Regions Financial Corp 8-K, filed Oct 1, 2021
Regions Financial Corp (RF)
About this 8-K
Regions Financial Corp filed this 8-K on October 1, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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| Depositary Shares, each representing a 1/40th Interest in a Share of 4.45% Non-Cumulative Perpetual Preferred Stock, Series E |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On October 1, 2021, Regions Bank, the principal banking subsidiary of Regions Financial Corporation, completed its previously announced acquisition of EnerBank USA, a corporation organized and existing under the laws of the State of Utah.
A copy of the press release announcing the completion of the acquisition 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 1, 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 include: expected synergies, cost savings, and other financial or other benefits of the EnerBank transaction might not be realized within the expected timeframes or might be less than projected; difficulties in integrating EnerBank’s business; inability of Regions to effectively cross-sell products to EnerBank’s customers; 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 its 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 consummated acquisition transactions, including the EnerBank 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REGIONS FINANCIAL CORPORATION | ||
| By: | /s/ Hardie B. Kimbrough, Jr. | |
| Name: | Hardie B. Kimbrough, Jr. | |
| Title: | Executive Vice President and Controller (Chief Accounting Officer and Authorized Officer) | |
Date: October 1, 2021
Exhibit 99.1
|
NEWS RELEASE |
| Media Contact: | Investor Relations Contact: | |
| Jeremy D. King | Dana Nolan | |
| Regions Bank | Regions Bank | |
| 205-264-4551 | 205-264-7040 |
Regions News Online: regions.doingmoretoday.com
Regions News on Twitter: @RegionsNews
Regions Bank Closes on its Acquisition of Home Improvement Lender EnerBank USA
Addition of EnerBank accelerates Regions’ strategy to serve as the premier lender to homeowners.
BIRMINGHAM, Ala. – Oct. 1, 2021 – Regions Bank on Friday announced it has completed its acquisition of home improvement lender EnerBank USA. EnerBank is one of America’s largest point-of-sale lenders serving homeowners and contractors through a series of loan programs and digital solutions that support a wide range of home improvement needs.
“The addition of EnerBank’s exceptional team and leading-edge technology will help Regions deliver even greater value to customers who are seeking convenient, competitive solutions for efficiently financing home improvement needs,” said Scott Peters, senior executive vice president and head of the Consumer Banking Group for Regions Bank. “In recent years, we have seen tremendous demand not only for mortgage and refinancing solutions but also for new options to finance upgrades people are making to their homes. The services provided by EnerBank will enable Regions to deliver a more complete range of options as part of our focus on serving as the premier lender to homeowners.”
| Through its nationwide reach, EnerBank USA has served more than one million homeowners since its inception and currently works with over 10,000 contractors by offering mobile, online, and phone-based point-of-sale lending options. Lending services are delivered directly to homeowners at the point of sale via contractors who are part of EnerBank’s national network. |
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Over time, the EnerBank USA name will consolidate into the Regions Bank brand. The EnerBank team will remain based primarily in Salt Lake City, Utah, under the leadership of Charlie Knadler and will join Regions as part of the Consumer Banking Group.
“EnerBank USA has built a competitive edge by delivering point-of-sale loan programs that enable homeowners to make needed improvements while helping contractors offer attractive payment options to the people they serve,” Knadler said. “Now, combined with the resources and backing of Regions Bank, we are poised for even further growth. We share Regions’ commitment to innovation and superior service, and together, we will deliver even greater value to homeowners and home improvement professionals nationwide.”
The EnerBank team includes approximately 485 associates. The company has served homeowners and contractors in all 50 states, with particular strength in much of Regions’ retail banking footprint across the South, Midwest, and Texas. Before its acquisition by Regions Bank, EnerBank USA was a wholly owned subsidiary of CMS Energy Corporation.
About Regions Financial Corporation
Regions Financial Corporation (NYSE:RF), with $156 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, and mortgage products and services. Regions serves customers across the South, Midwest, and Texas, and through its subsidiary, Regions Bank, operates more than 1,300 banking offices and approximately 2,000 ATMs. Regions Bank is an Equal Housing Lender and Member FDIC. Additional information about Regions and its full line of products and services can be found at www.regions.com.
About EnerBank USA – America’s Home Improvement Lender of Choice
EnerBank USA® is the largest specialized home improvement FDIC-insured bank in the country, providing home improvement loans through strategic business partners and independent home improvement contractors. The company works hand-in-hand with manufacturers, distributors, franchisors, and major retailers of home improvement, remodeling, and energy-saving products and services. EnerBank’s mission is to grow contractors’ businesses by increasing leads, boosting close rates, and growing average job size, while helping homeowners fulfill their home improvement dreams. The company’s Mobile Loan App makes receiving lending approvals and funding requests quick and easy. Learn more at enerbank.com.
Forward-Looking Statements
This release 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: expected synergies, cost savings, and other financial or other benefits of the EnerBank transaction might not be realized within the expected timeframes or might be less than projected; difficulties in integrating EnerBank’s business; inability of Regions to effectively cross-sell products to EnerBank’s customers; 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 consummated acquisition transactions, including the EnerBank 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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