Simpson Thacher represented the underwriters, led by Goldman, Sachs & Co. and J.P. Morgan Securities Inc., in connection with registered public offerings by Regions Financial Corporation of $1.84 billion of common stock and $250 million of 10% Mandatory Convertible Preferred Stock, Series B.
Regions Financial Corporation is the parent company of the ninth largest bank in the United States, Regions Bank, which is based in Birmingham, Alabama. The cash offerings represent significant steps by Regions towards satisfying the requirement of the Federal Reserve that Regions increase its Tier 1 common equity by $2.5 billion, based on the Federal Reserve's recently completed Supervisory Capital Assessment Program, the so-called “stress test”.
Simultaneously with the commencement of the cash offerings, Regions commenced an exchange offer, offering to exchange up to 110 million shares of its common stock for outstanding 6.625% Trust Preferred Securities issued by Regions Financing Trust II. The number of shares issuable per $1,000 liquidation amount of Trust Preferred Securities will be determined based on a formula. Simpson Thacher is representing the dealer managers for the exchange offer, Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
The Simpson Thacher team working on these transactions includes John Lobrano, Lee Meyerson, Maripat Alpuche, Bryan Yoon, Alex Delacruz, Hayley Urkevich and Jeremy Barr (Corporate), Andrew Pagliughi (FINRA and Blue Sky), Marcy Geller, Jonathan Cantor and Amie Broder (Tax) and Rachel Berry, Jeanne Annarumma and Paula Han (Executive Compensation and Employee Benefits).