8-KOther EventsExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Corporate Update (Aug 27, 2019)

Filed August 27, 2019For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

This 8-K filing from Truist Financial Corp (TFC), filed on August 27, 2019, provides crucial updates regarding the previously announced merger between BB&T Corporation and SunTrust Banks, Inc. The primary purpose of this report is to incorporate key financial information into registration statements related to the merger. Investors should note that this filing includes historical unaudited financial statements for SunTrust as of June 30, 2019, and for the six-month periods ended June 30, 2019, and 2018. Additionally, it presents unaudited pro forma combined financial statements for the merged entity, reflecting the expected financial position and performance as if the merger had been completed. The merger, which is expected to close in late Q3 or Q4 2019, remains subject to customary closing conditions, including regulatory approvals. The inclusion of this detailed financial data is essential for investors to assess the financial health and potential combined performance of the future Truist Financial Corporation. These documents will form part of the regulatory filings necessary to complete the transaction and are critical for due diligence.

Key Highlights

  • 1Filing incorporates historical unaudited financial statements of SunTrust as of June 30, 2019, and for the six-month periods ended June 30, 2019 and 2018.
  • 2Filing includes unaudited pro forma combined financial statements for the merged entity (BB&T and SunTrust) as of June 30, 2019, and for the six-month period ended June 30, 2019, and the year ended December 31, 2018.
  • 3The merger between BB&T and SunTrust is expected to close in late Q3 or Q4 2019.
  • 4The merger's completion is contingent upon satisfying customary closing conditions, including obtaining remaining regulatory approvals.
  • 5This filing's primary purpose is to provide financial data for inclusion in registration statements related to the merger.
  • 6Detailed financial exhibits (Exhibit 99.1 and 99.2) are filed herewith.

Frequently Asked Questions

The main purpose of this 8-K filing is to incorporate specific historical financial statements of SunTrust and pro forma combined financial statements of the merged entity (Truist Financial Corp) into registration statements required for the ongoing merger between BB&T Corporation and SunTrust Banks, Inc.

The merger is expected to close late in the third or fourth quarter of 2019, subject to the satisfaction of customary closing conditions, including the receipt of remaining regulatory approvals.

This filing includes the historical unaudited consolidated financial statements of SunTrust as of June 30, 2019, and for the six months ended June 30, 2019 and 2018. It also includes unaudited pro forma condensed combined financial statements of the merged entity as of June 30, 2019, and for the six months ended June 30, 2019, and the year ended December 31, 2018.

Yes, the filing states that the merger is subject to the receipt of remaining regulatory approvals. The successful and timely receipt of these approvals is a key condition for the merger to close.