8-KMaterial AgreementsExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Material Agreement (Nov 17, 2014)

Filed November 17, 2014For Securities:TFCTFC-POTFC-PRTFC-PI

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.

Frequently Asked Questions

This 8-K filing is to announce a material definitive agreement between BB&T Corporation and Susquehanna Bancshares, Inc. for a merger. It details the terms of the agreement, the structure of the transaction, and the conditions required for its completion.

Susquehanna shareholders will receive 0.253 shares of BB&T common stock and $4.05 in cash for each share of Susquehanna common stock they own.

Yes, the agreement includes provisions for the appointment of William J. Reuter (current Chairman and CEO of Susquehanna) and Christine Sears (a current Susquehanna director) to BB&T's Board of Directors, subject to BB&T's standard governance policies.

The completion of the merger is contingent upon several factors, including the adoption of the merger agreement by Susquehanna shareholders, approval from relevant regulatory bodies (like the Federal Reserve Board and FDIC), listing approval for BB&T shares on the NYSE, and the absence of any legal impediments to the transaction.