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CMA > SEC Filings for CMA > Form 8-K on 22-Jul-2014All Recent SEC Filings

Show all filings for COMERICA INC /NEW/

Form 8-K for COMERICA INC /NEW/


22-Jul-2014

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On July 22, 2014, Comerica Incorporated (the "Company"), completed the public offer and sale of $250,000,000 aggregate principal amount of its 3.800% Subordinated Notes due 2026 (the "Notes"). The Notes were issued pursuant to an Indenture dated May 1, 2003, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank, as trustee (the "Indenture"). The Notes were sold pursuant to an underwriting agreement, dated July 17, 2014 (the "Underwriting Agreement"), between the Company and J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., on behalf of themselves and the several underwriters named therein.

The Form of Global Note for the Notes and the Underwriting Agreement attached to this Current Report on Form 8-K as Exhibits 4.2 and 1.1, respectively, and the Indenture attached as Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "Commission") on May 6, 2003, are incorporated into this Item 8.01 by reference.

The Underwriting Agreement, the Indenture and the Notes are more fully described in the prospectus supplement, filed with the Commission on July 18, 2014, to the accompanying prospectus filed with the Commission on November 19, 2012, as part of the Company's Registration Statement on Form S-3ASR (File No. 333-185042) (the "Registration Statement").

The foregoing descriptions of the Underwriting Agreement, the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to Exhibits 1.1, 4.1 and 4.2.

This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents attached as Exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the Notes and such exhibits are hereby incorporated by reference into the Registration Statement.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                  Description

 1.1              Underwriting Agreement, dated July 17, 2014, between Comerica
                  Incorporated and J.P. Morgan Securities LLC and Deutsche Bank
                  Securities Inc., on behalf of themselves and the several
                  underwriters named therein

 4.1              Indenture, dated as of May 1, 2003, between Comerica Incorporated
                  and The Bank of New York Mellon Trust Company, N.A., as successor
                  to JPMorgan Chase Bank, as trustee (incorporated by reference to
                  Exhibit 4.1 of the Company's Report on Form 8-K, filed on May 6,
                  2003)

 4.2              Form of Global Note for the Registrant's 3.800% Subordinated
                  Notes due 2026

 5.1              Opinion of Wachtell, Lipton, Rosen & Katz

23.1              Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit
                  5.1)


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