Regions Financial Corp 8-K, filed Feb 27, 2020
Regions Financial Corp (RF)
8-K
2020-02-27
For: 2020-02-27
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Added on
April 11, 2026
About this 8-K
Regions Financial Corp filed this 8-K on February 27, 2020.
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 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 27, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address, including zip code, of principal executive office)
Registrant’s telephone number, including area code: (800 ) 734-4667
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) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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.¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Depositary Shares, each representing a 1/40th Interest in a Share of | ||
Depositary Shares, each representing a 1/40th Interest in a Share of | ||
Depositary Shares, each representing a 1/40th Interest in a Share of | ||
Item 7.01 | Regulation FD Disclosure. |
On February 27, 2020, Regions Financial Corporation ("Regions") announced that it has entered into a definitive agreement to acquire Ascentium Capital, LLC ("Ascentium"), headquartered in Kingwood, Texas. The transaction is expected to close during the second quarter of 2020, subject to satisfaction of customary closing conditions.
The press release announcing the acquisition is furnished as Exhibit 99.1 hereto. Select transaction highlights as well as additional information regarding our capital targets framework is furnished as Exhibit 99.2 hereto.
The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 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 Exhibits 99.1 and 99.2 shall not be deemed to be incorporated by reference into the filings of Regions under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 |
99.2 |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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/ Hope D. Mehlman | |
Name: | Hope D. Mehlman | |
Title: | Executive Vice President, | |
Chief Governance Officer, | ||
Assistant General Counsel, and | ||
Assistant Corporate Secretary | ||
Date: February 27, 2020
EXHIBIT 99.1
Media Contact: Investor Relations Contact:
Evelyn Mitchell Dana Nolan
205-264-4551 205-264-7040
regions.doingmoretoday.com
Regions News on Twitter: @RegionsNews
Regions Bank to Acquire Leading Equipment Finance Lender Ascentium Capital
BIRMINGHAM, Ala. - Feb. 27, 2020 - Regions Bank today announced that it has entered into a definitive agreement to acquire Ascentium Capital LLC from Warburg Pincus, a global private equity firm focused on growth investing.
Ascentium Capital, headquartered in Kingwood, Texas, is the largest independent equipment finance lender in the United States with approximately $2 billion in loans and leases as of year-end and originations of $1.5 billion in 2019. Partnering with nearly 4,000 manufacturers, dealers and distributors to finance essential-use equipment for small business customers, Ascentium Capital offers comprehensive financing solutions through more than 460 employees.
“Ascentium Capital’s experienced management team has built a strong company known for providing America’s small businesses access to the capital they need to grow, and we are excited to welcome them to Regions,” said Ronnie Smith, senior executive vice president and head of the Regions Corporate Banking Group. “Leveraging the technology, speed and convenience that Ascentium Capital is known for in combination with Regions’ broad spectrum of banking solutions provides a meaningful opportunity to attract new customers and deepen relationships across our combined customer base.”
The addition of Ascentium Capital expands Regions’ current offerings for small business customers and complements the bank’s established equipment finance and commercial banking businesses serving middle market and large companies. The transaction provides Regions with a scalable, tech-enabled equipment finance organization with same-day credit decisions and funding for small business customers. Ascentium Capital’s seasoned management team combined with its proprietary underwriting technology platform has delivered strong performance throughout credit cycles since its inception.
“We are pleased to join Regions, a firm known for its commitment to the customer experience and a long history of providing comprehensive banking solutions to companies of all sizes,” said Tom Depping, chief executive officer of Ascentium Capital. “This combination will enable us to expand our reach and relevance in serving our vendors and small business customers while continuing to provide seamless service.”
The transaction is expected to close during the second quarter of 2020, subject to satisfaction of customary closing conditions. Financial terms are not disclosed. Morgan Stanley & Co. LLC served as financial advisor to Regions in connection with the
transaction and Sullivan & Cromwell LLP served as its legal counsel. Piper Sandler & Co. served as financial advisor to Ascentium Capital and Cleary Gottlieb Steen & Hamilton LLP and Vinson & Elkins LLP served as legal counsel to Ascentium Capital and the sellers.
About Regions Financial Corporation
Regions Financial Corporation (NYSE:RF), with $126 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 approximately 1,400 banking offices and 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.
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 “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “will,” “may,” “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: the possibility that regulatory and other approvals and conditions to the proposed transaction are not received or satisfied on a timely basis or at all, or contain unanticipated terms and conditions; delays in closing the proposed transaction; expected synergies, cost savings and other financial or other benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; difficulties in integrating the business; inability of Regions to effectively cross-sell products to Ascentium’s customers; and risks identified in Regions Financial’s Annual Report on Form 10-K for the year ended December 31, 2019, 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 pending or consummated acquisition transactions, including the proposed transaction. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. We
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assume no obligation to update or revise any forward-looking statements that are made from time to time.
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Exhibit 99.2 Ascentium Capital Acquisition Company Overview Highlights • Headquartered in Kingwood, TX, Ascentium Capital is the • Adds capabilities for Regions' small business largest independent equipment finance lender in the U.S. customers from both a product standpoint and • Best-in-class management team with 20+ years working technology/speed to market together • • Partners with ~4,000 vendors to finance essential-use Attractive risk-adjusted return on capital equipment for small businesses customers ◦ Transaction is immediately accretive to NIM • Differentiated technology platform and processes, delivering and the efficiency ratio; excluding CECL Day 2 same day credit decisions and funding charge, immediately accretive to earnings • Strong risk management culture and data driven framework has resulted in solid credit performance throughout economic ◦ Assumes no revenue or expense synergies cycles other than Regions' lower funding cost • Provides diversification with strength across multiple industries • Significant revenue synergy opportunities and geographies ◦ Ability to finance essential-use equipment for Key Portfolio Metrics Regions' ~400,000+ small business customers 2019 originations $1.5B ◦ Opportunity for Ascentium to capture new Outstanding loans and leases $2.0B client set through lower cost of capital Average loan size ~$55K ◦ Ability to bring Regions' products & services Weighted average life ~2 yrs. to Ascentium's ~100,000 customers Avg. tenor customers have been in business ~10 yrs. Weighted average yield(1) ~10% LTM NCOs/average loans(1) ~2.5% (1) Based on 2019FY. 1
Capital targets framework • Capital targets calibrated using internal scenario planning • Strong capital position provides flexibility to manage effectively in any environment Strong Capital Position – CET1 A Macro Stresses • Stress informed quantitative buffer is calibrated using Regions' internally modeled capital performance over a 9-quarter stressed period 0.50% 9.50% • Macro assumptions are generally consistent with severe economic stress; 2.00% in line with levels present during the great recession 7.00% B Strategic Management Buffer • Established to supplement the pure quantitative capital targets at Management’s discretion ◦ Can be deployed opportunistically or to support the balance sheet in periods of stress • This buffer is not required from a capital adequacy perspective • Upon the close of the recently announced Ascentium Capital acquisition, Regions expects to operate near the midpoint of its strategic buffer; Post Stress Stress Strategic CET1 Target longer-term capital targets will be provided upon the conclusion of the Limit Informed Management Quantitative Buffer ongoing capital planning and stress-testing cycle Buffer 2
Forward-looking statements Forward-Looking Statements This release may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. 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 current 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, and because they also relate to the future they are likewise subject to inherent uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. Therefore, we caution you against relying on any of these forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, those described below: • Current and future economic and market conditions in the United States generally or in the communities we serve (in particular the Southeastern United States), including the effects of possible declines in property values, increases in unemployment rates, financial market disruptions and potential reductions of economic growth, which may adversely affect our lending and other businesses and our financial results and conditions. • Possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations, which could have a material adverse effect on our earnings. • Possible changes in market interest rates or capital markets could adversely affect our revenue and expense, the value of assets and obligations, and the availability and cost of capital and liquidity. • Any impairment of our goodwill or other intangibles, any repricing of assets, or any adjustment of valuation allowances on our deferred tax assets due to changes in law, adverse changes in the economic environment, declining operations of the reporting unit or other factors. • The effect of changes in tax laws, including the effect of any future interpretations of or amendments to Tax Reform, which may impact our earnings, capital ratios and our ability to return capital to stockholders. • Possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans and leases, including operating leases. • Changes in the speed of loan prepayments, loan origination and sale volumes, charge-offs, loan loss provisions or actual loan losses where our allowance for loan losses may not be adequate to cover our eventual losses. • Possible acceleration of prepayments on mortgage-backed securities due to low interest rates, and the related acceleration of premium amortization on those securities. • Loss of customer checking and savings account deposits as customers pursue other, higher-yield investments, which could increase our funding costs. • Possible changes in consumer and business spending and saving habits and the related effect on our ability to increase assets and to attract deposits, which could adversely affect our net income. • Our ability to effectively compete with other traditional and non-traditional financial services companies, some of whom possess greater financial resources than we do or are subject to different regulatory standards than we are. • Our inability to develop and gain acceptance from current and prospective customers for new products and services and the enhancement of existing products and services to meet customers’ needs and respond to emerging technological trends in a timely manner could have a negative impact on our revenue. • Our inability to keep pace with technological changes could result in losing business to competitors. • Changes in laws and regulations affecting our businesses, including legislation and regulations relating to bank products and services, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses. • Our ability to obtain a regulatory non-objection (as part of the CCAR process or otherwise) to take certain capital actions, including paying dividends and any plans to increase common stock dividends, repurchase common stock under current or future programs, or redeem preferred stock or other regulatory capital instruments, may impact our ability to return capital to stockholders and market perceptions of us • Our ability to comply with stress testing and capital planning requirements (as part of the CCAR process or otherwise) may continue to require a significant investment of our managerial resources due to the importance of such tests and requirements. • Our ability to comply with applicable capital and liquidity requirements (including, among other things, the Basel III capital standards), including our ability to generate capital internally or raise capital on favorable terms, and if we fail to meet requirements, our financial condition could be negatively impacted. • The effects of any developments, changes or actions relating to any litigation or regulatory proceedings brought against us or any of our subsidiaries. • The costs, including possibly incurring fines, penalties, or other negative effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement actions, or other legal actions to which we or any of our subsidiaries are a party, and which may adversely affect our results. • 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 execute on our strategic and operational plans, including our ability to fully realize the financial and non-financial benefits relating to our strategic initiatives. • The risks and uncertainties related to our acquisition or divestiture of businesses. • The success of our marketing efforts in attracting and retaining customers. 3
Forward-looking statements continued • Our ability to recruit and retain talented and experienced personnel to assist in the development, management and operation of our products and services may be affected by changes in laws and regulations in effect from time to time. • Fraud or misconduct by our customers, employees or business partners. • Any inaccurate or incomplete information provided to us by our customers or counterparties. • Inability of our framework to manage risks associated with our business such as credit risk and operational risk, including third-party vendors and other service providers, which could, among other things, result in a breach of operating or security systems as a result of a cyber attack or similar act or failure to deliver our services effectively. • Dependence on key suppliers or vendors to obtain equipment and other supplies for our business on acceptable terms. • The inability of our internal controls and procedures to prevent, detect or mitigate any material errors or fraudulent acts. • The effects of geopolitical instability, including wars, conflicts and terrorist attacks and the potential impact, directly or indirectly, on our businesses. • The effects of man-made and natural disasters, including fires, floods, droughts, tornadoes, hurricanes, and environmental damage (specifically in the Southeastern United States), which may negatively affect our operations and/or our loan portfolios and increase our cost of conducting business. The severity and impact of future earthquakes, fires, hurricanes, tornadoes, droughts, floods and other weather-related events are difficult to predict and may be exacerbated by global climate change. • Changes in commodity market prices and conditions could adversely affect the cash flows of our borrowers operating in industries that are impacted by changes in commodity prices (including businesses indirectly impacted by commodities prices such as businesses that transport commodities or manufacture equipment used in the production of commodities), which could impair their ability to service any loans outstanding to them and/or reduce demand for loans in those industries. • Our ability to identify and address cyber-security risks such as data security breaches, malware, “denial of service” attacks, “hacking” and identity theft, including account take-overs, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage to our systems, increased costs, losses, or adverse effects to our reputation. • Our ability to achieve our expense management initiatives. • Possible cessation or market replacement of LIBOR and the related effect on our LIBOR-based financial products and contracts, including, but not limited to, derivative products, debt obligations, deposits, investments, and loans. • Possible downgrades in our credit ratings or outlook could increase the costs of funding from capital markets. • The effects of a possible downgrade in the U.S. government’s sovereign credit rating or outlook, which could result in risks to us and general economic conditions that we are not able to predict. • The effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally could require us to change certain business practices, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses. • The effects of the failure of any component of our business infrastructure provided by a third party could disrupt our businesses, result in the disclosure of and/or misuse of confidential information or proprietary information, increase our costs, negatively affect our reputation, and cause losses. • Our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay dividends to shareholders. • Changes in accounting policies or procedures as may be required by the FASB or other regulatory agencies could materially affect our financial statements and how we report those results, and expectations and preliminary analyses relating to how such changes will affect our financial results could prove incorrect. • Other risks identified from time to time in reports that we file with the SEC. • Fluctuations in the price of our common stock and inability to complete stock repurchases in the time frame and/or on the terms anticipated. • The effects of any damage to our 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, 2019 as filed with the SEC. The words "future," “anticipates,” "assumes," “intends,” “plans,” “seeks,” “believes,” "predicts," "potential," "objectives," “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” "would," “will,” “may,” “might,” “could,” “should,” “can,” and similar terms and 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. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible to predict all of them. We assume no obligation and do not intend to update or revise any forward-looking statements that are made from time to time, either as a result of future developments, new information or otherwise, except as may be required by law. Regions’ Investor Relations contact is Dana Nolan at (205) 264-7040; Regions’ Media contact is Evelyn Mitchell at (205) 264-4551. 4