8-KOther EventsExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Corporate Update (Dec 8, 2014)

Filed December 8, 2014For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

BB&T Corporation (now Truist Financial Corp) announced on December 8, 2014, the successful issuance and sale of $1.5 billion in aggregate principal amount of senior notes. This offering consisted of $1.3 billion of 2.450% Fixed Rate Notes due January 15, 2020, and $200 million of Floating Rate Notes also due January 15, 2020. This issuance was made under a previously filed registration statement on Form S-3, indicating that the company was leveraging established shelf registrations for capital raising. The filing also includes legal opinions from O’Melveny & Myers LLP and BB&T's internal General Counsel, confirming the validity of the issued notes. For investors, this action signals proactive capital management and a commitment to maintaining liquidity and financial flexibility.

Key Highlights

  • 1Issuance of $1.5 billion in aggregate principal amount of senior notes.
  • 2The offering included $1.3 billion in fixed-rate notes with a 2.450% coupon due January 15, 2020.
  • 3The offering also included $200 million in floating-rate notes due January 15, 2020.
  • 4Notes were issued under a Form S-3 registration statement (File No. 333-197375).
  • 5Legal opinions from external counsel (O’Melveny & Myers LLP) and internal counsel were filed, confirming note validity.
  • 6The filing was made by BB&T Corporation, which later became Truist Financial Corp.

Frequently Asked Questions

This Form 8-K was filed to report on the issuance and sale of $1.5 billion in senior notes by BB&T Corporation, detailing the terms of the fixed and floating rate notes.

BB&T Corporation issued $1.3 billion of 2.450% Fixed Rate Medium-Term Notes, Series E (Senior), due January 15, 2020, and $200 million of Floating Rate Medium-Term Notes, Series E (Senior), due January 15, 2020.

No, the notes were registered under a Form S-3 registration statement previously filed with the SEC (File No. 333-197375), indicating the use of a shelf registration.

Legal opinions from O’Melveny & Myers LLP and BB&T's Senior Executive Vice President, General Counsel were filed to provide assurance regarding the legal validity and enforceability of the Notes being issued.