Item 7.01 Regulation FD Disclosure.
On October 3, 2021, Regions Bank, the principal banking subsidiary of Regions
Financial Corporation, entered into an agreement to acquire Sabal Capital
Partners, LLC, a diversified financial services firm based in Irvine,
California. The transaction is expected to close in the fourth quarter of 2021,
subject to obtaining necessary consents from certain governmental agencies and
government-sponsored enterprises and satisfaction of customary closing
conditions.
A copy of the press release announcing the transaction is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 is being furnished,
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities under Section 18 of the Exchange Act. Furthermore, the
information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to
be incorporated by reference into the filings of Regions Financial Corporation
under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
99.1 Press Release of Regions Bank, dated October 4, 2021.
104 Cover Page Interactive Data (embedded within the Inline XBRL document).
Forward-Looking Statements
This Current Report on Form 8-K and the exhibit 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 herein include: delays in closing the Sabal
transaction; expected synergies, cost savings, and other financial or other
benefits of the Sabal transaction might not be realized within the expected
timeframes or might be less than projected; difficulties in integrating Sabal's
business; the continued or potential effects of the COVID-19 pandemic and
related variants and mutations on Regions Financial's business, financial
condition, and results of operations; and risks identified in Regions
Financial's Annual Report on Form 10-K for the year ended December 31, 2020, and
our 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 Sabal 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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