Item 8.01. Other Events
On August 9, 2021, Regions Financial Corporation ("Regions") launched a proposed
public offering (the "Offering") of a new tranche of senior notes (the "Senior
Notes"). The Offering is subject to pricing, which has not yet occurred. If the
Offering is priced and proceeds to closing, Regions intends to use a portion of
the net proceeds from the sale of the Senior Notes to partially or fully redeem
the outstanding 3.800% senior notes due August 14, 2023 (the "2023 Notes")
pursuant to their terms.
The pricing of the Offering, and thus whether the redemption of the 2023 Notes
will occur, is subject to market conditions and other considerations. There is
no assurance that the Offering will price and close or that Regions will decide
to redeem the 2023 Notes, or, if it does, the amount to be redeemed and the
timing of the redemption. If Regions decides to redeem the 2023 Notes, it
intends to announce its decision by issuing a press release and issuing an
appropriate notice of redemption following the closing of the Offering.
The Offering is described in Regions' preliminary prospectus supplement dated
August 9, 2021, which was filed with the Securities and Exchange Commission
today.
This Current Report on Form 8-K does not constitute an offer to sell the Senior
Notes.
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995, including
statements regarding the completion of, and the use of proceeds from, the
Offering, including the redemption of the 2023 Notes. These statements are based
upon Regions' current beliefs and expectations and are subject to significant
risks and uncertainties (some of which are beyond the Regions' control).
Additional information regarding Regions' use of "forward-looking statements"
can be found under the caption "Forward-Looking Statements" beginning on page 7
of Regions' Annual Report on Form 10-K for the year ended December 31, 2020.
Actual results may differ, possibly materially, from those expressed or implied
as a result of these risks and uncertainties, including, but not limited to, the
risk factors and other uncertainties set forth under "Risk Factors" beginning on
page 21 of Regions' Annual Report on Form 10-K for the year ended December 31,
2020.
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