8-KAcquisitions & DispositionsOther EventsExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Acquisition Completed (Jun 22, 2015)

Filed June 22, 2015For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

On June 19, 2015, BB&T Corporation (now Truist Financial Corp, TFC) successfully completed its acquisition of The Bank of Kentucky Financial Corporation (BKYF) through a merger. This strategic move involved BKYF merging into BB&T, and The Bank of Kentucky, Inc. merging into Branch Banking and Trust Company. The transaction was completed under the terms of an Agreement and Plan of Merger dated September 5, 2014. This acquisition is significant for BB&T as it represents the culmination of a previously announced strategic initiative to expand its market presence. Investors should note that BKYF common stock holders received a combination of BB&T common stock and cash, totaling 1.0126 shares of BB&T common stock and $9.40 in cash per share, for most outstanding shares. This exchange is expected to be accretive to BB&T's earnings and enhance its overall financial profile.

Key Highlights

  • 1Completion of the acquisition of The Bank of Kentucky Financial Corporation (BKYF) by BB&T Corporation on June 19, 2015.
  • 2BKYF was merged into BB&T, and its subsidiary bank, The Bank of Kentucky, Inc., was merged into BB&T's subsidiary, Branch Banking and Trust Company.
  • 3The merger consideration for BKYF common stock holders was 1.0126 shares of BB&T common stock and $9.40 in cash per share.
  • 4Existing BKYF stock options, restricted stock units, and shares of restricted stock became fully vested and were converted to cash consideration upon closing.
  • 5The transaction was executed under the terms of the Agreement and Plan of Merger dated September 5, 2014.
  • 6BB&T Corporation issued a press release on June 22, 2015, to announce the completion of the merger.

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