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.

Frequently Asked Questions

This 8-K filing primarily serves to officially report the completion of BB&T Corporation's acquisition of The Bank of Kentucky Financial Corporation (BKYF) through a merger, which occurred on June 19, 2015.

Holders of BKYF's common stock received 1.0126 shares of BB&T Corporation's common stock and $9.40 in cash for each share they owned, subject to certain exclusions like shares held by BB&T or those seeking appraisal rights.

All of BKYF's outstanding stock options, restricted stock unit awards, and shares of restricted stock became fully vested immediately prior to the merger closing. These awards were then cancelled and the holders became entitled to receive cash consideration, calculated based on the merger consideration, as specified in the merger agreement.

While this filing doesn't explicitly detail the impact, the completion of the merger signifies BB&T's successful execution of its growth strategy. Acquisitions of this nature typically aim to expand market share, enhance customer base, and potentially lead to cost synergies, which are generally viewed positively by investors.