BenefitsEmployee EngagementEnabling Technology

Regions Sells Strategic Outsourcing Inc. to Clarion Capital Partners

BIRMINGHAM, Ala.–(BUSINESS WIRE)–Aug. 3, 2005–Regions Financial Corporation (NYSE: RF) has sold a majority stake in Strategic Outsourcing Inc., a leading professional employer organization, to Clarion Capital Partners, LLC, a New York-based private equity firm, and to Strategic Outsourcing’s management team for approximately $70 million.

Clarion, a middle market private equity firm focused on growth-oriented businesses, funded the acquisition through a combination of equity and senior debt. Regions will retain slightly less than 10 percent ownership in the company.

“Our decision to sell majority ownership in Strategic Outsourcing is another that was made initially as part of our post-merger strategic planning efforts and is now coming to fruition,” said Regions President and Chief Executive Officer Jackson W. Moore. (Regions and Union Planters Corp. merged July 1, 2004; Union Planters had originally acquired Strategic Outsourcing in 2000.)

“As we have said before, moves such as this better enable Regions to focus on its core market businesses,” Moore said. “We are pleased that we were able to enter into this mutually beneficial arrangement.”

Strategic Outsourcing, based in Charlotte, N.C., provides human resources outsourcing to small and medium-sized businesses, allowing its clients to offer Fortune 500(C)-type benefits to their employees. The company specializes in payroll administration, safety and risk management, workers’ compensation, human resource administration, compliance and benefits administration. The company has more than 800 clients with some 32,000-plus worksite employees.

“With an increasing trend toward outsourcing non-core functions, small business owners continue to use professional employer organizations (PEOs) like Strategic Outsourcing to manage their human resource needs,” said Clarion Managing Partner Marc Utay. “There are more than 10 million small businesses in the United States today, and less than 3 percent of them utilize a PEO.

“Strategic Outsourcing is a terrific platform offering both organic growth and the opportunity for strategic acquisitions, and we look forward to building on the company’s prior success,” Utay said. “We are teaming up with one of the finest management groups in the industry.”

Strategic Outsourcing CEO Carl Guidice said the company is excited to have a new partner of the caliber of Clarion.

“With Clarion’s resources and guidance we will be able to accelerate our growth as an independent company,” Guidice said.

Regions was advised on the transaction by Morgan Keegan & Company Inc. and Alston & Bird, LLP. Clarion was advised by Raymond James and Associates and Paul, Weiss, Rifkind, Wharton & Garrison, LLP. Senior debt was structured and arranged by Guggenheim Corporate Funding, LLC, which served as collateral and administrative agent and Wachovia Bank, N.A., as revolving agent.

About Clarion Capital Partners
Clarion Capital Partners, LLC, is a New-York based private investment firm. The firm invests in the business services, consumer products, specialty retail, specialty financial services and niche media/entertainment industries. Current investments include U.S. Nursing Corporation, The Oceanaire Inc. and Great Northwest Insurance Company. Additional information about Clarion can be found at

About Regions Financial Corporation 
Regions Financial Corporation (NYSE: RF), headquartered in Birmingham, Ala., is a full-service provider of retail and commercial banking, trust, securities brokerage, mortgage, and insurance products and services. Regions had $85.3 billion in assets as of June 30, 2005, making it one of the nation’s Top 15 financial services providers. Regions’ banking subsidiary, Regions Bank (which does business in some locations as Union Planters Bank), operates some 1,400 offices and a 1,700-ATM network across a 15-state geographic footprint in the South, Midwest and Texas. Its investment and securities brokerage, trust and asset management division, Morgan Keegan & Company Inc., provides services from over 250 offices. Additional information about Regions, which is a member of both the Forbes and Fortune 500 and has one of the top mortgage companies in the United States, can be found at

Regions Corporate Media Relations Contact:
Kristi Lamont Ellis, 205-326-7179
Regions Corporate Investor Relations Contact:
Jenifer M. Goforth, 205-244-2823
Contact For Clarion Capital Partners:
Doug Donsky, Edelman, 212-704-4473

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