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Press release from Business Wire

Union Planters Preferred Funding Corp. Announces Offer to Purchase Certain Outstanding Preferred Stock and Commencement of a Consent Solicitation

Monday, June 10, 2013

Union Planters Preferred Funding Corp. Announces Offer to Purchase Certain Outstanding Preferred Stock and Commencement of a Consent Solicitation

08:00 EDT Monday, June 10, 2013

BIRMINGHAM, Ala. (Business Wire) -- Union Planters Preferred Funding Corp. (“UPPFC”), a Delaware corporation and indirect subsidiary of Regions Financial Corp. (NYSE:RF), announced today that it has commenced a cash tender offer (the “Tender Offer”) to repurchase any and all of its 7.75% Non-Cumulative Exchangeable Series B Preferred Stock, liquidation preference $100,000 per share (“UPPFC Series B Preferred Stock”). Beneficial owners representing approximately $61.1 million in aggregate liquidation amount, or 61.1 percent of the outstanding shares of UPPFC Series B Preferred Stock, have indicated that they intend to tender their UPPFC Series B Preferred Stock in the Tender Offer and to deliver consent in the consent solicitation described below.

The purchase price for each share of UPPFC Series B Preferred Stock validly tendered at or before 5:00 p.m., New York City time, on June 24, 2013 (the “Early Tender Date”) and accepted for purchase is $117,250 (the “total consideration”), which represents the tender offer consideration plus an early tender premium of $5,000 per share of UPPFC Series B Preferred Stock. The purchase price for each share of UPPFC Series B Preferred Stock validly tendered and accepted for purchase after the Early Tender Date is $112,250 (the “tender offer consideration”). Additionally, each holder of shares of UPPFC Series B Preferred Stock purchased in the Tender Offer will also receive accrued and unpaid interest on such shares up to, but excluding, the applicable settlement date.

Tendered shares may be withdrawn at or before 5:00 p.m., New York City time, on June 24, 2013 (such time and date, the “Withdrawal Date”). Following the Withdrawal Date, holders who have tendered their UPPFC Series B Preferred Stock may not withdraw such UPPFC Series B Preferred Stock. The Tender Offer is subject to certain conditions, but is not conditioned on the tender of a minimum liquidation amount of UPPFC Series B Preferred Stock or a receipt of any minimum number of consents in the Consent Solicitation (as described below).

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on July 12, 2013, unless extended or earlier terminated (the “Expiration Date”). UPPFC may elect, in its sole discretion, to accept and purchase all shares of UPPFC Series B Preferred Stock validly tendered at or before the Early Tender Date (and not subsequently validly withdrawn) at an early settlement date currently expected to be June 25, 2013. If there is no early settlement, the settlement date for shares of UPPFC Series B Preferred Stock purchased in the offer is expected to be July 16, 2013. UPPFC will issue a press release announcing the date of any early settlement date, if elected, and the aggregate liquidation amount of UPPFC Series B Preferred Stock accepted for purchase on such date.

UPPFC is also seeking the consent of its stockholders, including the holders of UPPFC Series B Preferred Stock, to the voluntary dissolution of UPPFC, in accordance with terms of UPPFC's amended and restated certificate of incorporation and applicable law (the “Consent Solicitation”). The voluntary dissolution requires the approval of at least two-thirds of the outstanding shares of UPPFC Series B Preferred Stock, voting as a separate class, and at least a majority of all voting stock of UPPFC, voting together as a single class. UPPFC's board of directors has approved the voluntary dissolution and fixed June 7, 2013, as the record date for determining holders of UPPFC capital stock entitled to consent to the Dissolution. UPPFC will not make any payment to holders of UPPFC Series B Preferred Stock in connection with the Consent Solicitation. The Consent Solicitation will expire at 5:00 p.m., New York City time, on June 24, 2013.

The Tender Offer and Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated June 10, 2013 and the accompanying Letter of Transmittal and Letter of Consent (together, the “Offer Documents”), which more fully set forth the terms and conditions of the Tender Offer and the terms of the Consent Solicitation. Holders are urged to read carefully the Offer Documents before making any decision with respect to the Tender Offer or Consent Solicitation. Copies of the Offer Documents 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 (866) 470-4300 (all others). Questions regarding the Tender Offer and Consent Solicitation may also be directed to the Dealer Manager and Solicitation Agent for the Tender Offer and Consent Solicitation, Goldman, Sachs & Co., at (800) 828-3182 (toll-free) or (212) 375-0215 (collect).

This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities or a solicitation of the consent of any holder of securities. The Tender Offer and Consent Solicitation are made solely by means of the Offer Documents, which more fully set forth and govern the terms and conditions of the Tender Offer and the terms of the Consent Solicitation. The Tender Offer and Consent Solicitation are 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. None of Regions, UPPPFC, the Depositary and Information Agent, the Dealer Manager and Solicitation Agent, nor any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their UPPFC Series Preferred Stock 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.

About Union Planters Preferred Funding Corp.

UPPFC is a Delaware corporation whose principal business objective is to acquire, hold and manage real estate assets and other investments that will allow it to qualify as a real estate investment trust under applicable federal and state tax law. UPPFC is a subsidiary of Regions Bank.

Forward-looking statements

The information included in this release may include forward-looking statements which reflect our 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 that 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, Regions, together with its 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 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 us 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 we serve 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 our business model or products and services.
  • Possible stresses in the financial and real estate markets, including possible deterioration in property values.
  • Our 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 our business.
  • Our ability to expand into new markets and to maintain profit margins in the face of competitive pressures.
  • Our ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by our customers and potential customers.
  • Our ability to keep pace with technological changes.
  • Our 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.
  • Our 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.
  • Our ability to identify and address data security breaches.
  • Possible changes in consumer and business spending and saving habits could affect our ability to increase assets and to attract deposits.
  • The effects of weather and natural disasters such as floods, droughts, wind, tornadoes 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 our 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 us or the banking industry generally.
  • Our ability to receive dividends from our subsidiaries.
  • The effects of the failure of any component of our 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 our reputation resulting from developments related to any of the items identified above.

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.

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 our Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission.

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

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