8-K/AOther Events

TRUIST FINANCIAL CORP 8-K/A Report (Nov 13, 2001)

Filed November 13, 2001For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

This filing is an amendment to BB&T Corporation's (now Truist Financial Corp.) Current Report on Form 8-K, originally filed on November 8, 2001. The primary purpose of this amendment is to provide corrected information and officially announce the definitive agreement to acquire MidAmerica Bancorp of Louisville, Kentucky. The acquisition, valued at approximately $372.4 million, represents a strategic move for BB&T to significantly expand its presence in the attractive Louisville market. The merger with MidAmerica Bancorp, combined with a concurrently announced acquisition of AREA Bancshares Corporation, was designed to bolster BB&T's position in Kentucky. The combined entity aimed to become the fourth largest bank in the state by market share, aligning with BB&T's strategy to be a top-five player in all its markets. The transaction was structured to offer MidAmerica shareholders a combination of BB&T stock and cash, with the terms subject to potential adjustments related to ongoing legal proceedings involving MidAmerica.

Key Highlights

  • 1BB&T Corporation announced a definitive agreement to acquire MidAmerica Bancorp for approximately $372.4 million.
  • 2The acquisition was valued at $32.57 per MidAmerica share, consisting of $8.13 in cash and 0.7187 shares of BB&T stock.
  • 3This acquisition aims to establish a significant presence for BB&T in the economically vibrant Louisville, Kentucky market.
  • 4Combined with the concurrent acquisition of AREA Bancshares, BB&T planned to become the fourth-largest bank in Kentucky by market share.
  • 5The deal is expected to be completed in the second quarter of 2002, pending shareholder and regulatory approvals.
  • 6BB&T anticipates achieving approximately $10.2 million (20%) in annual cost savings from the integration of MidAmerica Bancorp.
  • 7The transaction is projected to be accretive to BB&T's earnings per share, starting in 2002 on a cash basis and GAAP basis by 2002 (pro forma for the filing's assumptions).

Frequently Asked Questions

This filing is an amendment to a previously filed 8-K. Its primary purpose is to announce the signing of a definitive agreement for BB&T Corporation to acquire MidAmerica Bancorp and to provide corrected information, particularly regarding the assumptions underlying the transaction.

The acquisition of MidAmerica Bancorp is valued at approximately $372.4 million. The per-share consideration for MidAmerica shareholders is $32.57, composed of $8.13 in cash and 0.7187 shares of BB&T Corporation stock.

The acquisition is strategically aligned with BB&T's goal of expanding its presence in contiguous states and high-growth markets. Specifically, it provides BB&T with a significant entry into the attractive Louisville, Kentucky market, enhancing its market share and operational footprint in the state.

The acquisition is expected to be completed in the second quarter of 2002. It is subject to the approval of MidAmerica Bancorp shareholders and customary banking regulatory approvals.

BB&T projects approximately $10.2 million in annual cost savings, representing about 20% of MidAmerica Bancorp's expense base, to be realized within the first 12 months post-conversion. The merger is also anticipated to be accretive to BB&T's earnings per share, with cash basis EPS accretive in the first year and GAAP EPS accretive by the second year.