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TRUIST FINANCIAL CORP 8-K Report, Bylaw Amendment (May 1, 2013)

Filed May 1, 2013For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

BB&T Corporation (now Truist Financial Corp) filed this 8-K on May 1, 2013, to report on the closing of a significant capital raise. The company successfully sold 20,000,000 depositary shares, each representing a 1/1000th interest in its Series G Non-Cumulative Perpetual Preferred Stock. This transaction aimed to bolster the company's capital base, a crucial move for financial institutions, especially in the post-2008 financial crisis era. The filing also details amendments to BB&T's Articles of Incorporation to formally establish the terms of this Series G Preferred Stock. The robust underwriting syndicate, including major financial institutions like Merrill Lynch, Deutsche Bank, Morgan Stanley, UBS, and Wells Fargo, suggests a well-executed offering. Investors would view this as a positive step for financial flexibility and stability.

Key Highlights

  • 1BB&T Corporation successfully closed the sale of 20,000,000 depositary shares representing Series G Non-Cumulative Perpetual Preferred Stock.
  • 2Each depositary share represents a 1/1000th interest in a share of the Company's Preferred Stock, with a liquidation preference of $25,000 per share.
  • 3The offering was underwritten by a syndicate of prominent financial institutions, including Merrill Lynch, Deutsche Bank Securities, Morgan Stanley, UBS Securities, and Wells Fargo Securities.
  • 4Articles of Amendment were filed to formally define the designations, preferences, limitations, and relative rights of the Series G Preferred Stock.
  • 5The transaction effectively increased BB&T's capital base.
  • 6This filing also incorporates relevant documents such as the Underwriting Agreement, Deposit Agreement, and legal opinions by reference into a previously effective registration statement.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the closing of a public offering of 20,000,000 depositary shares, which represent the company's Series G Non-Cumulative Perpetual Preferred Stock. This action was taken to strengthen the company's capital structure.

Depositary shares are essentially certificates representing ownership in a portion of preferred stock. In this case, each depositary share represents a 1/1000th interest in one share of BB&T's Series G Non-Cumulative Perpetual Preferred Stock. This structure is often used to make high-denomination preferred stock more accessible to a wider range of investors.

Issuing preferred stock can be a way for a company to raise capital without diluting common shareholders' equity. For investors, preferred stock typically offers a fixed dividend payment, which can provide a steady income stream, and it ranks higher than common stock in liquidation. However, it usually doesn't carry the same voting rights as common stock.

The offering was underwritten by a significant group of financial institutions, including Merrill Lynch, Pierce, Fenner & Smith Incorporated (acting as representatives), BB&T Capital Markets (a division of BB&T Securities, LLC), Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, and Wells Fargo Securities, LLC.