Summary
Truist Financial Corporation (TFC) filed an 8-K on May 26, 2020, detailing amendments to its Articles of Incorporation and the successful closing of a preferred stock offering. Specifically, the company amended its Articles of Incorporation on May 22, 2020, to establish the terms for its Series O Non-Cumulative Perpetual Preferred Stock. This preferred stock has a par value of $5.00 per share and a liquidation preference of $25,000 per share. Further enhancing its capital structure, on May 27, 2020, Truist Financial closed the sale of 23,000,000 depositary shares. Each depositary share represents a 1/1,000th ownership interest in the Series O Preferred Stock. This offering was conducted under a previously filed registration statement and involved a significant group of underwriters, including BB&T Capital Markets, BofA Securities, Morgan Stanley, RBC Capital Markets, UBS Securities, and Wells Fargo Securities. The filing includes key documentation related to this transaction, such as the underwriting agreement and deposit agreement.
Key Highlights
- 1Truist Financial Corporation amended its Articles of Incorporation to define terms for Series O Non-Cumulative Perpetual Preferred Stock.
- 2The Series O Preferred Stock has a liquidation preference of $25,000 per share.
- 3The company successfully closed the sale of 23,000,000 depositary shares representing ownership in the Series O Preferred Stock.
- 4Each depositary share represents a 1/1,000th interest in the Series O Preferred Stock.
- 5The offering was underwritten by a syndicate including major financial institutions like BofA Securities, Morgan Stanley, and Wells Fargo Securities.
- 6Relevant transaction documents, including the underwriting agreement and deposit agreement, are incorporated by reference into the filing.