SunTrust Banks, Inc. (NYSE:STI) Files An 8-K Material Modification to Rights of Security Holders

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SunTrust Banks, Inc. (NYSE:STI) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.

On November13, 2017, SunTrust Banks, Inc. (the “Company”) filed Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Georgia, setting forth the terms of its Perpetual Preferred Stock, Series H, no par value and $100,000 liquidation preference per share (the “Series H Preferred Stock”). The Articles of Amendment were filed in connection with an underwriting agreement (the “Underwriting Agreement”), dated November7, 2017, between the Company and the representatives of the underwriters listed on Schedule I thereto, whereby the Company agreed to sell and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, 500,000 depositary shares, each representing a 1/100th interest in a share of the Series H Preferred Stock (or 5,000 shares of the Series H Preferred Stock in the aggregate).

Under the terms of the Series H Preferred Stock, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock will be subject to certain restrictions in the event that the Company fails to pay dividends on its Series H Preferred Stock. These restrictions are set forth in the Articles of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November13, 2017, the Company filed the Articles of Amendment with the Secretary of State of the State of Georgia. A copy of the Articles of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On November7, 2017, the Company entered into the Underwriting Agreement. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.

Exhibits 1.1, 3.1, 4.1, 4.2, 4.3, 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Company’s effective registration statement on Form S-3 (Registration No.333-206953) and are incorporated herein by reference.

Item 3.03. Financial Statements and Exhibits.


SUNTRUST BANKS INC Exhibit
EX-1.1 2 d495752dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 SunTrust Banks,…
To view the full exhibit click here

About SunTrust Banks, Inc. (NYSE:STI)

SunTrust Banks, Inc. is a bank holding company and a financial holding company. Through its principal subsidiary, SunTrust Bank, the Company offers a line of financial services for consumers and businesses, including deposit, credit, mortgage banking, and trust and investment services. The Company’s other subsidiaries provide asset and wealth management, securities brokerage, and capital market services. The Company operates through three segments: Consumer Banking and Private Wealth Management, Wholesale Banking and Mortgage Banking. It also operates a Corporate Other segment, which includes the management of the Company’s investment securities portfolio, long-term debt, end user derivative instruments, short-term liquidity and funding activities, balance sheet risk management, and real estate assets. The Company operates primarily within Florida, Georgia, Maryland, North Carolina, South Carolina, Tennessee, Virginia and the District of Columbia.

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