Summary
This 8-K filing from BB&T Corporation (now Truist Financial Corp.) on November 17, 2014, announces a material definitive agreement for the merger between BB&T and Susquehanna Bancshares, Inc. The transaction, structured as a stock and cash deal, will see Susquehanna merge into BB&T, with Susquehanna's bank subsidiary merging into BB&T's bank subsidiary. This strategic move is designed to expand BB&T's geographic footprint and operational capabilities. Key details for investors include the exchange ratio for Susquehanna shareholders, which is 0.253 shares of BB&T common stock plus $4.05 in cash per share of Susquehanna common stock. The filing also outlines customary closing conditions, regulatory approvals required, and termination clauses, including an $85 million termination fee payable by Susquehanna under certain circumstances. The merger is anticipated to be a tax-free reorganization for Susquehanna shareholders, subject to counsel opinion.
Key Highlights
- 1BB&T Corporation entered into an Agreement and Plan of Merger with Susquehanna Bancshares, Inc. on November 11, 2014.
- 2The merger will combine BB&T and Susquehanna, with BB&T being the surviving entity and Branch Banking and Trust Company (BB&T's subsidiary) surviving the bank merger.
- 3Susquehanna shareholders will receive 0.253 shares of BB&T common stock and $4.05 in cash for each share of Susquehanna common stock.
- 4The transaction is structured to be a tax-free reorganization for Susquehanna shareholders, subject to certain conditions.
- 5Key executives from Susquehanna, including its CEO and a director, are expected to join BB&T's Board of Directors.
- 6The merger is subject to customary closing conditions, including shareholder approval from Susquehanna, regulatory approvals (Federal Reserve, FDIC), and listing approval from the NYSE.
- 7Susquehanna may be required to pay a termination fee of $85 million to BB&T under specific circumstances outlined in the merger agreement.