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Press release from Business Wire

Regions Announces Offer to Purchase Certain Outstanding Senior Debt Securities

Thursday, April 25, 2013

Regions Announces Offer to Purchase Certain Outstanding Senior Debt Securities

09:15 EDT Thursday, April 25, 2013

BIRMINGHAM, Ala. (Business Wire) -- Regions Financial Corp. (NYSE:RF) announced today that it has commenced a cash tender offer to repurchase up to $350 million combined aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 7.75% Senior Notes due 2014 (the “2014 Notes”) and 5.75% Senior Notes due 2015 (the “2015 Notes” and, together with the 2014 Notes, the “Notes”). The aggregate principal amount of 2015 Notes accepted for purchase pursuant to the tender offer will not exceed $150 million.

The purchase price for each $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the tender offer will be the applicable tender offer consideration specified in the table below. Holders of Notes that are validly tendered at or before the Early Tender Date (as defined below) (and not subsequently validly withdrawn) and accepted for purchase will receive the applicable tender offer consideration plus the early tender premium for the applicable series of Notes set forth in the table below (together, the “Total Consideration”). In order to be eligible to receive the Total Consideration, holders of Notes must validly tender their Notes at or before 5:00 p.m., New York City time, on May 10, 2013 unless extended by the Company (such date and time, as the same may be extended, the “Early Tender Date”). Holders of Notes that are validly tendered after the Early Tender Date and accepted for purchase will receive only the applicable tender offer consideration. All holders whose Notes are accepted for purchase will also receive the applicable accrued and unpaid interest on the purchased Notes from the last interest payment date for such Notes up to, but excluding, the applicable settlement date.

             

Title of Security

CUSIP

Acceptance
Priority Level (1)

Aggregate Principal
Amount Outstanding

Tender Offer
Consideration (2), (3)

Early Tender
Premium (2)

Total
Consideration (2), (3)

7.75% Senior Notes due 2014

7591EPAF7 1 $700,000,000 $1,078.75 $30.00 $1,108.75
5.75% Senior Notes due 2015 7591EPAG5 2 $500,000,000 $1,070.00 $30.00 $1,100.00
_____________________________

(1)

The aggregate principal amount of 2015 Notes accepted for purchase pursuant to the tender offer will not exceed $150,000,000.

(2)

Per $1,000 principal amount of Notes validly tendered and accepted for purchase.

(3)

In addition to the tender offer consideration or Total Consideration, as applicable, holders will also receive accrued and unpaid interest from the last interest payment date for such series of Notes up to, but excluding, the applicable settlement date.

 

Holders who validly tender their Notes may withdraw such Notes at any time at or before, but not after, 5:00 p.m., New York City time, on May 10, 2013, (such date and time, as the same may be extended, the “Withdrawal Date”). Following the Withdrawal Date, holders who have tendered their Notes may not withdraw such Notes. The tender offer is conditioned upon satisfaction of certain conditions, including a funding condition, but is not conditioned upon any minimum amount of Notes being tendered. The amounts of each series of Notes that are purchased by Regions will be determined in accordance with the acceptance priority levels set forth in the table above, with 1 being the highest acceptance priority level and 2 being the lowest acceptance priority level.

The tender offer will expire at 11:59 p.m., New York City time, on May 24, 2013, unless extended or earlier terminated (the “Expiration Date”). The settlement date for Notes purchased in the offer is expected to occur on May 28, 2013. For Notes that have been validly tendered at or before the Early Tender Date (and not subsequently validly withdrawn) and that are accepted for purchase, Regions has the option for settlement to occur at an early settlement date, which may be determined at Regions' option and, if elected, is currently expected to occur on May 13, 2013. If Regions elects to have an early settlement date, Regions will issue a press release announcing the date selected as the early settlement date and the aggregate principal amount of each series of Notes accepted for purchase on such date. If Regions purchases an aggregate principal amount of Notes equaling the Maximum Tender Amount at the early settlement date, Regions reserves the right, but is under no obligation, to terminate the tender offer as of the early settlement date.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase, dated April 25, 2013 (the “Offer to Purchase”), and the related Letter of Transmittal, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the tender offer. Copies of the Offer to Purchase and the Letter of Transmittal may be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent for the tender offers, at (212) 430-3774 (banks and brokers) or (888) 873-7700 (all others). Questions regarding the tender offers may also be directed to the Dealer Managers for the tender offer:

       
Goldman, Sachs & Co. Morgan Stanley & Co. LLC
200 West Street 1585 Broadway, Floor 04
New York, New York 10282 New York, New York 10036
Collect: (212) 357-0215 Collect: (212) 761-1057
Toll-Free: (800) 828-3182 Toll-Free: (800) 624-1808
Attention: Liability Management Attention: Liability Management
 

This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The tender offer is being made only by, and pursuant to the terms of, the Offer to Purchase and the Letter of Transmittal. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be made by the Dealer Managers on behalf of Regions. None of Regions, the Depositary and Information Agent, the Dealer Managers or the Trustee with respect to the Notes, nor any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offer.

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $120 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, mortgage, and insurance products and services. Regions serves customers in 16 states across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,700 banking offices and 2,000 ATMs.

Forward-looking statements

The information included in this release may include forward-looking statements which reflect Regions' current views with respect to future events and financial performance. The Private Securities Litigation Reform Act of 1995 (“the Act”) provides a “safe harbor” for forward-looking statements which are identified as such and are accompanied by the identification of important factors that could cause actual results to differ materially from the forward-looking statements. For these statements, we, together with our subsidiaries, unless the context implies otherwise, claim the protection afforded by the safe harbor in the Act. 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. These risks, uncertainties and other factors include, but are not limited to, those described below:

  • The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) became law in July 2010, and a number of legislative, regulatory and tax proposals remain pending. Future and proposed rules, including those that are part of the Basel III process, are expected to require banking institutions to increase levels of capital and to meet more stringent liquidity requirements. All of the foregoing may have significant effects on Regions and the financial services industry, the exact nature and extent of which cannot be determined at this time.
  • Possible additional loan losses, impairment of goodwill and other intangibles, and adjustment of valuation allowances on deferred tax assets and the impact on earnings and capital.
  • Possible changes in interest rates may increase funding costs and reduce earning asset yields, thus reducing margins. Increases in benchmark interest rates could also increase debt service requirements for customers whose terms include a variable interest rate, which may negatively impact the ability of borrowers to pay as contractually obligated.
  • Possible changes in general economic and business conditions in the United States in general and in the communities Regions serves in particular, including any prolonging or worsening of the current challenging economic conditions including unemployment levels.
  • Possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans.
  • Possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations, may have an adverse effect on business.
  • Possible regulations issued by the Consumer Financial Protection Bureau or other regulators which might adversely impact Regions' business model or products and services.
  • Possible stresses in the financial and real estate markets, including possible deterioration in property values.
  • Regions' ability to manage fluctuations in the value of assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support Regions' business.
  • Regions' ability to expand into new markets and to maintain profit margins in the face of competitive pressures.
  • Regions' ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by Regions' customers and potential customers.
  • Regions' ability to keep pace with technological changes.
  • Regions' ability to effectively identify and manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk, reputational risk, counterparty risk, international risk, and regulatory and compliance risk.
  • Regions' ability to ensure adequate capitalization which is impacted by inherent uncertainties in forecasting credit losses.
  • The cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings.
  • The effects of increased competition from both banks and non-banks.
  • The effects of geopolitical instability and risks such as terrorist attacks.
  • Regions' ability to identify and address data security breaches.
  • Possible changes in consumer and business spending and saving habits could affect Regions' ability to increase assets and to attract deposits.
  • The effects of weather and natural disasters such as floods, droughts, wind, tornados and hurricanes, and the effects of man-made disasters.
  • Possible downgrades in ratings issued by rating agencies.
  • Possible changes in the speed of loan prepayments by Regions' customers and loan origination or sales volumes.
  • Possible acceleration of prepayments on mortgage-backed securities due to low interest rates and the related acceleration of premium amortization on those securities.
  • The effects of problems encountered by larger or similar financial institutions that adversely affect Regions or the banking industry generally.
  • Regions' ability to receive dividends from its subsidiaries.
  • The effects of the failure of any component of Regions' business infrastructure which is provided by a third party.
  • Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies.
  • The effects of any damage to Regions' reputation resulting from developments related to any of the items identified above.

The foregoing list of factors is not exhaustive. For discussion of these and other factors that may cause actual results to differ from expectations, look under the captions “Forward-Looking Statements” and “Risk Factors” of Regions' Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission.

The words "believe," "expect," "anticipate," "project," and similar expressions often signify forward-looking statements. 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.

Regions Financial Corporation
Media Contact:
Tim Deighton, 205-264-4551
or
Investor Relations Contact:
List Underwood, 205-801-0265

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