BB&T : Form of prospectus reflecting facts events constituting substantive change from last form

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FORM424B3

BB&T CORP - BBT

Filed: June 19, 2019 (period: )

Prospectus filed under Rule 424(b)(3)

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-230179

To the shareholders of BB&T Corporation and SunTrust Banks, Inc.

MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT

On behalf of the boards of directors of BB&T Corporation ("BB&T") and SunTrust Banks, Inc. ("SunTrust"), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed merger of equals between BB&T and SunTrust. We are requesting that you take certain actions as a holder of BB&T common stock or as a holder of SunTrust common stock or SunTrust preferred stock.

The boards of directors of BB&T and SunTrust have each unanimously approved an agreement to merge our two companies. Pursuant to the Agreement and Plan of Merger, dated as of February 7, 2019 and amended as of June 14, 2019, by and between BB&T and SunTrust (as further amended from time to time, the "merger agreement"), SunTrust will merge with and into BB&T (the "merger"), with BB&T as the surviving entity (the "combined company", or "BB&T", as the case may be) in a merger of equals. Subject to the approval of holders of BB&T common stock of the BB&T name change proposal, described below, the combined company will be named "Truist Financial Corporation". The name Truist signals a transformation. It evokes the rich legacy of BB&T and SunTrust while also setting a bold vision for the future. While conveying our deep commitment to working with our clients with trust, transparency and honesty, it also connects to our shared ambition - building a better future for our clients, associates, teammates, and communities.

The proposed merger will combine two iconic franchises and will establish the sixth-largest banking organization in the United States (based on assets and deposits) with

275 years of combined history and cultures committed to serving clients and communities. The combined company, as reported at December 31, 2018, had approximately $441 billion in assets, $301 billion in loans and $324 billion in deposits serving approximately 10 million households in the United States, with leading market share in many of the most attractive markets in the country. We believe the scale resulting from the merger will position the combined company to achieve industry-leading financial and operating metrics with the strongest return profile among its peers, accelerating the combined company's capacity to invest in transformational technology.

In the merger, holders of SunTrust common stock will receive 1.295 shares (the "exchange ratio" and such shares, the "merger consideration") of BB&T common stock for each share of SunTrust common stock they own. Holders of BB&T common stock will continue to own their existing shares of BB&T common stock. Based on the closing price of BB&T's common stock on the New York Stock Exchange ("NYSE") on February 6, 2019, the last trading day before public announcement of the merger, the exchange ratio represented approximately $62.85 in value for each share of SunTrust common stock. Based on BB&T's closing price on June 17, 2019 of $48.97, the exchange ratio represented approximately $63.42 in value for each share of SunTrust common stock. The value of the BB&T common stock at the time of completion of the merger could be greater than, less than or the same as the value of BB&T common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of BB&T common stock (trading symbol "BBT") and SunTrust common stock (trading symbol "STI").

In addition, each share of SunTrust preferred stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one

1. share of an applicable newly issued series of rollover BB&T preferred stock with terms that are substantially the same as the terms of the applicable series of outstanding SunTrust preferred stock. Likewise, following the completion of the merger, each outstanding SunTrust depositary share representing a 1/100th (or 1/4,000th, in the case of the applicable series of SunTrust series A preferred stock) interest in a share of SunTrust preferred stock will become a BB&T depositary share and will represent a 1/100th (or 1/4,000th, in the case of the BB&T series I preferred stock) interest in a share of the applicable series of rollover BB&T preferred stock. Each outstanding preferred purchase security issued by SunTrust Preferred Capital I representing a 1/100th interest in a share of SunTrust series B preferred stock will remain outstanding following the merger and will represent a 1/100th interest in a share of BB&T series J preferred stock. The SunTrust depositary shares representing a 1/4,000th interest in a share of SunTrust series A preferred stock are currently listed on the NYSE under the symbol "STI-PA", and the preferred purchase securities are currently listed on the NYSE under the symbol "STIPRI". The BB&T depositary shares representing a 1/4,000th interest in a share of BB&T series I preferred stock and the preferred purchase securities representing a 1/100th interest in a share of BB&T series J preferred stock are expected to be listed on the NYSE upon completion of the merger.

Source: BB&T CORP, 424B3, June 19, 2019

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We expect the merger will qualify as a reorganization for federal income tax purposes. Accordingly, holders of SunTrust common stock or SunTrust preferred stock generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of SunTrust common stock or SunTrust preferred stock, as applicable, for BB&T common stock or rollover BB&T preferred stock, as applicable, in the merger, except with respect to any cash received by holders of SunTrust common stock instead of fractional shares of BB&T common stock.

Based on the current number of shares of SunTrust common stock outstanding and reserved for issuance, BB&T expects to issue approximately

584 million shares of BB&T common stock to holders of SunTrust common stock in the aggregate in the merger. Following the completion of the merger, we estimate that former holders of SunTrust common stock will own approximately 43% and former holders of BB&T common stock will own approximately 57% of the common stock of the combined company.

The special meeting of holders of SunTrust common stock and SunTrust preferred stock will be held on Tuesday, July 30, 2019 at Suite 105 on the Atrium Level of the SunTrust Plaza Garden Offices, 303 Peachtree Center Avenue, Atlanta, Georgia 30308, at 11:00 a.m. local time. The special meeting of holders of BB&T common stock will be held on Tuesday, July 30, 2019 at the Triad Corporate Center, 7701 Airport Center Drive, Greensboro, NC 27409, at 11:00 a.m. local time. At our respective special meetings, in addition to other business, BB&T will ask holders of its common stock and SunTrust will ask holders of its common stock and preferred stock, voting together with the holders of SunTrust common stock as a single class, to approve the merger. Information about these meetings and the merger is contained in this document. In particular, see "Risk Factors" beginning on page 34. We urge you to read this document carefully and in its entirety.

U.S. Bank National Association (in such capacity, the "depositary"), is the sole beneficial holder of all of the outstanding shares of SunTrust series A preferred stock, SunTrust series F preferred stock, SunTrust series G preferred stock and SunTrust series H preferred stock, on behalf of the holders of depositary shares, each representing a 1/100th (or 1/4,000th, in the case of the SunTrust series A preferred stock) interest in a share of the applicable series of SunTrust preferred stock. The depositary is required to vote the SunTrust preferred stock in accordance with the instructions of the holders of the depositary shares. SunTrust Preferred Capital I (in such capacity, the "trust") is the sole beneficial holder of all of the outstanding shares of SunTrust series B preferred stock, on behalf of the holders of preferred purchase securities, each representing a 1/100th interest in a share of SunTrust series B preferred stock. U.S. Bank National Association (in such capacity, the "property trustee") will vote the SunTrust series B preferred stock in accordance with the instructions of the holders of the SunTrust preferred purchase securities.

Whether or not you plan to attend your special meeting, please vote as soon as possible to make sure that your shares are represented at the meeting. If you do not vote your shares of common stock or preferred stock, it will have the same effect as voting "AGAINST" the merger.

Each of our boards of directors unanimously recommends that holders of common stock and, in the case of SunTrust, holders of preferred stock vote "FOR" each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations.

Kelly S. King	William H. Rogers, Jr.
Chairman and Chief Executive Officer	Chairman and Chief Executive Officer
BB&T Corporation	SunTrust Banks, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either BB&T or SunTrust, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying joint proxy statement/prospectus is dated June 19, 2019, and is first being mailed to holders of BB&T common stock, holders of SunTrust common stock and SunTrust preferred stock on or about June 27, 2019.

Source: BB&T CORP, 424B3, June 19, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates important business and financial information about BB&T and SunTrust from other documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing, by e-mail or by telephone at the appropriate address below:

• if you are a BB&T shareholder:	• if you are a SunTrust shareholder:
BB&T Corporation	SunTrust Banks, Inc.
101 N. Cherry Street, Floor 3	303 Peachtree Street, N.E.
Winston-Salem, North Carolina 27101	Atlanta, Georgia 30308
[phone]	[phone]
Attn: Investor Relations	Attn: Director of Investor Relations

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business daysbefore the date of the applicable special meeting. This means that holders of BB&T common stock requesting documents must do so by July 23, 2019, in order to receive them before the BB&T special meeting, and holders of SunTrust common stock or SunTrust preferred stock requesting documents must do so by July 23, 2019, in order to receive them before the SunTrust special meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated June 19, 2019, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this document to holders of BB&T common stock or holders of SunTrust common stock or SunTrust preferred stock, nor the issuance by BB&T of shares of BB&T common stock and BB&T preferred stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding SunTrust has been provided by SunTrust and information contained in, or incorporated by reference into, this document regarding BB&T has been provided by BB&T.

See "Where You Can Find More Information" beginning on page 189 of the accompanying joint proxy statement/prospectus for further information.

Source: BB&T CORP, 424B3, June 19, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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BB&T Corporation

200 West Second Street

Winston-Salem, North Carolina 27101

Notice of Special Meeting of Shareholders

To BB&T Shareholders:

On February 7, 2019, BB&T Corporation ("BB&T") and SunTrust Banks, Inc. ("SunTrust") entered into an Agreement and Plan of Merger, which was amended as of June 14, 2019 (as further amended from time to time, the "merger agreement"), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of holders of BB&T common stock (the "BB&T special meeting") will be held on Tuesday, July 30, 2019 at 11:00 a.m., local time at the Triad Corporate Center, 7701 Airport Center Drive, Greensboro, NC 27409. We are pleased to notify you of and invite you to the BB&T special meeting.

At the BB&T special meeting you will be asked to vote on the following matters:

• Proposal to approve the merger agreement (the "BB&T merger proposal").
• Proposal to adopt an amendment to BB&T's articles of incorporation to effect the name change of BB&T to "Truist Financial Corporation" (such amendment, the "BB&T articles amendment" and such proposal, the "BB&T name change proposal").
• Proposal to adjourn the BB&T special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the BB&T merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of BB&T common stock (the "BB&T adjournment proposal").

The board of directors of BB&T has fixed the close of business on June 24, 2019 as the record date for the BB&T special meeting. Only holders of record of BB&T common stock as of the close of business on the record date for the BB&T special meeting are entitled to notice of, and to vote at, the BB&T special meeting or any adjournment or postponement thereof.

BB&T has determined that holders of BB&T common stock are not entitled to appraisal rights with respect to the proposed merger under Article 13 of Chapter 55 of the North Carolina Business Corporation Act.

The BB&T board of directors unanimously recommends that holders of BB&T common stock vote "FOR" the BB&T merger proposal, "FOR" the BB&T name change proposal and "FOR" the BB&T adjournment proposal.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of BB&T common stock approve the merger agreement. The affirmative vote of a majority of all the votes entitled to be cast on the merger agreement by the holders of BB&T common stock is required to approve the BB&T merger proposal.

Whether or not you plan to attend the BB&T special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll- free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

By Order of the Board of Directors

Robert J. Johnson, Jr.

Senior Executive Vice President, General Counsel,

Secretary and Chief Corporate Governance Officer

June 19, 2019

Source: BB&T CORP, 424B3, June 19, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.