8-K/AAcquisitions & DispositionsExhibits & Filings

TRUIST FINANCIAL CORP 8-K/A Report, Acquisition Completed (Feb 22, 2010)

Filed February 22, 2010For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

This filing is an amendment (Amendment No. 2) to BB&T Corporation's (now Truist Financial Corp, TFC) previous Current Reports regarding its acquisition of Colonial Bank from the FDIC. The primary purpose of this amendment is to provide updated audited financial information related to the assets acquired and liabilities assumed, reflecting adjustments made since the prior filings. Investors should note that these fair value estimates are still preliminary and subject to further revision. The key takeaway is that following further evaluation, BB&T recorded a net decrease in goodwill of $157 million. This adjustment was primarily driven by an increase in the fair value of acquired loans, a significant increase in deferred tax assets, and a decrease in the FDIC loss-share indemnification asset. The company also outlines its intention to purchase certain premises and equipment from the FDIC and has finalized the assumption or repudiation of lease agreements.

Key Highlights

  • 1Amendment No. 2 provides updated audited financial data for the Colonial Bank acquisition, reflecting adjustments to asset and liability valuations.
  • 2A net decrease in goodwill of $157 million was recorded due to revised fair value estimates.
  • 3Acquired loans saw an approximate $141 million increase in fair value based on refined cash flow assumptions.
  • 4Deferred tax assets increased by $282 million, reflecting differences between financial statement carrying values and tax bases.
  • 5The FDIC loss-share indemnification asset decreased by $264 million due to revised future loss estimates.
  • 6BB&T exercised its option to purchase certain Colonial Bank premises and equipment valued at approximately $200 million, though this is still subject to final appraisal.
  • 7The company divested approximately $850 million in deposits and associated branches in Nevada to U.S. Bank.

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