8-KOther EventsExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Corporate Update (Nov 20, 2019)

Filed November 20, 2019For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

Truist Financial Corporation (TFC), formerly BB&T Corporation, announced a significant development regarding its merger of equals with SunTrust Banks, Inc. The company has received all necessary regulatory approvals from key bodies including the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and required state regulators. This approval is a critical step towards finalizing the merger, which is expected to close on December 6, 2019, provided customary closing conditions are met. Furthermore, the Federal Reserve has indicated it will not object to the updated capital plan reflecting the merger. While specific capital actions will be determined post-merger after purchase accounting finalization and capital ratio review, this regulatory green light provides significant clarity for investors. The successful completion of this merger is poised to create a substantial financial institution, and this filing marks a key milestone in that process.

Key Highlights

  • 1Truist Financial Corp (TFC) has received all required regulatory approvals to complete the merger of equals with SunTrust Banks, Inc.
  • 2Key regulators granting approval include the Federal Reserve, FDIC, and all necessary state regulators.
  • 3The merger closing is anticipated to occur on December 6, 2019, subject to customary closing conditions.
  • 4The Federal Reserve will not object to the updated capital plan submitted by BB&T to reflect the merger.
  • 5Specific capital actions by the merged entity will be determined after purchase accounting is finalized and capital ratios are reviewed.
  • 6This filing confirms a major step towards the formation of the new Truist entity.
  • 7The merger agreement was originally dated February 7, 2019, and amended on June 14, 2019.

Frequently Asked Questions

This 8-K filing announces that Truist Financial Corporation (TFC), previously BB&T, has received all necessary regulatory approvals to complete its merger of equals with SunTrust Banks, Inc. It signifies a critical step towards the official closing of the merger.

The merger is expected to close on December 6, 2019, provided that all customary closing conditions are satisfied.

No, the Board of Governors of the Federal Reserve System announced that it will not object to the updated capital plan submitted by BB&T to reflect the merger. However, the specific capital actions the merged company will take will be determined after the finalization of purchase accounting and a review of the resulting capital ratios.

The regulatory approval is a significant positive development, confirming that the merger is on track to close. It reduces uncertainty for investors and moves the company closer to realizing the anticipated synergies and strategic benefits of combining BB&T and SunTrust into Truist.