BB&T Corporation (NYSE:BBT) Files An 8-K Other EventsItem 8.01 Other Events.
On June1, 2018, BB&T Corporation (the “Company”) amended and restated in its entirety each of (i)the Officers’ Certificate and Company Order, previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June30, 2017 (the “2017 Form 8-K”), with respect to, among other things, the establishment of the Medium-Term Notes, Series G (Senior) (the “Series G Notes”), (ii) the specimen of Series G Notes, (iii)the Officers’ Certificate and Company Order, previously filed as Exhibit 4.2 to the 2017 Form 8-K, with respect to, among other things, the establishment of the Medium-Term Notes, Series H (Subordinated) (the “Series H Notes”) and the (iv)specimen of Series H Notes.
In addition, on June1, 2018, the Company issued and sold $250,000,000 aggregate principal amount of its Floating Rate Medium-Term Notes, Series G (Senior), due June1, 2021 (the “Senior Notes”). The Senior Notes were registered under the Securities Act of 1933, as amended, to a registration statement on Form S-3 (File No.333-219092), as amended, filed by BB&T Corporation with the Securities and Exchange Commission. In connection with this issuance and sale, the legal opinions of Squire Patton Boggs (US) LLP and Robert J. Johnson, Jr., Senior Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer of the Company are being filed as Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K.
Item 8.01 Financial Statements and Exhibits.
(d) Exhibits
|
ExhibitNo. |
Description of Exhibit |
|
4.1 |
Amended and Restated Officers’ Certificate and Company Order, dated as of June1, 2018, with respect to the establishment of the Series G Notes (excluding exhibits thereto). |
|
4.2 |
Amended and Restated Officer’s Certificate and Company Order, dated as of June1, 2018, with respect to the establishment of the Series H Notes (excluding exhibits thereto). |
|
4.3 |
Amended Specimen of Series G Notes. |
|
(a) |
Series G (Senior) Form of Global Fixed Rate Note. |
|
(b) |
Series G (Senior) Form of Global Floating Rate Note. |
|
(c) |
Series G (Senior) Form of Global OID Zero Coupon Note. |
|
(d) |
Series G (Senior) Form of Global OID Fixed Rate Note. |
|
(e) |
Series G (Senior) Form of Master Global Note. |
|
4.4 |
Amended Specimen of Series H Notes. |
|
(a) |
Series H (Subordinated) Form of Global Fixed Rate Note. |
|
(b) |
Series H (Subordinated) Form of Global Floating Rate Note. |
|
(c) |
Series H (Subordinated) Form of Global OID Zero Coupon Note. |
|
(d) |
Series H (Subordinated) Form of Global OID Fixed Rate Note. |
|
(e) |
Series H (Subordinated) Form of Master Global Note. |
|
5.1 |
Opinion of Squire Patton Boggs (US) LLP as to the validity of the Senior Notes. |
|
5.2 |
Opinion of Robert J. Johnson, Jr. as to the validity of the Senior Notes. |
|
23.1 |
Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1). |
|
23.2 |
Consent of Robert J. Johnson, Jr. (included in Exhibit 5.2). |
BB&T CORP ExhibitEX-4.1 2 d586705dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Execution Version BB&T CORPORATION Medium-Term Notes,…To view the full exhibit click here
About BB&T Corporation (NYSE:BBT)
BB&T Corporation is a financial holding company. The Company conducts its business operations primarily through its bank subsidiary, Branch Banking and Trust Company, and other nonbank subsidiaries. Its segments include Community Banking, which offers a range of loan and deposit products and other financial services; Residential Mortgage Banking, which retains and services mortgage loans originated by Community Banking, as well as those purchased from various correspondent originators; Dealer Financial Services, which originate loans to consumers on a prime and nonprime basis for the purchase of automobiles; Specialized Lending, which consists of business units and subsidiaries that provide finance products to consumers and businesses; Insurance Services, which provide property and casualty, employee benefits and life insurance to businesses and individuals; Financial Services, which provide asset management, corporate trust services and others, and Other, Treasury and Corporate