What was the purpose of filing the Articles of Amendment?

The Articles of Amendment were filed to formally establish and define the specific terms, including designations, preferences, limitations, and relative rights, of the 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock. This is a necessary legal step before or concurrent with the sale of such securities.

What are Depositary Shares and what is their significance in this filing?

Depositary Shares are securities that represent an ownership interest in a corporation's preferred stock. In this case, each Depositary Share represents 1/25th of a share of Truist's Series P Preferred Stock. They are often used to make preferred stock more accessible to a broader range of investors by allowing for smaller unit purchases.

Who were the underwriters for this offering?

The underwriters for this offering were represented by Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and SunTrust Robinson Humphrey, Inc.

TRUIST FINANCIAL CORP 8-K: Corporate Changes

Q: What is the nature of the 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock?

This is a type of preferred stock with a fixed dividend rate that can be reset periodically. It is non-cumulative, meaning missed dividend payments are not carried forward. As perpetual stock, it does not have a maturity date, and it carries a liquidation preference of $25,000 per share.

Summary

Truist Financial Corporation (TFC) has filed an 8-K report detailing the closing of a preferred stock offering and amendments to its Articles of Incorporation. Specifically, the company closed the sale of 1,000,000 depositary shares, representing 1/25th ownership of its 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock. This offering was conducted under a previously filed registration statement. The filing also includes the Articles of Amendment that were filed on May 29, 2020, which specifically address the designations, preferences, limitations, and relative rights of this newly issued Series P Preferred Stock. This action is a procedural step to formally establish the terms of the preferred stock being offered to the public. Investors should note the fixed rate reset and non-cumulative features of this perpetual preferred stock.

Key Highlights

1Closed the sale of 1,000,000 depositary shares representing 1/25th ownership of 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock.
2The preferred stock has a liquidation preference of $25,000 per share.
3The offering was registered under a previously filed Form S-3 registration statement.
4Filed Articles of Amendment to its Articles of Incorporation to fix the terms of the Series P Preferred Stock.
5The Series P Preferred Stock is designated as Fixed Rate Reset, Non-Cumulative, and Perpetual.
6Key documents filed include the Underwriting Agreement, Articles of Amendment, Deposit Agreement, form of Depositary Receipt, and a validity opinion.
7The filing was made on June 1, 2020, reflecting events and actions taken around May 28-29, 2020.

TRUIST FINANCIAL CORP 8-K Report, Bylaw Amendment (Jun 1, 2020)

Summary

Key Highlights

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