8-KOther EventsExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Corporate Update (Mar 21, 2017)

Filed March 21, 2017For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

On March 21, 2017, BB&T Corporation (now Truist Financial Corp.) filed an 8-K report to disclose the issuance and sale of senior notes totaling $1.35 billion. This debt offering consisted of $1 billion in 2.750% Fixed Rate Medium-Term Notes, Series E, due April 1, 2022, and $350 million in Floating Rate Medium-Term Notes, Series E, also due April 1, 2022. The issuance was conducted under a previously filed registration statement on Form S-3. The filing also includes legal opinions from Squire Patton Boggs (US) LLP and BB&T's Senior Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer, confirming the validity of the notes. This action indicates BB&T's strategy to bolster its capital structure through debt financing.

Key Highlights

  • 1BB&T Corporation issued $1.35 billion in senior notes on March 21, 2017.
  • 2The issuance comprises $1 billion in fixed-rate notes with a 2.750% coupon, maturing April 1, 2022.
  • 3An additional $350 million in floating-rate notes, maturing April 1, 2022, were also issued.
  • 4The notes were registered under a Form S-3 registration statement previously filed with the SEC.
  • 5Legal opinions from external counsel and internal general counsel were provided to validate the notes.
  • 6This event signifies a capital-raising activity by BB&T Corporation through the debt markets.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report BB&T Corporation's issuance and sale of $1.35 billion in aggregate principal amount of senior notes, divided into fixed-rate and floating-rate tranches, to the public.

BB&T issued $1 billion of 2.750% Medium-Term Notes, Series E (Senior), due April 1, 2022, and $350 million of Floating Rate Medium-Term Notes, Series E (Senior), due April 1, 2022. The total aggregate principal amount is $1.35 billion.

The notes were issued and sold pursuant to a registration statement on Form S-3 (File No. 333-197375) that BB&T Corporation had previously filed with the Securities and Exchange Commission.

The filing includes legal opinions from Squire Patton Boggs (US) LLP and Robert J. Johnson, Jr. (Senior Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer of BB&T Corporation) concerning the validity of the Notes, along with their consents.