Summary
BB&T Corporation (now Truist Financial Corp. after its merger with SunTrust) announced a material definitive agreement to merge with National Penn Bancshares, Inc. in an 8-K filing dated August 19, 2015. The merger agreement, entered into on August 17, 2015, outlines the terms of a stock and cash transaction where National Penn will merge with and into BB&T, with BB&T as the surviving entity. This strategic move aims to expand BB&T's market presence and capabilities. National Penn shareholders will have the option to receive either $13.00 in cash or 0.3206 shares of BB&T common stock for each share of National Penn common stock they own, subject to proration if either the cash or stock option is oversubscribed. The total merger consideration is valued at approximately $550 million in cash and approximately 31.6 million shares of BB&T common stock, representing a 30% cash and 70% stock mix. The agreement includes customary representations, warranties, and covenants, and completion is contingent upon shareholder approval, regulatory approvals, and other closing conditions.
Key Highlights
- 1BB&T Corporation entered into a Merger Agreement with National Penn Bancshares, Inc. on August 17, 2015.
- 2The transaction is structured as a merger where National Penn will merge into BB&T.
- 3National Penn shareholders can elect to receive $13.00 in cash or 0.3206 shares of BB&T common stock per share (subject to proration).
- 4The aggregate merger consideration is approximately $550 million in cash and 31.6 million shares of BB&T common stock.
- 5The deal represents a 30% cash and 70% stock mix for the merger consideration.
- 6Completion of the merger is subject to customary conditions, including shareholder and regulatory approvals.
- 7National Penn may be required to pay a termination fee of $64.5 million to BB&T under certain circumstances.