Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective December 6, 2019, SunTrust completed its previously announced merger
of equals with BB&T. On the Closing Date, SunTrust merged with and into BB&T,
with BB&T continuing as the surviving corporation. Upon closing of the Merger,
the separate existence of SunTrust ceased. Also in connection with the closing,
BB&T changed its name from "BB&T Corporation" to "Truist Financial Corporation"
and changed its ticker symbol to "TFC".
Following the Merger, SunTrust Bank, a subsidiary that was wholly owned by
SunTrust, merged with and into Branch Banking and Trust Company, a subsidiary
wholly owned by BB&T ("Branch Bank"), with Branch Bank continuing as the
surviving bank (the "Bank Merger"). Upon closing of the Bank Merger, the
separate existence of SunTrust Bank ceased. In connection with the Bank Merger,
Branch Bank changed its name to "Truist Bank".
Under the terms of the Merger Agreement, at the effective time of the Merger
(the "Effective Time"), each share of common stock, par value $1.00 per share,
of SunTrust ("SunTrust Common Stock") outstanding as of immediately prior to the
Effective Time, other than certain shares held by SunTrust or BB&T, was
converted into the right to receive 1.295 shares of common stock (the "Exchange
Ratio"), par value $5.00, of BB&T ("BB&T Common Stock"). Holders of SunTrust
Common Stock became entitled to receive cash in lieu of fractional shares. At
the Effective Time, each share of perpetual preferred stock, Series A, no par
value, of SunTrust ("SunTrust series A preferred stock"); perpetual preferred
stock, Series B, no par value, of SunTrust ("SunTrust series B preferred
stock"); perpetual preferred stock, Series F, no par value, of SunTrust
("SunTrust series F preferred stock"); perpetual preferred stock, Series G, no
par value, of SunTrust ("SunTrust series G preferred stock"); and perpetual
preferred stock, Series H, no par value, of SunTrust ("SunTrust series H
preferred stock" and together with SunTrust series A preferred stock, SunTrust
series B preferred stock, SunTrust series F preferred stock and SunTrust series
G preferred stock, the "SunTrust Preferred Stock") issued and outstanding
immediately prior to the Effective Time, other than dissenting shares, was
converted into the right to receive one share of an applicable newly issued
series of BB&T preferred stock having substantially the same terms as such share
of SunTrust Preferred Stock. In addition, at the Effective Time, each
outstanding SunTrust depositary share representing a 1/100th (or 1/4,000th, in
the case of SunTrust series A preferred stock) interest in a share of the
applicable series of SunTrust Preferred Stock (other than in respect of
dissenting shares of SunTrust Preferred Stock) was converted into a BB&T
depositary share representing a 1/100th (or 1/4,000th, in the case of BB&T
series I preferred stock) interest in a share of the applicable series of BB&T
preferred stock having substantially the same terms as the applicable series of
SunTrust Preferred Stock. In addition, 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 (other than in respect of
dissenting shares of SunTrust series B preferred stock) remains outstanding
following the Merger and represents a 1/100th interest in a share of BB&T series
J preferred stock having substantially the same terms as the terms of SunTrust
series B Preferred Stock.
At the Effective Time, each outstanding SunTrust equity award granted under
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As a result of the Merger, SunTrust no longer fulfills the listing requirements
of the New York Stock Exchange (the "NYSE"). On December 6, 2019, BB&T notified
the NYSE that the transaction had closed and requested that the NYSE (i) suspend
trading of SunTrust Common Stock and SunTrust depositary shares representing
SunTrust series A preferred stock on the NYSE, (ii) withdraw SunTrust common
stock and SunTrust depositary shares representing SunTrust series A preferred
stock from listing on the NYSE following the close of trading on December 6,
2019 and (iii) file with the SEC a notification of delisting of SunTrust common
stock and SunTrust depositary shares representing SunTrust series A preferred
stock under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange
Act"). As a result, SunTrust common stock and SunTrust depositary shares
representing SunTrust series A preferred stock will no longer be listed on the
NYSE.
Additionally, SunTrust intends to file with the SEC certifications on Form 15
under the Exchange Act requesting the deregistration of SunTrust common stock
and SunTrust depositary shares representing SunTrust series A preferred stock
under Section 12(g) of the Exchange Act and the suspension of SunTrust's
reporting obligations under Section 15(d) of the Exchange Act as promptly as
practicable. The information set forth under Item 2.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders
As set forth under Item 2.01 of this Current Report on Form 8-K, as of the
Effective Time, (i) each outstanding share of SunTrust Common Stock (other than
shares held by SunTrust or BB&T) was converted into the right to receive 1.295
shares of BB&T Common Stock, (ii) holders of SunTrust Common Stock became
entitled to receive cash in lieu of fractional shares, (iii) each share of
SunTrust Preferred Stock (other than dissenting shares) was converted into the
right to receive one share of a newly issued series of BB&T preferred stock
having substantially the same terms as such share of SunTrust Preferred Stock,
(iv) each outstanding SunTrust depositary share 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 (other than in
respect of dissenting shares of SunTrust Preferred Stock) was converted into a
BB&T depositary share representing a 1/100th (or 1/4,000th, in the case of BB&T
series I preferred stock) interest in a share of the applicable series of BB&T
preferred stock having substantially the same terms as the applicable series of
SunTrust Preferred Stock, (v) 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 (other than in respect of dissenting
shares of SunTrust series B preferred stock) remains outstanding and represents
a 1/100th interest in a share of BB&T series J preferred stock having
substantially the same terms as the terms of the SunTrust series B Preferred
Stock, and (vi) each outstanding SunTrust equity award granted under SunTrust's
equity compensation plans was converted into a corresponding award with respect
to BB&T Common Stock, with the number of shares underlying such award (and, in
the case of stock options, the applicable exercise price) adjusted based on the
Exchange Ratio.
The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report
on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
On December 6, 2019, SunTrust was merged with and into BB&T pursuant to the
Merger Agreement, with BB&T as the surviving corporation and being renamed
"Truist Financial Corporation" in connection with the Merger.
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The information set forth under Items 2.01, 3.03 and 5.02 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective upon the consummation of the Merger, and pursuant to the terms of the
Merger Agreement, SunTrust's directors and executive officers ceased serving as
directors and executive officers of SunTrust. At the Effective Time, William H.
Rogers, Jr., the former Chairman and Chief Executive Officer of SunTrust, was
appointed as a director and as President and Chief Operating Officer of BB&T.
Effective upon the consummation of the Merger and in accordance with the Merger
Agreement, the board of directors of BB&T took action to expand the size of the
board of BB&T to twenty-two (22). To fill the resulting vacancies, the following
individuals, each of whom was a member of the board of directors of SunTrust
immediately prior to the consummation of the Merger, were appointed to the board
of directors of BB&T and of Branch Bank: William H. Rogers, Jr., Agnes Bundy
Scanlan, Dallas S. Clement, Paul D. Donahue, Paul R. Garcia, Linnie M.
Haynesworth, Donna S. Morea, David M. Ratcliffe, Frank P. Scruggs, Jr., Bruce L.
Tanner and Steven C. Voorhees (collectively, the "New Directors"). Other than
the Merger Agreement, and in the case of Mr. Rogers, his employment agreement,
there are no arrangements between the New Directors and any other person
pursuant to which the New Directors were selected as directors.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, the Amended and Restated Articles of Incorporation and
the Amended and Restated Bylaws of SunTrust ceased to be in effect by operation
of law and the organizational documents of BB&T (as successor to SunTrust by
operation of law), as in effect immediately prior to the Effective Time and
consistent with the terms of the Merger Agreement, remained the Articles of
Incorporation and Bylaws of BB&T, which Articles of Incorporation and Bylaws
were amended effective as of immediately following the Effective Time in
accordance with the Merger Agreement. A copy of the Articles of Incorporation of
BB&T as of the Effective Time, the Articles of Amendment to the Articles of
Incorporation effective as of December 6, 2019, the Articles of Amendment to the
Articles of Incorporation effective as of December 7, 2019 and the Amended and
Restated Bylaws of BB&T effective as of December 7, 2019 are filed as Exhibits
3.1, 3.2, 3.3, 3.4, 3.5 and 3.6 of this Current Report on Form 8-K,
respectively, and are incorporated herein by reference.
Item 8.01 Other Events
On December 9, 2019, SunTrust and BB&T issued a joint press release announcing
the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of February 7, 2019 and
amended as of June 14, 2019 , by and between SunTrust and BB&T
(incorporated by reference to Exhibit 2.1 of the Current Report on
Form 8-K, filed by BB&T on February 13, 2019, and Exhibit 2.1 of the
Current Report on Form 8-K, filed by BB&T on June 14, 2019)
3.1 Articles of Incorporation of BB&T, as amended and restated on
April 30, 2014 (incorporated by reference to Exhibit 3(i) of the
Current Report on Form 8-K, filed by BB&T on May 2, 2014)
3.2 Articles of Amendment to Articles of Incorporation of BB&T, dated
as of March 4, 2016 (incorporated by reference to Exhibit 4.1 of the
Current Report on Form 8-K, filed by BB&T on March 9, 2016)
3.3 Articles of Amendment to Articles of Incorporation of BB&T, dated
as of July 24, 2019 (incorporated by reference to Exhibit 4.1 of the
Current Report on Form 8-K, filed by BB&T on July 29, 2019)
3.4 Articles of Amendment to Articles of Incorporation of BB&T,
effective as of December 6, 2019
3.5 Articles of Amendment to Articles of Incorporation of BB&T,
effective as of December 7, 2019
3.6 Amended and Restated Bylaws of BB&T, effective as of December 7,
2019
99.1 Joint Press Release, dated December 9, 2019
104 Cover Page Interactive Data File (formatted as inline XBRL document)
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