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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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Effective December 6, 2019, SunTrust completed its previously announced merger of equals with BB&T. On the Closing Date, SunTrust merged with and into BB&T, with BB&T continuing as the surviving corporation. Upon closing of the Merger, the separate existence of SunTrust ceased. Also in connection with the closing, BB&T changed its name from “BB&T Corporation” to “Truist Financial Corporation” and changed its ticker symbol to “TFC”.
Following the Merger, SunTrust Bank, a subsidiary that was wholly owned by SunTrust, merged with and into Branch Banking and Trust Company, a subsidiary wholly owned by BB&T (“Branch Bank”), with Branch Bank continuing as the surviving bank (the “Bank Merger”). Upon closing of the Bank Merger, the separate existence of SunTrust Bank ceased. In connection with the Bank Merger, Branch Bank changed its name to “Truist Bank”.
Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share, of SunTrust (“SunTrust Common Stock”) outstanding as of immediately prior to the Effective Time, other than certain shares held by SunTrust or BB&T, was converted into the right to receive 1.295 shares of common stock (the “Exchange Ratio”), par value $5.00, of BB&T (“BB&T Common Stock”). Holders of SunTrust Common Stock became entitled to receive cash in lieu of fractional shares. At the Effective Time, each share of perpetual preferred stock, Series A, no par value, of SunTrust (“SunTrust series A preferred stock”); perpetual preferred stock, Series B, no par value, of SunTrust (“SunTrust series B preferred stock”); perpetual preferred stock, Series F, no par value, of SunTrust (“SunTrust series F preferred stock”); perpetual preferred stock, Series G, no par value, of SunTrust (“SunTrust series G preferred stock”); and perpetual preferred stock, Series H, no par value, of SunTrust (“SunTrust series H preferred stock” and together with SunTrust series A preferred stock, SunTrust series B preferred stock, SunTrust series F preferred stock and SunTrust series G preferred stock, the “SunTrust Preferred Stock”) issued and outstanding immediately prior to the Effective Time, other than dissenting shares, was converted into the right to receive one share of an applicable newly issued series of BB&T preferred stock having substantially the same terms as such share of SunTrust Preferred Stock. In addition, at the Effective Time, each outstanding SunTrust depositary share representing a 1/100th (or 1/4,000th, in the case of SunTrust series A preferred stock) interest in a share of the applicable series of SunTrust Preferred Stock (other than in respect of dissenting shares of SunTrust Preferred Stock) was converted into a BB&T depositary share representing a 1/100th (or 1/4,000th, in the case of BB&T series I preferred stock) interest in a share of the applicable series of BB&T preferred stock having substantially the same terms as the applicable series of SunTrust Preferred Stock. In addition, each outstanding preferred purchase security issued by SunTrust Preferred Capital I representing a 1/100th interest in a share of SunTrust series B preferred stock (other than in respect of dissenting shares of SunTrust series B preferred stock) remains outstanding following the Merger and represents a 1/100th interest in a share of BB&T series J preferred stock having substantially the same terms as the terms of SunTrust series B Preferred Stock.
At the Effective Time, each outstanding SunTrust equity award granted under SunTrust’s equity compensation plans was converted into a corresponding award with respect to BB&T Common Stock, with the number of shares underlying such award (and, in the case of stock options, the applicable exercise price) adjusted based on the Exchange Ratio. Each such converted BB&T equity award will continue to be subject to the same terms and conditions as applied to the corresponding SunTrust equity award, except that, in the case of SunTrust performance stock unit awards, the number of shares underlying the converted BB&T equity award was determined based on actual performance through September 30, 2019 for the portion of the performance period prior to the date of consummation of the Merger and target performance for the balance of the applicable performance period and such award will continue to vest after the Effective Time solely based on continued service.