SEC Filing Summary: Regions Financial Corp (8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Regions Financial Corporation on March 14, 2012, reporting an event that occurred on March 19, 2012. The filing details a significant capital raising event involving the issuance of common stock.
Key Financial Metrics
- Shares Issued: 152,900,000 shares of common stock.
- Offering Price: $5.90 per share to the public.
- Gross Proceeds: Approximately $900 million (before underwriting discounts, commissions, and other expenses).
- Par Value: $0.01 per share.
Material Changes
The primary material change reported is the expansion of the company's equity base through the sale of 152.9 million shares. This transaction was executed pursuant to an Underwriting Agreement dated March 14, 2012, and utilized the Company's automatic shelf registration statement on Form S-3 (Registration No. 333-165056).
Guidance, Outlook, and Risks
The filing does not provide specific forward-looking guidance, management commentary on future performance, or a discussion of risks and contingencies beyond the standard disclosure of the offering mechanics. The filing notes that underwriting discounts and commissions were payable by the Company, though specific amounts are not detailed in this text.
Key Facts for Investor Verification
- Verify the net proceeds after deducting underwriting discounts and commissions, as only gross proceeds ($900 million) are stated.
- Confirm the dilution impact of the 152.9 million new shares on existing shareholders.
- Review the attached Underwriting Agreement (Exhibit 1.1) for details on lock-up periods and underwriter commitments.
- Check subsequent filings for the specific use of proceeds from this offering.