What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to report on the amendment of BB&T Corporation's Articles of Incorporation concerning its Series D Non-Cumulative Perpetual Preferred Stock and to announce the closing of the sale of Depositary Shares representing this preferred stock.

What are Depositary Shares and how do they relate to the Preferred Stock?

Depositary Shares are securities that represent ownership of a fraction of a share of a company's preferred stock. In this case, each Depositary Share represents 1/1,000th of a share of BB&T's Series D Non-Cumulative Perpetual Preferred Stock. They are used to make the preferred stock more accessible to a wider range of investors.

What does 'Non-Cumulative' mean for this preferred stock?

'Non-Cumulative' means that if the company misses a dividend payment on this preferred stock, that missed dividend is lost forever and does not accumulate to be paid at a later date. This contrasts with cumulative preferred stock, where missed dividends must be paid before common stockholders can receive dividends.

What is the significance of the 'liquidation preference' mentioned?

The liquidation preference of $25,000 per share indicates the amount that holders of this Series D Preferred Stock would be entitled to receive, on a per-share basis, before any distribution of assets is made to common stockholders in the event of the company's liquidation or winding up.

TRUIST FINANCIAL CORP 8-K: Corporate Changes

Summary

BB&T Corporation (now Truist Financial Corp) filed an 8-K on May 1, 2012, to report on significant corporate actions related to its Series D Non-Cumulative Perpetual Preferred Stock. On April 27, 2012, the company amended its Articles of Incorporation to define the specific terms, preferences, and limitations of this preferred stock. This was followed by the successful closing on May 1, 2012, of the sale of 23,000,000 Depositary Shares, each representing a fraction of a share of this preferred stock. This offering was conducted under a previously effective registration statement and involved a syndicate of underwriters including Merrill Lynch, Deutsche Bank Securities, and Wells Fargo Securities. The filing details the Underwriting Agreement, the Articles of Amendment, the Deposit Agreement with Computershare, and related legal opinions. For investors, this signals a capital raise activity through the issuance of preferred equity, which could impact the company's capital structure and future dividend payouts.

Key Highlights

1BB&T Corporation amended its Articles of Incorporation to define terms for Series D Non-Cumulative Perpetual Preferred Stock on April 27, 2012.
2The company successfully closed the sale of 23,000,000 Depositary Shares representing ownership of Series D Preferred Stock on May 1, 2012.
3Each Depositary Share represents 1/1,000th of a share of the company's Preferred Stock.
4The offering was registered under a Form S-3 registration statement that became effective on July 13, 2011.
5Key documents filed include the Underwriting Agreement, Articles of Amendment, Deposit Agreement, Depositary Receipt form, and legal opinions.
6The underwriters included prominent financial institutions such as Merrill Lynch, Deutsche Bank Securities, and Wells Fargo Securities.
7This filing indicates a capital-raising event for BB&T through the issuance of preferred equity.

TRUIST FINANCIAL CORP 8-K Report, Bylaw Amendment (May 1, 2012)

Summary

Key Highlights

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