Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On July 31, 2020, Truist Financial Corporation, a North Carolina corporation
(the "Company"), filed Articles of Amendment for the purpose of amending its
Articles of Incorporation to fix the designations, preferences, limitations and
relative rights of its Series R Non-Cumulative Perpetual Preferred Stock, par
value $5.00 per share and a liquidation preference of $25,000 per share (the
"Preferred Stock"). A copy of the Articles of Amendment is attached hereto as
Exhibit 4.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On August 3, 2020, the Company closed the sale of 37,000,000 depositary shares
(the "Depositary Shares"), with each Depositary Share representing ownership of
1/1,000th of a share of the Company's Preferred Stock, which Depositary Shares
were registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a registration statement on Form S-3 (SEC File
No. 333-233483), which was initially filed on August 27, 2019 and subsequently
amended by the Pre-Effective Amendment No. 1 filed on September 5, 2019 (as so
amended, the "Registration Statement"). The following documents are being filed
with this report on Form 8-K and shall be incorporated by reference into the
Registration Statement: (i) Underwriting Agreement, dated July 30, 2020, between
the Company and BB&T Capital Markets, a division of BB&T Securities, LLC, BofA
Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS
Securities LLC and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein; (ii) Articles of Amendment of the Company
filed July 31, 2020; (iii) Deposit Agreement, dated as of August 3, 2020,
between the Company and Computershare Inc. and Computershare Trust Company,
N.A., jointly as depositary; (iv) form of Depositary Receipt; and (v) validity
opinion with respect to the Depositary Shares and the Preferred Stock.
On August 3, 2020, the Company issued and sold $750,000,000 aggregate principal
amount of its 1.125% Medium-Term Notes, Series G (Senior), due August 3, 2027
(the "Notes"). The Notes were registered under the Securities Act, pursuant to
the Registration Statement. In connection with the issuance and sale, the legal
opinions of Squire Patton Boggs (US) LLP and Ellen M. Fitzsimmons, Senior
Executive Vice President, Chief Legal Officer, Head of Enterprise Diversity, and
Corporate Secretary and A. Michelle Willis, Senior Vice President, Deputy
General Counsel, and Assistant Corporate Secretary of the Company are being
filed as Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
1.1 Underwriting Agreement, dated July 30, 2020, between the Company and
BB&T Capital Markets, a division of BB&T Securities, LLC, BofA
Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC,
UBS Securities LLC and Wells Fargo Securities, LLC, as representatives
of the several underwriters named therein.
4.1 Articles of Amendment of the Company with respect to Series R
Non-Cumulative Perpetual Preferred Stock filed on July 31, 2020.
4.2 Deposit Agreement, dated as of August 3, 2020, between the Company
and Computershare Inc. and Computershare Trust Company, N.A., jointly
as depositary.
4.3 Form of Depositary Receipt (included as part of Exhibit 4.2).
5.1 Opinion of Squire Patton Boggs (US) LLP as to the validity of the
Notes.
5.2 Opinion of Ellen M. Fitzsimmons and A. Michelle Willis as to the
validity of the Depositary Shares, the Preferred Stock and the Notes.
23.1 Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1).
23.2 Consent of Ellen M. Fitzsimmons and A. Michelle Willis (included in
Exhibit 5.2).
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
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