Summary
On October 28, 2009, TRUIST FINANCIAL CORP (TFC), then operating as BB&T Corporation, announced the successful closing of a public offering of $325 million in aggregate principal amount of Enhanced Trust Preferred Securities through BB&T Capital Trust VII. This offering was further expanded by an over-allotment option exercised by the underwriters, bringing the total aggregate principal amount to $350 million ($325M + $25M). The net proceeds from this offering, after deducting underwriting commissions and expenses, are approximately $339.5 million. The capital raised through these securities was invested by the Trust into BB&T's Junior Subordinated Debentures. The company has provided a Guarantee Agreement, ensuring payment of distributions or redemption/liquidation amounts to the extent the Trust has sufficient funds. This filing primarily serves to report this financing event and associated documentation, including the underwriting agreement, supplemental indentures, trust agreement, and guarantee agreement.
Key Highlights
- 1BB&T Corporation (now Truist Financial Corp) closed a public offering of Enhanced Trust Preferred Securities for $325 million.
- 2An over-allotment option was exercised by underwriters, increasing the total offering to $350 million.
- 3Net proceeds from the offering are approximately $339.45 million after fees and expenses.
- 4The capital raised was invested by BB&T Capital Trust VII into the company's Junior Subordinated Debentures.
- 5BB&T Corporation provided a Guarantee Agreement for the securities, contingent on the Trust having sufficient funds.
- 6The transaction involved multiple entities including the company, BB&T Capital Trust VII, various underwriters, and U.S. Bank National Association as trustee.