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TRUIST FINANCIAL CORP 8-K Report, Material Agreement (Feb 13, 2019)

Filed February 13, 2019For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

This 8-K filing by TRUIST FINANCIAL CORP (then BB&T Corporation) on February 13, 2019, announces a material definitive agreement for a merger between BB&T Corporation and SunTrust Banks, Inc. This landmark transaction will create a leading financial institution. The merger is structured as SunTrust merging into BB&T, with BB&T as the surviving entity. SunTrust's common stock will be converted into BB&T common stock at an exchange ratio of 1.295 shares of BB&T for each share of SunTrust. Preferred stock and equity awards will also be converted based on this ratio. The filing details the leadership structure of the combined entity, with Kelly S. King of BB&T serving as Chairman and CEO initially, transitioning to Executive Chairman, and William H. Rogers, Jr. of SunTrust becoming President and COO, slated to become CEO later. The combined company's headquarters will be in Charlotte, North Carolina, with key business hubs in Atlanta, Georgia, and Winston-Salem, North Carolina. Completion of the merger is contingent on shareholder and regulatory approvals, among other customary conditions.

Key Highlights

  • 1Announcement of a definitive merger agreement between BB&T Corporation and SunTrust Banks, Inc.
  • 2SunTrust will merge with and into BB&T, with BB&T as the surviving entity.
  • 3SunTrust shareholders will receive 1.295 shares of BB&T common stock for each share of SunTrust common stock owned.
  • 4Establishment of a new leadership team and succession plan for the combined entity.
  • 5Designation of Charlotte, NC as the headquarters for the merged company.
  • 6The merger is subject to customary closing conditions, including shareholder and regulatory approvals.
  • 7A termination fee of $1.121 billion is stipulated under certain circumstances.

Frequently Asked Questions

This filing announces a material definitive agreement between BB&T Corporation and SunTrust Banks, Inc. to merge the two companies, outlining the key terms and conditions of this significant transaction.

SunTrust shareholders will receive 1.295 shares of BB&T Corporation common stock for each share of SunTrust common stock they own. Cash will be paid in lieu of fractional shares.

The filing indicates that BB&T will be the surviving entity. While the report refers to the 'surviving entity' and its management, it specifies that the headquarters of the surviving entity and the surviving bank will be located in Charlotte, North Carolina.

Completion of the merger is subject to several conditions, including the adoption of the merger agreement by shareholders of both BB&T and SunTrust, receipt of required regulatory approvals (Federal Reserve, FDIC, state banking regulators), listing of BB&T shares on the NYSE, and the effectiveness of the Form S-4 registration statement.