Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
03 Juni 2024 - 10:58PM
Edgar (US Regulatory)
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-262964
$750,000,000
5.722% Fixed Rate / Floating Rate Senior Notes due 2030
This pricing term sheet supplements the information set forth under Description of Notes in the Preliminary Prospectus Supplement, subject to
completion, dated June 3, 2024 (the Preliminary Prospectus Supplement) to the Prospectus dated February 24, 2022.
|
|
|
Issuer |
|
Regions Financial Corporation (the Issuer) |
|
|
Title of Security |
|
5.722% Fixed Rate / Floating Rate Senior Notes due 2030 (the Notes) |
|
|
Expected Ratings (Moodys/S&P/Fitch)* |
|
Baa1 (negative) / BBB+ (stable) / A- (stable) (Moodys / S&P / Fitch) |
|
|
Currency |
|
USD |
|
|
Principal Amount |
|
$750,000,000 |
|
|
Securities Type |
|
SEC Registered Senior Notes |
|
|
Trade Date |
|
June 3, 2024 |
|
|
Settlement Date** |
|
June 6, 2024 (T+3) |
|
|
Maturity Date |
|
June 6, 2030 |
|
|
Fixed Rate Period |
|
From, and including, June 6, 2024 to, but excluding, June 6, 2029 |
|
|
Floating Rate Period |
|
From, and including, June 6, 2029 to, but excluding, June 6, 2030 |
|
|
Coupon |
|
Fixed Rate Period: 5.722% Floating
Rate Period: Compounded SOFR, determined as set forth under Description of NotesCompounded SOFR in the Preliminary Prospectus Supplement, plus 1.49% |
|
|
Payment Frequency |
|
Fixed Rate Period: Semi-Annually
Floating Rate Period: Quarterly |
|
|
Interest Payment Dates |
|
Fixed Rate Period: June 6 and December 6 of each year, commencing December 6, 2024
Floating Rate Period: September 6, 2029, December 6, 2029, March 6, 2030 and June 6, 2030 |
|
|
|
Day Count Convention |
|
Fixed Rate Period: 30/360 Floating
Rate Period: Actual/360 |
|
|
Optional Redemption |
|
On and after December 4, 2024 (the date that is 181 days after the Settlement Date) (or, if additional notes are issued after the
Settlement Date, on or after the date that is 181 days after the issue date of such additional notes) and prior to June 6, 2029, the Issuer may, at its option, and from time to time, upon not less than 10 or more than 60 days prior
notice, redeem all or any portion of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus a make-whole premium (as described under Description of the
NotesRedemption in the Preliminary Prospectus Supplement). On
June 6, 2029, the Issuer may, at its option, upon not less than 10 nor more than 60 days prior notice, redeem all of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed.
At any time on or after May 6, 2030, the Issuer may, at its option, upon not less
than 10 nor more than 60 days prior notice, redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed.
Holders of any Notes redeemed will also receive accrued and unpaid interest thereon, if
any, to, but excluding, the date of redemption. |
|
|
Make-whole Spread |
|
T+20 basis points |
|
|
Benchmark Treasury |
|
4.500% US Treasury due May 31, 2029 |
|
|
Spread to Benchmark Treasury |
|
+130 basis points |
|
|
Benchmark Treasury Spot and Yield |
|
100-11;4.422% |
|
|
Yield to Maturity |
|
5.722% |
|
|
Price to Public |
|
100.000% of Principal Amount |
|
|
Net Proceeds to Issuer (after the underwriting discount, before offering expenses) |
|
$747,750,000.00 |
2
|
|
|
Denominations |
|
$2,000 x $1,000 |
|
|
CUSIP / ISIN |
|
7591EPAU4/US7591EPAU41 |
|
|
Joint Book-Running Managers |
|
RBC Capital Markets, LLC BofA Securities,
Inc. Goldman Sachs & Co. LLC Morgan
Stanley & Co. LLC Regions Securities LLC |
|
|
Co-Managers |
|
Blaylock Van, LLC MFR Securities,
Inc. |
* |
A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to
review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. |
** |
It is expected that delivery of the Notes will be made in book-entry form only through the facilities of The
Depository Trust Company against payment in New York, New York on or about the third business day following the date of this pricing term sheet. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades
of securities in the secondary market generally are required to settle in one business day, referred to as T+1, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the Notes will not be made
on a T+1 basis, investors who wish to trade the Notes more than one business day before the Settlement Date will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.
|
The issuer has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the Securities
and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the accompanying prospectus in that registration statement and other documents the issuer has
filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in
the offering will arrange to send you the prospectus if you request it by calling RBC Capital Markets, LLC toll-free at (866) 375-6829, BofA Securities, Inc. toll-free at (800)
294-1322 (or by email at dg.prospectus_requests@bofa.com), Goldman Sachs & Co. LLC toll-free at (866) 471-2526, Morgan Stanley & Co. LLC toll-free at
(866) 718-1649 and Regions Securities LLC at (800) 734-4667.
ANY
DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR
ANOTHER E-MAIL SYSTEM.
3
Regions Financial (NYSE:RF)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
Regions Financial (NYSE:RF)
Historical Stock Chart
Von Dez 2023 bis Dez 2024