8-KRegulation FDExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Regulation FD Disclosure (Nov 8, 2019)

Filed November 8, 2019For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

Truist Financial Corporation (TFC), formed by the merger of BB&T and SunTrust, filed an 8-K on November 8, 2019, to disclose a divestiture of 30 retail banking branches. These branches, located across North Carolina, Virginia, and Georgia, are being sold by SunTrust Bank to First Horizon Bank, a subsidiary of First Horizon National Corp. This action is a proactive step to satisfy regulatory requirements related to the ongoing merger of equals between SunTrust and BB&T, which will create the new entity, Truist Financial Corporation. The divestiture is contingent upon the successful closing of the broader SunTrust and BB&T merger, as well as obtaining necessary regulatory approvals and meeting other customary closing conditions. The agreement for branch divestiture will also be terminated if the merger agreement itself is terminated. Investors should note that this information is provided for disclosure purposes under Regulation FD and is not considered formally filed under Section 18 of the Securities Exchange Act of 1934.

Key Highlights

  • 1SunTrust Bank to divest 30 retail branches in NC, VA, and GA to First Horizon Bank.
  • 2Divestiture is a condition to satisfy regulatory requirements for the BB&T-SunTrust merger of equals.
  • 3The transaction is subject to the closing of the BB&T-SunTrust merger and regulatory approvals.
  • 4The Divestiture Agreement will terminate if the merger agreement is terminated.
  • 5This filing is made under Regulation FD, and the information is not considered formally filed for Section 18 purposes.
  • 6The attached press release (Exhibit 99.1) provides further details on the divestiture announcement.

Frequently Asked Questions

The divestiture of 30 branches by SunTrust Bank to First Horizon Bank is intended to satisfy regulatory requirements necessary for the approval of the previously announced merger of equals between BB&T and SunTrust.

SunTrust Bank is divesting the branches, and First Horizon Bank (a subsidiary of First Horizon National Corp.) is acquiring them. This is related to the larger merger of BB&T Corporation and SunTrust Banks, Inc., which will form Truist Financial Corporation.

The divestiture is contingent upon the successful closing of the merger between SunTrust and BB&T, as well as obtaining all necessary regulatory approvals and meeting other customary closing conditions. The divestiture agreement will also be terminated if the merger agreement is terminated.

This divestiture is a consequence of the planned merger and is a step taken to help ensure regulatory approval for that larger transaction. However, the divestiture itself is dependent on the merger proceeding to completion.