Attached files

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EX-4.1 - EXHIBIT 4.1 - TRUIST FINANCIAL CORPdex41.htm
EX-4.2 - EXHIBIT 4.2 - TRUIST FINANCIAL CORPdex42.htm
EX-1.1 - EXHIBIT 1.1 - TRUIST FINANCIAL CORPdex11.htm
EX-4.4D - EXHIBIT 4.4D - TRUIST FINANCIAL CORPdex44d.htm
EX-4.4E - EXHIBIT 4.4E - TRUIST FINANCIAL CORPdex44e.htm
EX-4.3A - EXHIBIT 4.3A - TRUIST FINANCIAL CORPdex43a.htm
EX-4.4A - EXHIBIT 4.4A - TRUIST FINANCIAL CORPdex44a.htm
EX-4.3E - EXHIBIT 4.3E - TRUIST FINANCIAL CORPdex43e.htm
EX-4.3B - EXHIBIT 4.3B - TRUIST FINANCIAL CORPdex43b.htm
EX-4.3C - EXHIBIT 4.3C - TRUIST FINANCIAL CORPdex43c.htm
EX-4.3D - EXHIBIT 4.3D - TRUIST FINANCIAL CORPdex43d.htm
EX-4.4B - EXHIBT 4.4B - TRUIST FINANCIAL CORPdex44b.htm
EX-4.4C - EXHIBIT 4.4C - TRUIST FINANCIAL CORPdex44c.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 12, 2011

Date of Report (Date of earliest event reported)

 

 

LOGO

BB&T Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Commission file number : 1-10853

 

North Carolina   56-0939887
(State of incorporation)   (I.R.S. Employer Identification No.)

200 West Second Street

Winston-Salem, North Carolina

  27101
(Address of principal executive offices)   (Zip Code)

(336) 733-2000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


ITEM 8.01 Other Events.

On August 12, 2011, BB&T Corporation (the “Company”) updated its Medium-Term Note Program (the “Medium-Term Note Program”), under which the Company may issue from time to time Medium-Term Notes, Series C (Senior) (the “Series C Notes”), and Medium-Term Notes, Series D (Subordinated) (the “Series D Notes,” and together with the Series C Notes, the “Notes”). The Series C Notes will be issued pursuant to the Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of May 4, 2009 (as so amended, and as may be further amended or supplemented from time to time, the “Senior Note Indenture”), between the Company and U.S. Bank National Association, as senior note trustee, and pursuant to the Officers’ Certificate and Company Order, dated August 12, 2011, with respect to, among other things, the establishment of the Series C Notes. The Series D Notes will be issued pursuant to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of December 23, 2003, by the Second Supplemental Indenture, dated as of September 24, 2004, and by the Third Supplemental Indenture, dated as of May 4, 2009 (as so amended, and as may be further amended or supplemented from time to time, the “Subordinated Note Indenture”), between the Company and U.S. Bank National Association, as subordinated note trustee, and pursuant to the Officers’ Certificate and Company Order, dated August 12, 2011, with respect to, among other things, the establishment of the Series D Notes. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-175538), filed by the Company July 13, 2011 (the “Registration Statement”).

In connection with updating its Medium-Term Note Program, the Company entered into a Distribution Agreement, dated August 12, 2011 (the “Distribution Agreement”), with BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Deutsche Bank Securities Inc., and each of the other Agents listed on Schedule A thereto, which agreement is filed as Exhibit 1.1 hereto and pursuant to which the Notes will be sold.

ITEM 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

 

Exhibit No.      Description of Exhibit

1.1

     Distribution Agreement, dated August 12, 2011, between the Company and BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Deutsche Bank Securities Inc., and each of the other Agents listed on Schedule A thereto.

4.1

     Officers’ Certificate and Company Order, dated August 12, 2011, to establish the Series C Notes (excluding exhibits thereto).

4.2

     Officers’ Certificate and Company Order, dated August 12, 2011, to establish the Series D Notes (excluding exhibits thereto).

4.3

     Specimen of Series C Notes.
(a)      Series C (Senior) Form of Global Fixed Rate Note.
(b)      Series C (Senior) Form of Global Floating Rate Note.
(c)      Series C (Senior) Form of Global OID Zero Coupon Note.
(d)      Series C (Senior) Form of Global OID Fixed Rate Note.
(e)      Series C (Senior) Form of Master Global Note.

4.4

     Specimen of Series D Notes.
(a)      Series D (Subordinated) Form of Global Fixed Rate Note.
(b)      Series D (Subordinated) Form of Global Floating Rate Note.
(c)      Series D (Subordinated) Form of Global OID Zero Coupon Note.
(d)      Series D (Subordinated) Form of Global OID Fixed Rate Note.
(e)      Series D (Subordinated) Form of Master Global Note.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

BB&T CORPORATION
(Registrant)  
By:  

        /s/ Cynthia B. Powell

Name:   Cynthia B. Powell
Title:   Executive Vice President and Corporate
  Controller (Principal Accounting Officer)

Date: August 12, 2011