BBTPG BB&T Corp. Prfd G

BB&T CORP false 0000092230 0000092230 2019-09-16 2019-09-16 0000092230 us-gaap:CommonStockMember 2019-09-16 2019-09-16 0000092230 us-gaap:SeriesFPreferredStockMember 2019-09-16 2019-09-16 0000092230 us-gaap:SeriesGPreferredStockMember 2019-09-16 2019-09-16 0000092230 us-gaap:SeriesHPreferredStockMember 2019-09-16 2019-09-16

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

September 16, 2019

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 or other jurisdiction 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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $5 par value		BBT		New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred Stock		BBT PrF		New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series G Non-Cumulative Perpetual Preferred Stock		BBT PrG		New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock		BBT PrH		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01.

Other Events.

On September 16, 2019, BB&T Corporation (the “Company”) issued and sold $1,100,000,000 aggregate principal amount of its 2.200% Medium-Term Notes, Series G (Senior), due March 16, 2023 (the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-233483), as amended, filed by the Company with the Securities and Exchange Commission. In connection with the issuance and sale, the legal opinions of Squire Patton Boggs (US) LLP and Robert J. Johnson, Jr., Senior Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer of the Company are being filed as Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit     No.				Description of Exhibit
	5.1			Opinion of Squire Patton Boggs (US) LLP as to the validity of the Notes.
	5.2			Opinion of Robert J. Johnson, Jr. as to the validity of the Notes.
	23.1			Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1).
	23.2			Consent of Robert J. Johnson, Jr. (included in Exhibit 5.2).
	104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.