BB&T : Pre-effective amendment to an S-4 filing

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FORMS-4/A

BB&T CORP - BBT

Filed: June 19, 2019 (period: )

Pre-effective amendment to an S-4 filing

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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As filed with the Securities and Exchange Commission on June 18, 2019

Registration No. 333-230179

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

to

FORM S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

BB&T Corporation

(Exact name of Registrant as specified in its charter)

North Carolina	6021	56-0939887
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

200 West Second Street

Winston-Salem, North Carolina 27101

[phone]

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Robert J. Johnson, Jr.

Senior Executive Vice President, General Counsel,

Secretary and Chief Corporate Governance Officer

BB&T Corporation

200 West Second Street

Winston-Salem, North Carolina 27101

Phone: [phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Edward D. Herlihy	Ellen M. Fitzsimmons	H. Rodgin Cohen
Matthew M. Guest	Corporate Executive Vice President,	Mitchell S. Eitel
Wachtell, Lipton, Rosen & Katz	General Counsel and Corporate Secretary	Sullivan & Cromwell LLP
51 West 52nd Street	SunTrust Banks, Inc.	125 Broad Street
New York, New York 10019	303 Peachtree Street, N.E.	New York, New York 10004
[phone]	Atlanta, Georgia 30308	[phone]
	[phone]

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i)(Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d)(Cross-BorderThird-Party Tender Offer) ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY

Source: BB&T CORP, S-4/A, June 19, 2019

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ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

Source: BB&T CORP, S-4/A, 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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PRELIMINARY-SUBJECT TO COMPLETION-DATED JUNE 18, 2019

The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

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, S-4/A, 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 18, 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, S-4/A, 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.