BB&T Corporation (NYSE:BBT) entered into a definitive agreement to acquire SunTrust Banks, Inc. (NYSE:STI) for $28.4 billion in a merger of equals transaction on February 7, 2019. Under the terms of the transaction, SunTrust shareholders will receive 1.295 shares of BB&T for each SunTrust share they own. In lieu of fractional shares by the holders of SunTrust common shares, settlement will be carried in cash. Each preferred stock of SunTrust from series A, series B, series C, series F, series G and series H will be converted into right to receive one share of an applicable newly issued series in BB&T preferred series. Each outstanding SunTrust equity award granted under SunTrust's equity compensation plans will be converted into a corresponding award with respect to BB&T Common Stock. BB&T shareholders will own approximately 57% and SunTrust shareholders will own approximately 43% of the combined company. The combined company will operate under a new name and brand, which will be determined in late second quarter of 2019. SunTrust will merge into BB&T, with BB&T as the surviving entity in the merger. Immediately following the merger, SunTrust's wholly owned subsidiary, SunTrust Bank, will merge with and into BB&T's wholly owned subsidiary, Branch Banking and Trust Company, with Branch Banking and Trust Company as the surviving entity. The combined holding company will be named Truist Financial Corporation and the combined bank will be named Truist Bank. Under the terms of the transaction, SunTrust and BB&T have agreed upon a mutual break-up fee of approximately $1.1 billion, payable in customary circumstances.

Kelly S. King, Chairman and Chief Executive Officer of BB&T and its bank subsidiary, will serve as Chairman and Chief Executive Officer of the combined company and its bank subsidiary until September 12, 2021, after which time he will serve as Executive Chairman of both entities until March 12, 2022. Kelly S. King will continue to serve on the Board of Directors of the combined company until the end of 2023. William H. Rogers, Jr., Chairman and Chief Executive Officer of SunTrust will serve as President and Chief Operating Officer of the combined company and its bank subsidiary until September 12, 2021, at which time he will become Chief Executive Officer of the combined company and its bank subsidiary. William H. Rogers will also hold a seat on the combined company's Board of Directors through his position as President and Chief Operating Officer and then Chief Executive Officer. On March 12, 2022, William H. Rogers will also become Chairman and Chief Executive Officer of the combined company and its bank subsidiary. Upon the closing of the transaction, the Board of Directors of the combined company will consist of members equally split between BB&T and SunTrust's current Directors. David M. Ratcliffe, current Lead Director of SunTrust, will serve as Lead Director of the combined company until March 12, 2022 after which the Lead Director will be a legacy BB&T Director. The Board of Directors of the combined entity will be comprised of 22 Directors, of which 11 will be former members of the Board of Directors of SunTrust and of which 11 will be former members of the Board of Directors of BB&T. They include Chris Henson, Clarke Starnes (Chief Risk Officer), Daryl Bible (Chief Financial Officer), Allison Dukes, Brant Standridge, David Weaver, Dontá Wilson, Ellen Fitzsimmons, Ellen Koebler, Hugh (Beau) Cummins, Joseph Thompson and Scott Case. Three of current Executive Council members including Jorge Arrieta, Margaret Callihan and Mark Chancy, will not be planning to move forward in their current roles to the new combined company. As of April 13, 2019, Allison Dukes will not join the new bank formed by the merger. As of April 23, 2019, Paul Donahue has been newly elected to the SunTrust Board of Directors. A new corporate headquarters will be established in Charlotte, NC, including an Innovation and Technology Center to drive digital transformation. In the current home markets for both companies, the combined company will maintain the Community Banking Center in Winston-Salem, NC and the Wholesale Banking Center in Atlanta, GA. As on August 16, 2019, Jenna Kelly has been named as North Georgia Regional President for Truist Bank while Heath Campbell will move to Charlotte and become the Truist's Metrolina Regional President.

The transaction subject to satisfaction of customary closing conditions, including antitrust and regulatory approvals including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks and the Georgia Department of Banking and Finance and all statutory waiting periods in respect thereof having been expired or terminated, approval by the shareholders of each company, authorization for listing on the New York Stock Exchange of the shares of BB&T common stock to be issued in the merger and effectiveness of the registration statement on Form S-4 for the BB&T common stock to be issued in the merger, receipt of an opinion from Wachtell, Lipton, Rosen & Katz and Sullivan & Cromwell to BB&T and SunTrust respectively to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The Board of Directors of both the companies have unanimously approved the transaction. As of March 21, 2019, Bleichmar Fonti & Auld LLP ("BFA") announces that it has published a letter on behalf of the National Black Farmers Association ("NBFA") objecting to the proposed merger of SunTrust Banks, Inc. and BB&T Corporation, and urging the Board of Governors for the Federal Reserve System to reject the merger. As of April 4, 2019, the transaction was granted early termination notice under the HSR Act. As of June 19, 2019, registration statement was declared effective. As of November 19, 2019, the transaction has been approved by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation. GAAP and Cash EPS accretion per BB&T share in 2021 is expected to be approximately 13% and 17%, respectively (based on Street estimates). GAAP and Cash EPS accretion per SunTrust share in 2021 is expected to be approximately 9% and 16%, respectively (based on Street estimates). The merger is expected to generate an internal rate of return of approximately 18%. The transaction is expected to be completed by fourth quarter of 2019.

Venkat "Vinnie" Badinehal and Jason Braunstein of RBC Capital Markets LLC acted as financial advisors and provided fairness opinion to BB&T. BB&T will pay a fee of $39 million to RBC Capital Markets, $5 million of which became payable upon delivery of fairness opinion in connection with the merger and the remainder of which is payable upon completion of the merger. Edward D. Herlihy, Matthew M. Guest, Jeannemarie O'Brien, Richard Kim and Eric Feinstein of Wachtell, Lipton, Rosen & Katz served as legal advisors to BB&T. John Mahoney, Eric Neveux and Ken Coquilette of Goldman Sachs & Co. LLC acted as financial advisors and fairness opinion provider to SunTrust. SunTrust will pay a fee of $39 million to Goldman Sachs, $5 million of which became payable upon the execution of the merger agreement and the remainder of which is payable upon completion of the merger. SunTrust Robinson Humphrey acted as financial advisor and H. Rodgin Cohen, Mitchell S. Eitel, Marc Treviño, Yael Tzipori, Ronald E. Creamer Jr., and Joseph J. Matelis of Sullivan & Cromwell served as legal advisors to SunTrust. Philip Richter and Roy Tannenbaum of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors for Goldman Sachs & Co. LLC. Georgeson LLC acted as information agent to BB&T and will be paid a fee of $0.05 million. Georgeson LLC acted as information agent to SunTrust and will be paid a fee of $0.075 million.