Summary
This 8-K filing by BB&T Corporation (the predecessor to Truist Financial Corp) on October 31, 2012, primarily announces the successful closing of the sale of 18,000,000 Depositary Shares. Each Depositary Share represents a fractional ownership (1/1,000th) of the Company's Series F Non-Cumulative Perpetual Preferred Stock. This offering was conducted under a previously effective registration statement, indicating a strategic move by BB&T to bolster its capital structure or fund operations through preferred equity. The filing also details the amendment of the company's Articles of Incorporation on October 29, 2012, to specifically define the terms and rights associated with this Series F Preferred Stock. Investors should note that this filing pertains to an event from October 2012, prior to the eventual merger that created Truist Financial Corporation. The inclusion of the underwriting agreement and depositary agreements highlights the structured nature of this capital raise.
Key Highlights
- 1BB&T Corporation successfully closed the sale of 18,000,000 Depositary Shares on October 31, 2012.
- 2Each Depositary Share represents 1/1,000th ownership of BB&T's Series F Non-Cumulative Perpetual Preferred Stock.
- 3The Preferred Stock has a liquidation preference of $25,000 per share.
- 4The offering was registered under a Form S-3 registration statement effective since July 13, 2011.
- 5Articles of Amendment were filed on October 29, 2012, to establish the specific terms of the Series F Preferred Stock.
- 6The filing includes details of the Underwriting Agreement with a syndicate of investment banks, led by Merrill Lynch, Pierce, Fenner & Smith Incorporated.
- 7A Deposit Agreement with Computershare Inc. and Computershare Trust Company, N.A. as depositary was established for the Depositary Shares.