What is the purpose of the Series H Non-Cumulative Perpetual Preferred Stock?

The Series H Non-Cumulative Perpetual Preferred Stock, as detailed in the Articles of Amendment, establishes specific designations, preferences, limitations, and relative rights for this class of stock. This ensures clarity for investors regarding its terms and the company's obligations.

What does it mean that the depositary shares are 'non-cumulative'?

Non-cumulative means that if the company skips a dividend payment on the Series H Preferred Stock in any given period, that missed dividend is not carried forward to future periods. Future dividend payments are contingent on the company's declaration and available funds at that time, without obligation to make up for prior missed payments.

Who were the underwriters for this offering?

The underwriters for this offering included Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets (a division of BB&T Securities, LLC), Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, and Wells Fargo Securities, LLC, acting as representatives of the underwriters.

What is the role of Computershare Inc. and Computershare Trust Company, N.A. in this transaction?

Computershare Inc. and Computershare Trust Company, N.A. serve as the depositary for the depositary shares. They manage the issuance and administration of the depositary receipts, which represent fractional ownership of the underlying Series H Preferred Stock.

TRUIST FINANCIAL CORP 8-K: Corporate Changes

Summary

This Form 8-K filing by BB&T Corporation (now Truist Financial Corp.) on March 8, 2016, details important corporate actions related to its capital structure. Specifically, the company filed Articles of Amendment to its Articles of Incorporation to define the terms of its Series H Non-Cumulative Perpetual Preferred Stock. This filing also announced the successful closing of a sale of 17,000,000 depositary shares, each representing a fraction of this newly defined preferred stock.

Key Highlights

1BB&T Corporation filed an amendment to its Articles of Incorporation to formally establish the Series H Non-Cumulative Perpetual Preferred Stock.
2The company completed the sale of 17,000,000 depositary shares representing ownership in the Series H Preferred Stock.
3Each depositary share represents 1/1,000th of a share of the Series H Preferred Stock.
4The sale was conducted under a registration statement filed earlier, indicating prior regulatory approval for the offering.
5Key underwriting and depositary agreements, along with legal opinions, are included as exhibits to this filing.
6This event signifies a move by BB&T to raise capital through preferred stock issuance, impacting its capital base.

TRUIST FINANCIAL CORP 8-K Report, Bylaw Amendment (Mar 9, 2016)

Summary

Key Highlights

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