8-KCorporate ChangesOther EventsExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Bylaw Amendment (Aug 3, 2020)

Filed August 3, 2020For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

Truist Financial Corporation (TFC) filed an 8-K on August 3, 2020, detailing significant capital-raising activities. The company finalized amendments to its Articles of Incorporation on July 31, 2020, to define the terms of its Series R Non-Cumulative Perpetual Preferred Stock. This action paved the way for the successful sale of 37,000,000 depositary shares, representing ownership in this preferred stock, on August 3, 2020. In addition to the preferred stock offering, Truist also issued and sold $750 million aggregate principal amount of its 1.125% Medium-Term Notes, Series G, due August 3, 2027. Both the depositary shares and the medium-term notes were registered under the Securities Act of 1933. These transactions indicate a strategic move by TFC to bolster its capital base and potentially fund ongoing operations or strategic initiatives.

Key Highlights

  • 1Truist Financial Corporation (TFC) amended its Articles of Incorporation to define terms for Series R Non-Cumulative Perpetual Preferred Stock.
  • 2The company successfully sold 37,000,000 depositary shares representing ownership of Series R Preferred Stock.
  • 3Truist also issued and sold $750 million aggregate principal amount of 1.125% Medium-Term Notes, Series G, due 2027.
  • 4Both the depositary shares and the medium-term notes were registered under the Securities Act of 1933.
  • 5The transactions occurred on or around July 30 - August 3, 2020, indicating recent capital-raising efforts.
  • 6The filing includes various supporting documents such as the Underwriting Agreement, Deposit Agreement, and legal opinions.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report on Truist Financial Corporation's recent capital-raising activities, specifically the sale of depositary shares representing preferred stock and the issuance of medium-term notes.

Truist Financial raised capital through the sale of 37,000,000 depositary shares (specific dollar amount not detailed in the filing, but linked to preferred stock) and $750 million in aggregate principal amount of 1.125% Medium-Term Notes, Series G.

The Series R Non-Cumulative Perpetual Preferred Stock has a par value of $5.00 per share and a liquidation preference of $25,000 per share. The filing specifies that it is 'Non-Cumulative Perpetual'.

Underwriters, including BB&T Capital Markets, BofA Securities, Morgan Stanley, RBC Capital Markets, UBS Securities, and Wells Fargo Securities, acted as representatives in the underwriting agreement for the sale of the depositary shares.