8-KOther EventsExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Corporate Update (Dec 3, 2019)

Filed December 3, 2019For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

This 8-K filing by Truist Financial Corp. (TFC), formerly BB&T, serves to incorporate crucial historical and pro forma financial data related to the previously announced merger with SunTrust Banks, Inc. The filing confirms the expected closing date of the merger for December 6, 2019, subject to customary conditions. Investors should note the inclusion of SunTrust's unaudited financial statements as of September 30, 2019, and for the nine-month periods ended September 30, 2019 and 2018. Furthermore, the report includes unaudited pro forma condensed combined financial statements reflecting the merger's impact as if it had been completed on September 30, 2019, for the balance sheet and for the nine-month period ended September 30, 2019, and the full year ended December 31, 2018, for income statements. This pro forma information is critical for understanding the potential financial profile of the combined entity, Truist, as it approaches its official formation.

Key Highlights

  • 1The merger between BB&T and SunTrust is expected to close on December 6, 2019.
  • 2This 8-K filing incorporates historical unaudited financial statements of SunTrust as of September 30, 2019, and for the nine months ended September 30, 2019 and 2018.
  • 3Unaudited pro forma condensed combined financial statements are included, reflecting the expected financial position and performance of the merged entity (Truist) as of September 30, 2019, and for the nine-month period ended September 30, 2019, and the full year 2018.
  • 4The primary purpose of this filing is to provide necessary financial data for registration statements related to the merger.
  • 5This filing represents a key step in the integration process of BB&T and SunTrust, leading to the formation of Truist Financial Corporation.

Frequently Asked Questions

The main purpose of this 8-K filing is to incorporate historical unaudited financial statements of SunTrust and pro forma combined financial information into registration statements for the upcoming merger between BB&T and SunTrust. This provides investors with essential financial data for the combined entity.

The merger between BB&T and SunTrust is expected to close on December 6, 2019, provided that all customary closing conditions are met.

The filing includes SunTrust's unaudited consolidated balance sheet as of September 30, 2019, and its related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for the nine months ended September 30, 2019 and 2018.

The pro forma financial information presents a combined view of BB&T and SunTrust as if the merger had been completed on specific dates (September 30, 2019, for the balance sheet and January 1, 2018, for income statements). This helps investors assess the potential financial impact and scale of the combined company, Truist.