WINSTON-SALEM, N.C.,
June 12, 2019 /PRNewswire/ --
BB&T Corporation (NYSE: BBT) and SunTrust Banks, Inc., (NYSE:
STI) today announced Truist as the name for the combined company to
be created through their merger of equals. Truist will be the
sixth-largest U.S. bank holding company serving more than 10
million households in the U.S., with a leading presence in many of
the most attractive, high-growth markets in the country. Building
on 275 years of combined history and culture, Truist's additional
size and scale will redefine the client experience through
innovative technology and create meaningful change in its
communities.
"With the merger of equals, our goal is to create a bold,
transformative organization that delivers a smarter and easier
client experience through technology and human connection," said
BB&T Chairman and Chief Executive Officer Kelly S. King, who will serve as the Chairman
and CEO of the combined company. "True to the heritage of both
companies, Truist will reflect what we stand for – a shared belief
in building a better future for our clients and communities."
"Truist is a brand name representative of two mission- and
purpose-driven companies coming together to serve our clients as a
true financial partner," said SunTrust Chief Executive Officer
Bill Rogers, who will be President
and Chief Operating Officer of the combined company until he
succeeds King as Chief Executive Officer in September 2021. "As part of our relentless
pursuit to create a better experience, we're making a commitment to
always look forward, pursue what's next and strive to do more to
further financial well-being for everyone."
The two companies partnered with Interbrand, a global brand
consultancy, to lead in the development of the new name and brand
identity. The rigorous, data-driven brand development process
prioritized input from BB&T associates, SunTrust teammates and
clients. Through focus groups and analytical research, these
stakeholders shared their expectations and aspirations for the new
brand, which led to the name revealed today.
Additional brand elements, such as the logo, typography and
visual identity will be revealed at a later date. The combined
holding company will be named Truist Financial Corporation and
the combined bank will be named Truist Bank. While the new names
will be effective upon completion of the merger, clients will
continue to be served post-closing under the BB&T and SunTrust
brands for the near future. Over time following the closing, both
the BB&T and SunTrust brands will be seamlessly transitioned to
the full Truist client experience, products and services.
In the coming months, shareholders of both BB&T and SunTrust
will vote on the proposed merger of equals. Shareholders of
BB&T will also vote on the new holding company name. The merger
is expected to close in the third or fourth quarter of 2019,
subject to satisfaction of customary closing conditions, including
receipt of regulatory approvals and approval by the shareholders of
each company. BB&T and SunTrust remain separate and independent
companies until the transaction closes.
For more information, visit
https://thepremierfinancialinstitution.com.
About BB&T
BB&T is one of the largest
financial services holding companies in the U.S. with $227.7 billion in assets and market
capitalization of approximately $35.6
billion as of March 31, 2019.
Building on a long tradition of excellence in community banking,
BB&T offers a wide range of financial services including retail
and commercial banking, investments, insurance, wealth management,
asset management, mortgage, corporate banking, capital markets and
specialized lending. Based in Winston-Salem, N.C., BB&T operates more
than 1,800 financial centers in 15 states and Washington, D.C. and is consistently
recognized for outstanding client service by Greenwich Associates
for small business and middle market banking. More information
about BB&T and its full line of products and services is
available at www.bbt.com.
About SunTrust
SunTrust Banks, Inc. (NYSE: STI) is a
purpose-driven company dedicated to Lighting the Way to Financial
Well-Being for the people, businesses, and communities it serves.
SunTrust leads onUp, a national movement inspiring Americans to
build financial confidence. Headquartered in Atlanta, the Company has two business
segments: Consumer and Wholesale. Its flagship subsidiary, SunTrust
Bank, operates an extensive branch and ATM network throughout the
high-growth Southeast and Mid-Atlantic states, along with 24-hour
digital access. Certain business lines serve consumer, commercial,
corporate, and institutional clients nationally. As of March 31, 2019, SunTrust had total assets of
$220 billion and total deposits of
$162 billion. The Company provides
deposit, credit, trust, investment, mortgage, asset management,
securities brokerage and capital market services. Learn more at
www.suntrust.com.
Cautionary Note Regarding Forward-Looking
Statements
This communication contains "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding the financial condition, results of
operations, business plans and the future performance of BB&T
and SunTrust. Words such as "anticipates," "believes," "estimates,"
"expects," "forecasts," "intends," "plans," "projects," "could,"
"may," "should," "will" or other similar words and expressions are
intended to identify these forward-looking statements. These
forward-looking statements are based on BB&T's and SunTrust's
current expectations and assumptions regarding BB&T's and
SunTrust's businesses, the economy, and other future conditions.
Because forward-looking statements relate to future results and
occurrences, they are subject to inherent uncertainties, risks, and
changes in circumstances that are difficult to predict. Many
possible events or factors could affect BB&T's or SunTrust's
future financial results and performance and could cause actual
results or performance to differ materially from anticipated
results or performance. Such risks and uncertainties include, among
others: the occurrence of any event, change or other circumstances
that could give rise to the right of one or both of the parties to
terminate the definitive merger agreement between BB&T and
SunTrust, the outcome of any legal proceedings that may be
instituted against BB&T or SunTrust, delays in completing the
transaction, the failure to obtain necessary regulatory approvals
(and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the
expected benefits of the transaction) and shareholder approvals or
to satisfy any of the other conditions to the transaction on a
timely basis or at all, the possibility that the anticipated
benefits of the transaction are not realized when expected or at
all, including as a result of the impact of, or problems arising
from, the integration of the two companies or as a result of the
strength of the economy and competitive factors in the areas where
BB&T and SunTrust do business, the possibility that the
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events, diversion of
management's attention from ongoing business operations and
opportunities, potential adverse reactions or changes to business
or employee relationships, including those resulting from the
announcement or completion of the transaction, the ability to
complete the transaction and integration of BB&T and SunTrust
successfully, and the dilution caused by BB&T's issuance of
additional shares of its capital stock in connection with the
transaction. Except to the extent required by applicable law or
regulation, each of BB&T and SunTrust disclaims any obligation
to update such factors or to publicly announce the results of any
revisions to any of the forward-looking statements included herein
to reflect future events or developments. Further information
regarding BB&T, SunTrust and factors which could affect the
forward-looking statements contained herein can be found in
BB&T's Annual Report on Form 10-K for the fiscal year
ended December 31, 2018 and its other
filings with the Securities and Exchange Commission ("SEC"), and in
SunTrust's Annual Report on Form 10-K for the fiscal year
ended December 31, 2018 and its other
filings with the SEC.
Additional Information about the Merger and Where to Find
It
In connection with the proposed merger with SunTrust,
BB&T has filed with the SEC a registration statement on
Form S-4 to register the shares of BB&T's capital
stock to be issued in connection with the merger. The registration
statement includes a joint proxy statement/prospectus which will be
sent to the shareholders of BB&T and SunTrust seeking their
approval of the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION
BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION
ABOUT BB&T, SUNTRUST, AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the SEC
at www.sec.gov or from BB&T at its website, www.bbt.com, or
from SunTrust at its website, www.suntrust.com. Documents filed
with the SEC by BB&T will be available free of charge by
accessing BB&T's website at http://bbt.com/ under the tab
"About BB&T" and then under the heading "Investor Relations"
or, alternatively, by directing a request by telephone or mail to
BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina, (336)
733-3065, and documents filed with the SEC by SunTrust will be
available free of charge by accessing SunTrust's website at
http://suntrust.com/ under the tab "Investor Relations," and then
under the heading "Financial Information" or, alternatively, by
directing a request by telephone or mail to SunTrust Banks, Inc.,
303 Peachtree Street, N.E., Atlanta,
Georgia 30308, (877) 930-8971.
Participants in the Solicitation
BB&T, SunTrust
and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the shareholders of BB&T and SunTrust in connection with
the proposed transaction under the rules of the SEC. Certain
information regarding the interests of these participants and a
description of their direct and indirect interests, by security
holdings or otherwise, will be included in the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. Additional information about BB&T, and its
directors and executive officers, may be found in the definitive
proxy statement of BB&T relating to its 2019 Annual Meeting of
Shareholders filed with the SEC on March 19,
2019, and other documents filed by BB&T with the SEC.
Additional information about SunTrust, and its directors and
executive officers, may be found in the definitive proxy statement
of SunTrust relating to its 2019 Annual Meeting of Shareholders
filed with the SEC on March 8, 2019,
and other documents filed by SunTrust with the SEC. These documents
can be obtained free of charge from the sources described
above.
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SOURCE BB&T Corporation