8-K/AAcquisitions & DispositionsExhibits & Filings

TRUIST FINANCIAL CORP 8-K/A Report, Acquisition Completed (Oct 21, 2009)

Filed October 21, 2009For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

This 8-K/A filing from TRUIST FINANCIAL CORP (TFC), formerly BB&T Corporation, provides an amendment to a previous filing regarding the acquisition of substantially all assets and liabilities of Colonial Bank. The amendment details the preliminary fair values of acquired assets and assumed liabilities as of August 14, 2009, with final figures subject to adjustment. Key to this acquisition is the significant loss-sharing agreement with the FDIC, which mitigates BB&T's exposure to potential losses on acquired loans and other assets. The FDIC will reimburse BB&T for a substantial portion of losses incurred on covered assets, significantly reducing BB&T's direct risk. The transaction is expected to be accretive to BB&T's earnings, driven by the acquisition of core deposits and the FDIC's financial support. While the acquisition increases BB&T's asset and deposit base, the company has also agreed to sell certain Nevada branches and deposits acquired from Colonial Bank to U.S. Bank. BB&T's capital ratios remain strong post-acquisition, indicating a well-capitalized position.

Key Highlights

  • 1BB&T Corporation (now Truist) acquired substantially all assets and liabilities of Colonial Bank via its subsidiary Branch Banking and Trust Company.
  • 2The acquisition involved approximately $19.1 billion in assets acquired and $23.2 billion in liabilities assumed, with significant FDIC indemnification.
  • 3A substantial loss-sharing agreement with the FDIC covers certain loans, OREO, and securities, with the FDIC reimbursing 80% or 95% of losses above a certain threshold.
  • 4BB&T recorded $690 million in goodwill and $176 million in core deposit intangibles related to the acquisition.
  • 5The company is selling approximately $800 million in deposits and certain branches in Nevada, acquired from Colonial Bank, to U.S. Bank.
  • 6The acquisition is expected to have an immediate positive impact on BB&T's earnings due to deposit growth and FDIC support.
  • 7BB&T's capital ratios remained strong and well-capitalized following the acquisition.

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