Regions Bank 2011 Annual Report Download - page 63

approximately $930 million. The transaction is expected to close around the end of the first quarter of 2012,
subject to customary conditions including the receipt of required regulatory approvals and customary closing
conditions. We expect to receive a pre-closing dividend of $250 million from Morgan Keegan, bringing our total
proceeds from the sale to approximately $1.18 billion, subject to adjustment.
The cash purchase price calculated under the Stock Purchase Agreement is subject to adjustment based on
(1) the tangible book value of Morgan Keegan as of the closing of the transaction and (2) retention of Morgan
Keegan employees through the date 90 days after closing of the transaction (the “Measurement Date”). If a
significant number of Morgan Keegan employees leave prior to the Measurement Date or if the tangible book
value of Morgan Keegan declines, the purchase price for Morgan Keegan that we receive under the Stock
Purchase Agreement may be decreased.
Risks Related to Our Common Stock
The market price of shares of our common stock will fluctuate.
The market price of our common stock could be subject to significant fluctuations due to a change in
sentiment in the market regarding our operations or business prospects. Such risks may be affected by:
• Operating results that vary from the expectations of management, securities analysts and investors;
• Developments in our business or in the financial sector generally;
• Regulatory changes affecting our industry generally or our business and operations;
• The operating and securities price performance of companies that investors consider to be comparable
to us;
• Announcements of strategic developments, acquisitions and other material events by us or our
competitors;
• Expectations of or actual equity dilution;
• Changes in the credit, mortgage and real estate markets, including the markets for mortgage-related
securities; and
• Changes in global financial markets, global economies and general market conditions, such as interest
or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.
Stock markets in general and our common stock in particular have shown considerable volatility in the
recent past. The market price of our common stock may continue to be subject to similar fluctuations unrelated to
our operating performance or prospects. Increased volatility could result in a decline in the market price of our
common stock.
We are a holding company and depend on our subsidiaries for dividends, distributions and other payments.
We are a legal entity separate and distinct from our banking and other subsidiaries. Our principal source of
cash flow, including cash flow to pay dividends to our stockholders and principal and interest on our outstanding
debt, is dividends from Regions Bank. There are statutory and regulatory limitations on the payment of dividends
by Regions Bank to us, as well as by us to our stockholders. Regulations of both the Federal Reserve and the
State of Alabama affect the ability of Regions Bank to pay dividends and other distributions to us and to make
loans to us. If Regions Bank is unable to make dividend payments to us and sufficient cash or liquidity is not
otherwise available, we may not be able to make dividend payments to our common and preferred stockholders
or principal and interest payments on our outstanding debt. See the “Stockholders’ Equity” section of Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operation” of this Annual Report
on Form 10-K. In addition, our right to participate in a distribution of assets upon a subsidiary’s liquidation or
reorganization is subject to the prior claims of the subsidiary’s creditors.
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