inorganic Growth Strategy The acquisition of EnerBank continues Regions' strategy of acquiring businesses that help deepen relationships with customers by serving more of their needs through new channels, products & capabilities

4 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 —% 2.00% 4.00% EnerBank USA Acquisition Proven Performance Through Cycles Historical NCOs as a % of Average Loans NCOs peaked at 2.19% during the 2008 Crisis Deferrals during COVID peaked around 2% (1) (1) 2021 is LTM as of March 31, 2021; (2) Merger of EnerBank into Regions Bank is structured as an asset purchase for tax purposes; Step-up calculated based on current tax rates; (3) Balance as of 3/31/2021; (4) Estimated Fair Value based on current market conditions and excluding impact of Day 1 CECL double-count; (5) Estimated Day 1 CECL double-count is ~$115 million, after-tax; (6) Assumes provision equals charge-offs over time and includes RF cost of funds; (7) PAA - "Purchase Accounting Adjustments"; No foregone share repurchase scenario for illustrative purposes only; (8) Includes CECL double-count and foregone share repurchases to fund transaction; (9) Excludes the impact of PAA Modeling Considerations Valuation ($ in millions) Purchase Price $960 Est. Value of Tax Step-Up(2) $70 Est. Core Business Consideration $890 Tangible Book Value (TBV)(3) $318 Fair Value of Net Assets at closing(4)(5) $415 - $445 Returns Internal Rate of Return 15%+ ROAA (run-rate)(6) ~2.5% ROATCE (run-rate)(6) ~25% Transaction Impacts EPS (including PAA(7)) - No foregone share repurchases 2022- Accretive, low single digit % Medium Term- Accretive, 5%+ EPS (including PAA) - w/ foregone share repurchases 2022- Dilutive, low single digit % Medium Term- Accretive, low single digit % Est. TBV Dilution(8) 1-2% Est. Core NIM (run-rate)(9) +10-15 bps Est. Core Efficiency Ratio (run-rate) -100 bps Prime/Super-prime focus and well controlled underwriting processes have generated best in class credit metrics through economic cycles Financial Upside • Limited cost and no revenue synergies modeled • Tangible potential for revenue synergies by deepening consumer and SMB relationships with RF full product set • Opportunity to deploy current excess liquidity into high growth loan portfolio

5 EnerBank USA Acquisition Preliminary Capital Impacts Capital Deployment Priorities ▪ Regions has established a CET1 operating range of 9.25-9.75% with the intent of operating at approximately the midpoint of that range over the near-term ▪ The EnerBank acquisition is not expected to impact this operating range or near-term expectations for capital ◦ The operating range is informed by internal stress testing performance ◦ This transaction is not expected to meaningfully impact stressed performance ▪ Acquisition redirects capital dollars currently earmarked for share repurchases to strategic investment, which is a higher priority for capital deployment • As a result, CET1 forecast at year end does not materially change due to the transaction 4.) Share Repurchases 2.) Sustainable Growth of Dividends 3.) Targeted Strategic Investments 1.) Organic Growth R e d ir e ct in g C ap it al

6 Forward-Looking Statements This release may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, which reflect Regions Financial’s current views with respect to future events and financial performance. The words “future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “predicts,” “potential,” “objective,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “would,” “will,” “may,” “might,” “could,” “should,” “can” and similar expressions often signify forward-looking statements. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. Forward- looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual results could vary materially from these projections or expectations. Factors that could cause Regions Financial’s actual results to differ from those described in the forward-looking statements include: the possibility that regulatory and other approvals and conditions to the proposed transaction are not received or satisfied on a timely basis or at all, or contain unanticipated terms and conditions; delays in closing the proposed transaction; expected synergies, cost savings and other financial or other benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; difficulties in integrating the business; inability of Regions to effectively cross-sell products to EnerBank’s customers; and risks identified in Regions Financial’s Annual Report on Form 10-K for the year ended December 31, 2020, and its subsequent filings with the Securities and Exchange Commission. However, these risks and uncertainties are not exhaustive. Other sections of such filings describe additional factors that could impact Regions Financial’s business, financial performance and pending or consummated acquisition transactions, including the proposed transaction. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. We assume no obligation to update or revise any forward-looking statements that are made from time to time. Forward-looking statements

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XML

Document and Entity Information	Jun. 07, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 07, 2021
Entity Registrant Name	REGIONS FINANCIAL CORPORATION
Entity Central Index Key	0001281761
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34034
Entity Tax Identification Number	63-0589368
Entity Address, Address Line One	1900 Fifth Avenue North
Entity Address, City or Town	Birmingham
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35203
City Area Code	800
Local Phone Number	734-4667
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	RF
Security Exchange Name	NYSE
Series A Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	6.375% Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	RF PRA
Security Exchange Name	NYSE
Series B Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B
Trading Symbol	RF PRB
Security Exchange Name	NYSE
Series C Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C
Trading Symbol	RF PRC
Security Exchange Name	NYSE
Series E Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	4.45% Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	RF PRE
Security Exchange Name	NYSE