BB&T Corporation (NYSE:BBT) Files An 8-K Other Events
ITEM 8.01.Other Events.
On February 7, 2019, BB&T Corporation (“BB&T“) and SunTrust Banks, Inc. (“SunTrust“) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of February 7, 2019 (the “Merger Agreement“), providing for the merger of BB&T and SunTrust. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In connection with the announcement of the Merger Agreement, BB&T and SunTrust intend to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
ITEM 9.01.Financial Statements and Exhibits.
Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of BB&T and SunTrust.Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BB&T’s and SunTrust’s current expectations and assumptions regarding BB&T’s and SunTrust’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect BB&T’s or SunTrust’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between BB&T and SunTrust, the outcome of any legal proceedings that may be instituted against BB&T or SunTrust, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where BB&T and SunTrust do business, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, the ability to complete the transaction and integration of BB&T and SunTrust successfully, and the dilution caused by BB&T’s issuance of additional shares of its capital stock in connection with the transaction. Except to the extent required by applicable law or regulation, each of BB&T and SunTrust disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding BB&T, SunTrust and factors which could affect the forward-looking statements contained herein can be found in BB&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2018, June 30, 2018 and September 30, 2018, and its other filings with the Securities and Exchange Commission (“SEC”), and in SunTrust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2018, June 30, 2018 and September 30, 2018, and its other filings with the SEC.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger with SunTrust, BB&T will file with the SEC a registration statement on Form S-4 to register the shares of BB&T’s capital stock to be issued in connection with the merger. The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of BB&T and SunTrust seeking their approval of the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT BB&T, SUNTRUST, AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from BB&T at its website, www.bbt.com, or from SunTrust at its website, www.suntrust.com. Documents filed with the SEC by BB&T will be available free of charge by accessing BB&T’s website at http://bbt.com/ under the tab “About BB&T” and then under the heading “Investor Relations” or, alternatively, by directing a request by telephone or mail to BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina, (336) 733-3065, and documents filed with the SEC by SunTrust will be available free of charge by accessing SunTrust’s website at http://suntrust.com/ under the tab “Investor Relations,” and then under the heading “Financial Information” or, alternatively, by directing a request by telephone or mail to SunTrust Banks, Inc., 303 Peachtree Street, N.E., Atlanta, Georgia 30308, (877) 930-8971.
Participants in the Solicitation
BB&T, SunTrust and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of BB&T and SunTrust in connection with the proposed transaction under the rules of the SEC. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about BB&T, and its directors and executive officers, may be found in the definitive proxy statement of BB&T relating to its 2018 Annual Meeting of Shareholders filed with the SEC on March 15, 2018, and other documents filed by BB&T with the SEC. Additional information about SunTrust, and its directors and executive officers, may be found in the definitive proxy statement of SunTrust relating to its 2018 Annual Meeting of Shareholders filed with the SEC on March 9, 2018, and other documents filed by SunTrust with the SEC. These documents can be obtained free of charge from the sources described above.
BB&T CORP Exhibit
EX-99.1 2 exhibit99_1.htm EXHIBIT 99.1 Exhibit 99.1 BB&T Contacts: SunTrust Contacts: Media Media Media Brian Davis Sue Mallino Tom Johnson (336) 733-2542 (404) 813-0463 (212) 371-5999 BB&T Corporate Communications [email protected] SunTrust Corporate Communications [email protected] Abernathy MacGregor Group [email protected] Investors Investors Richard Baytosh Ankur Vyas BB&T Investor Relations Director of Investor Relations (336) 733-0732 (404) 827-6714 [email protected] [email protected] BB&T and SunTrust to Combine in Merger of Equals to Create the Premier Financial Institution Combination of two iconic franchises creates sixth-largest U.S. bank holding company with 275 years of combined history and culture serving clients and communities in high-growth markets Enhanced scale and financial strength will accelerate investment in transformative technology to embrace disruption and create a more distinctive client experience Expanded fee income base will create opportunities to build scale in specialized businesses across a larger client base Compelling value creation expected for both companies’ shareholders as demonstrated by double-digit earnings per share accretion by 2021 Estimated net cost synergies of at least $1.6 billion by 2022 Proven management teams with history of successful merger integrations,…
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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