8-KOther EventsExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Corporate Update (Jul 28, 2009)

Filed July 28, 2009For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

BB&T Corporation (now Truist Financial Corp.) announced the closing of a public offering for $500 million of its Enhanced Trust Preferred Securities through its statutory trust, BB&T Capital Trust VI. An additional $75 million in securities were purchased by underwriters to cover over-allotments. The net proceeds from this offering, after fees and expenses, amounted to approximately $557.5 million. These funds were raised by the trust and subsequently invested by the trust into BB&T's Junior Subordinated Debentures. The company has provided a guarantee for payments related to these securities, but this guarantee is contingent upon the trust having sufficient funds available. This move reflects BB&T's strategy to bolster its capital structure. The transaction involved various agreements, including an underwriting agreement, a fifth supplemental indenture for the subordinated debentures, an amended and restated trust agreement, and a guarantee agreement.

Key Highlights

  • 1BB&T Corporation successfully closed a public offering of $500 million in Enhanced Trust Preferred Securities via BB&T Capital Trust VI.
  • 2Underwriters exercised an option to purchase an additional $75 million in securities, bringing the total offering size to $575 million.
  • 3Net proceeds from the offering, after expenses, are approximately $557.5 million.
  • 4The proceeds were used by the trust to purchase BB&T's Junior Subordinated Debentures.
  • 5BB&T provided a guarantee for payments on the securities, subject to the trust having sufficient funds.
  • 6The issuance is part of BB&T's capital raising efforts to strengthen its financial position.
  • 7The offering and related agreements were registered under a Form S-3 shelf registration statement.

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