SunTrust Banks, Inc. (NYSE:STI) Files An 8-K Material Modification to Rights of Security Holders
Item3.03.
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Material Modification to Rights of Security Holders. |
On May2, 2017, SunTrust Banks, Inc. (the Company) filed Articles
of Amendment (the Articles of Amendment) to its Restated Articles
of Incorporation with the Secretary of State of the State of
Georgia, setting forth the terms of its Perpetual Preferred
Stock, Series G, no par value and $100,000 liquidation preference
per share (the Series G Preferred Stock). The Articles of
Amendment were filed in connection with an underwriting agreement
(the Underwriting Agreement), dated April27, 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, subject to and upon the terms
and conditions set forth in the Underwriting Agreement, 750,000
depositary shares, each representing a 1/100th interest in a
share of the Series G Preferred Stock (or 7,500 shares of the
Series G Preferred Stock in the aggregate).
Under the terms of the Series G 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 G 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.
| Item5.03. |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May2, 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.
| Item8.01. | Other Events. |
On April27, 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
Companys effective registration statement on Form S-3
(Registration No.333-206953) and are incorporated herein by
reference.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 1.1 |
Underwriting Agreement, dated April27, 2017, among SunTrust Banks, Inc. and the representatives of the underwriters listed on Schedule I thereto. |
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| 3.1 |
Articles of Amendment with respect to the Series G Preferred Stock. |
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| 4.1 |
Form of Certificate representing the Series G Preferred Stock. |
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| 4.2 |
Form of Deposit Agreement between the Company, U.S. Bank National Association, and the holders from time to time of the Depositary Receipts described therein. |
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| 4.3 | Form of Depositary Receipt (included as part of Exhibit 4.2). | |
| 5.1 | Opinion of King Spalding LLP. | |
| 23.1 | Consent of King Spalding LLP (included in Exhibit 5.1). |
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. SunTrust Banks, Inc. (NYSE:STI) Recent Trading Information
SunTrust Banks, Inc. (NYSE:STI) closed its last trading session down -0.60 at 57.15 with 5,212,160 shares trading hands.