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EX-5.1 - TRUIST FINANCIAL CORPexhibit51.htm
EX-4.1 - TRUIST FINANCIAL CORPexhibit41.htm
EX-1.1 - TRUIST FINANCIAL CORPexhibit11.htm
EX-4.3 - TRUIST FINANCIAL CORPexhibit43.htm
EX-4.2 - TRUIST FINANCIAL CORPexhibit42.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

 

October 29, 2012

Date of Report (Date of earliest event reported)

______________

 

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 29, 2012, BB&T Corporation, a North Carolina corporation (the “Company”), filed Articles of Amendment for the purpose of amending its Articles of Incorporation to fix the designations, preferences, limitations and relative rights of its Series F Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share and a liquidation preference of $25,000 per share (the “Preferred Stock”). A copy of the Articles of Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On October 31, 2012, the Company closed the sale of 18,000,000 Depositary Shares, with each Depositary Share representing ownership of 1/1,000th of a share of the Company’s Preferred Stock, which were registered pursuant to a registration statement on Form S-3 (SEC File No. 333-175538) which was automatically effective on July 13, 2011 (the “Registration Statement”). The following documents are being filed with this report on Form 8-K and shall be incorporated by reference into the Registration Statement: (i) Underwriting Agreement dated October 24, 2012, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters; (ii) Articles of Amendment of the Company filed October 29, 2012; (iii) Deposit Agreement dated October 31, 2012 between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary; (iv) form of Depositary Receipt; and (v) validity opinion with respect to the Depositary Shares and the Preferred Stock.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

Exhibit No. Description of Exhibit

1.1Underwriting Agreement dated October 24, 2012, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein.
4.1Articles of Amendment of the Company with respect to Series F Non-Cumulative Perpetual Preferred Stock filed October 29, 2012.
4.2Form of certificate representing the Series F Non-Cumulative Perpetual Preferred Stock.
4.3Deposit Agreement dated October 31, 2012, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary.
4.4Form of Depositary Receipt (included as part of Exhibit 4.3).
5.1Validity opinion of Robert J. Johnson, Jr., Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer of the Company.
23.1Consent of Robert J. Johnson, Jr., Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer of the Company (included as part of Exhibit 5.1).

 

 
 

 

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

 

 

Date: October 31, 2012

 

 
 

EXHIBIT INDEX

 

Exhibit No. Description of Exhibit

1.1Underwriting Agreement dated October 24, 2012, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein.
4.1Articles of Amendment of the Company with respect to Series F Non-Cumulative Perpetual Preferred Stock filed October 29, 2012.
4.2Form of certificate representing the Series F Non-Cumulative Perpetual Preferred Stock.
4.3Deposit Agreement dated October 31, 2012 between the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary.
4.4Form of Depositary Receipt (included as part of Exhibit 4.3).
5.1Validity opinion of Robert J. Johnson, Jr., Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer of the Company.
23.1Consent of Robert J. Johnson, Jr., Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer of the Company (included as part of Exhibit 5.1).