8-KLeadership ChangesAcquisitions & DispositionsOther Events+1

TRUIST FINANCIAL CORP 8-K Report, Acquisition Completed (Aug 3, 2015)

Filed August 3, 2015For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

This 8-K filing from BB&T Corporation (now Truist Financial Corp.) on August 3, 2015, officially reports the completion of its acquisition of Susquehanna Bancshares, Inc. The merger, effective August 1, 2015, was completed on July 31, 2015. Investors should note that Susquehanna was merged into BB&T, with BB&T as the surviving entity, and Susquehanna Bank was merged into Branch Banking and Trust Company. The transaction involved a stock and cash component, where Susquehanna shareholders received 0.253 shares of BB&T common stock and $4.05 in cash for each share of Susquehanna common stock. The filing also details the treatment of Susquehanna's stock options and restricted stock awards, which were vested and converted according to the terms of the merger agreement. Additionally, the filing announces the appointment of former Susquehanna executives to BB&T's board of directors.

Key Highlights

  • 1BB&T Corporation has officially completed its merger with Susquehanna Bancshares, Inc., effective August 1, 2015.
  • 2Susquehanna Bancshares, Inc. was merged into BB&T Corporation, with BB&T continuing as the surviving entity.
  • 3Susquehanna Bank was merged into Branch Banking and Trust Company, a subsidiary of BB&T.
  • 4Susquehanna shareholders received 0.253 shares of BB&T common stock and $4.05 in cash per share of Susquehanna common stock.
  • 5Outstanding Susquehanna stock options were converted into options to purchase BB&T common stock.
  • 6Susquehanna's restricted stock awards and units were fully vested and cancelled, entitling holders to cash consideration.
  • 7Two former Susquehanna executives, William J. Reuter and Christine Sears, have been appointed to BB&T's Board of Directors.

Frequently Asked Questions

This filing is significant as it formally announces the completion of the merger between BB&T and Susquehanna Bancshares. This means the integration of Susquehanna's operations, assets, and liabilities into BB&T is now official, which will impact BB&T's future financial performance, market presence, and strategic direction.

Susquehanna shareholders received a combination of BB&T common stock and cash. Specifically, each share of Susquehanna common stock was converted into 0.253 shares of BB&T common stock and $4.05 in cash.

All outstanding Susquehanna stock options fully vested and were converted into options to purchase BB&T common stock, with adjustments to the exercise price and number of shares as specified in the merger agreement. Susquehanna's restricted stock awards and units also fully vested and were cancelled, with holders entitled to receive cash consideration based on the merger terms.

Yes, the filing indicates that two former executives from Susquehanna, William J. Reuter (former Chairman and CEO) and Christine Sears (former director), have been appointed as directors of BB&T, subject to BB&T's standard board policies.