TRUIST FINANCIAL CORP 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock false 0000092230 0000092230 2024-01-19 2024-01-19 0000092230 us-gaap:CommonStockMember 2024-01-19 2024-01-19 0000092230 tfc:SeriesIPreferredStockMember 2024-01-19 2024-01-19 0000092230 tfc:SeriesJPreferredStockMember 2024-01-19 2024-01-19 0000092230 tfc:SeriesOPreferredStockMember 2024-01-19 2024-01-19 0000092230 tfc:SeriesRPreferredStockMember 2024-01-19 2024-01-19

 

 

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

January 19, 2024

Date of Report (Date of earliest event reported)

 

 

Truist Financial Corporation

(Exact name of registrant as specified in its charter)

 

 

 

North Carolina   1-10853   56-0939887
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

214 North Tryon Street

Charlotte, North Carolina

    28202
(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   TFC   New York Stock Exchange
Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock   TFC.PI   New York Stock Exchange
5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock   TFC.PJ   New York Stock Exchange
Depositary shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock   TFC.PO   New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock   TFC.PR   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 January 19, 2023, Truist Financial Corporation (the “Company”) established a medium-term note program pursuant to which the Company may issue from time to time its Medium-Term Notes, Series I (Senior) (the “Series I Notes”), and Medium-Term Notes, Series J (Subordinated) (the “Series J Notes” and, together with the Series I Notes, the “Notes”).

The Series I Notes will be issued under that certain Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of May 4, 2009, and by a Second Supplemental Indenture, dated as of June 6, 2022, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor to the corporate trust business of State Street Bank and Trust Company), as trustee, as supplemented by an Officers’ Certificate and Company Order, dated as of January 19, 2024, with respect to, among other things, the establishment of the form and certain terms of the Series I Notes.

The Series J Notes will be issued under that certain Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of December 23, 2003, by a Second Supplemental Indenture, dated as of September 24, 2004, by a Third Supplemental Indenture, dated as of May 4, 2009 and by a Fourth Supplemental Indenture, dated as of July 28, 2022, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor to the corporate trust business of State Street Bank and Trust Company), as trustee, as supplemented by an Officers’ Certificate and Company Order, dated as of January 19, 2024, with respect to, among other things, the establishment of the form and certain terms of the Series J Notes.

The offering of the Notes has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-276600).

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description of Exhibit

1.1    Distribution Agreement, dated as of January 19, 2024, between the Company and Truist Securities, Inc. and the other Agents listed on Annex A thereto.
4.1    Officers’ Certificate and Company Order, dated as of January 19, 2024, establishing the form and certain terms of the Medium-Term Notes, Series I (Senior) (excluding exhibits thereto).
4.2    Officers’ Certificate and Company Order, dated as of January 19, 2024, establishing the form and certain terms of the Medium-Term Notes, Series J (Subordinated) (excluding exhibits thereto).
4.3   

Specimen Notes:

 

(a)   Form of Master Global Note, Series I (Senior).

 

(b)   Form of Master Global Note, Series J (Subordinated).

5.1    Opinion of Mayer Brown LLP.
23.1    Consent of Mayer Brown LLP (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

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

 

TRUIST FINANCIAL CORPORATION
By:  

/s/ Cynthia B. Powell

Name:   Cynthia B. Powell
Title:  

Executive Vice President and Corporate Controller

(Principal Accounting Officer)

Date: January 19, 2024

Exhibit 1.1

Truist Financial Corporation

(a North Carolina corporation)

Medium-Term Notes, Series I (Senior)

Medium-Term Notes, Series J (Subordinated)

DISTRIBUTION AGREEMENT

January 19, 2024

Truist Securities, Inc.

3333 Peachtree Road, 11th Floor

Atlanta, Georgia 30326

AND EACH OF THE OTHER AGENTS LISTED

ON SCHEDULE A HERETO

Ladies and Gentlemen:

Truist Financial Corporation, a North Carolina corporation (the “Company”), confirms its agreement (this “Agreement”) with you (you and each other person appointed as an agent from time to time pursuant to Section 16 of this Agreement being hereinafter referred to as an “Agent”) with respect to the issue and sale by the Company of Medium-Term Notes, Series I (Senior) (the “Senior Notes”) and Medium-Term Notes, Series J (Subordinated) (the “Subordinated Notes” and, together with the Senior Notes, the “Securities”) due nine (9) months or more from date of issue. The Senior Notes are to be issued pursuant to an Indenture, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of May 4, 2009, and a Second Supplemental Indenture to Senior Indenture, dated as of June 6, 2022 (as so amended and as the same may be supplemented or amended from time to time, the “Senior Note Indenture”), between the Company and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association and successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Senior Note Trustee”), and an Officers’ Certificate establishing the terms of the Securities and any applicable Authentication Certificate supplemental to the Officers’ Certificate. The Subordinated Notes are to be issued pursuant to an Indenture, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of December 23, 2003, a Second Supplemental Indenture, dated as of September 24, 2004, a Third Supplemental Indenture, dated as of May 4, 2009, and a Fourth Supplemental Indenture, dated as of July 28, 2022 (as so amended and as the same may be supplemented or amended from time to time, the “Subordinated Note Indenture”), between the Company and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association, a national banking association and successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Subordinated Note Trustee”), and an Officers’ Certificate establishing the terms of the Securities and any applicable Authentication Certificate supplemental to the Officers’ Certificate. The Senior Note Indenture and the Subordinated Note Indenture are together referred to herein as the “Indentures.” It is understood that the Company may from time to time authorize the issuance of additional Securities and that such additional Securities may be sold through or to the Agents pursuant to the terms of this Agreement, as though the issuance of such Securities were authorized as of the date hereof. This Agreement replaces and supersedes the Distribution Agreement, dated as of June 30, 2017, between the Company and the Agents (as such term is defined therein).


Subject to the terms and conditions stated herein, the Company hereby (i) appoints you as an agent of the Company for the purpose of soliciting purchases of the Securities from the Company by others and (ii) agrees that whenever the Company determines to sell Securities directly to you as principal for resale to others, it will enter into a terms agreement (which shall be substantially in the form of Exhibit A hereto and which may take the form of an oral agreement confirmed in writing or any exchange of any standard form of written telecommunication between you and the Company), a syndicated terms agreement (which shall be substantially in the form of Exhibit B hereto) or other separate agreement to which you and the Company shall otherwise agree, relating to such sale in accordance with the provisions of Section 2(b) hereof (any such terms agreement, syndicated terms agreement or other separate agreement to which you and the Company shall otherwise agree shall hereinafter be referred to as a “Terms Agreement”).

SECTION 1. Representations and Warranties.

(a) The Company represents and warrants to you as of the date hereof, as of the Closing Time (as defined below) and each Settlement Date (as defined below) hereinafter referred to, and as of the times referred to in Sections 6(a) and 6(b) hereof (in each case, the “Representation Date”), as follows:

(i) An “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”)) on Form S-3 in respect of the Securities (File No. 333-2766000) (A) has been prepared by the Company in conformity with the requirements of the 1933 Act, and the rules and regulations (the “1933 Act Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (B) has been filed with the Commission under the 1933 Act not earlier than the date that is three years prior to the Closing Time and (C) upon its filing with the Commission, automatically became and is effective under the 1933 Act. Copies of such registration statement and any amendment thereto (excluding exhibits to such registration statement and all documents that have been filed with the Commission pursuant to EDGAR (as defined below) and incorporated by reference in each prospectus contained therein) have been delivered or made available by the Company to the Agents; and no other document with respect to such registration statement or any such document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission.

Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the rules and regulations under the 1933 Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B(f) of the 1933 Act Regulations is referred to as the “Rule 430B Information.”

 

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No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Agents; no order preventing or suspending the use of the Prospectus (as defined below) or any Issuer Free Writing Prospectus (as defined below) has been issued by the Commission; and the Company meets the requirements for use of Form S-3 and has not been notified by the Commission of any objection to the use of the automatic shelf registration statement on Form S-3.

The Company is a “well-known seasoned issuer” (as defined in Rule 405 of the 1933 Act Regulations) and has not been, and continues not to be, an “ineligible issuer” (as defined in Rule 405 of the 1933 Act Regulations), in each case, at all times relevant under the 1933 Act in connection with the offering of the Securities. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the 1933 Act objecting to the use of the automatic shelf registration statement and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement.

For purposes of this Agreement, the following terms have the specified meanings:

The term “Applicable Time” means the time and date set forth in the Terms Agreement relating to an issue of Securities or, when not otherwise agreed to between the Company and the applicable Agent or Agents, the time and date when an Agent first conveys to purchasers the pricing terms of an issue of Securities set forth in the applicable Pricing Supplement (or a Term Sheet (as defined in Section 3(d)), if any, prepared prior to the Pricing Supplement), for such issue of Securities.

The term “Basic Prospectus” means the base prospectus relating to the Securities included in the Registration Statement at the time it became effective.

The term “Prospectus” means the prospectus relating to the Securities, including the Basic Prospectus and the prospectus supplement relating to the Securities heretofore filed with the Commission (the “Prospectus Supplement”) and any pricing supplement related to any issue of Securities (the “Pricing Supplement”), in the form first furnished to the Agents for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act.

As used herein, the terms “Registration Statement,” “Basic Prospectus,” and “Prospectus” shall include, in each case, the material, if any, incorporated by reference therein as of its effective time, in the case of the Registration Statement and the Basic Prospectus, and as of the date of such prospectus, in the case of any Prospectus. Any reference to any amendment or supplement to the Basic Prospectus or Prospectus shall be deemed to refer to and include any document incorporated by reference after the date of such Basic Prospectus or any Prospectus, as the case may be. Any reference to any amendment to the Registration Statement shall be deemed to include any document incorporated by reference after the effective time of such Registration Statement.

 

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The term “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the 1933 Act (“Rule 433”), prepared in connection with an issue of Securities, including a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission.

The term “Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433), as evidenced by it being specified in a schedule to the Terms Agreement (for offerings pursuant to Section 2(b)), including, without limitation, any Term Sheet (as defined in Section 3(d) hereof), or as otherwise identified by the parties hereto.

The term “Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

All references herein to the Registration Statement or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

(ii) The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package (as defined below) and the Prospectus, at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations thereunder, and when read together and with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, (A) at the time the Registration Statement became effective, (B) at the earlier of the time the Prospectus was first used and the date and time of the first contract of sale of the Securities and (C) as of the Closing Time and the Settlement Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading; provided, however, that the foregoing shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by you expressly for use therein.

(iii) At the respective times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to an Agent pursuant to Rule 430B(f)(2) under the 1933 Act and at the Closing Time, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”)

 

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and the rules and regulations thereunder, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, at the Closing Time and at each Settlement Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus complied when filed with the Commission in all material respects with the 1933 Act Regulations and the Prospectus delivered to the Agents for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T under the 1933 Act; and, with respect to any issue of Securities, as of the Applicable Time for such issue of Securities, neither (x) the Basic Prospectus, the Prospectus Supplement, the applicable Pricing Supplement (if no Term Sheet has been prepared for such issue of Securities) and the Issuer General Use Free Writing Prospectus(es), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of any such issue of Securities or until any earlier date that the Company notified or notifies the Agents, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the General Disclosure Package or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified; provided, however, that the representations and warranties in this Section 1(a)(iii) shall not apply to statements in or omissions from the Registration Statement, the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Agent expressly for use therein or to that part of the Registration Statement constituting the Statement of Eligibility under the 1939 Act (Form T-1) of any trustee.

(iv) The Company and, to the best of its knowledge, its officers and directors are in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

 

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(v) PricewaterhouseCoopers LLP (or another nationally recognized firm of independent public accountants), who audited and reviewed the financial statements and the Company’s internal controls included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the 1933 Act and the 1933 Act Regulations and the Public Company Accounting Oversight Board (United States) (the “PCAOB”).

(vi) The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with the requirements of the 1933 Act and present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; and said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved except as otherwise disclosed therein.

(vii) Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein or contemplated thereby, (A) there has been no Material Adverse Effect (as defined below), (B) there has been no material decrease in the capital stock or any material increase in the long-term debt to third parties of the Company or any of its Significant Subsidiaries, and (C) there have been no material transactions entered into by the Company or any of its Significant Subsidiaries other than those in the ordinary course of business. “Material Adverse Effect” shall mean a material adverse change, whether or not arising in the ordinary course of business, in the condition, financial or otherwise, or in the earnings, income, affairs or business prospects of the Company and its subsidiaries considered as one enterprise. “Significant Subsidiary” shall have the meaning given such term in Rule 1-02 of Regulation S-K under the 1933 Act.

(viii) The Company (A) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of North Carolina, (B) is duly registered as a bank holding company and has duly elected to be a financial holding company under the Bank Holding Company Act of 1956, as amended, and (C) has corporate power and authority to (i) own, lease and operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) execute, deliver and perform this Agreement, the Securities, the Indentures and each applicable Terms Agreement, if any, and consummate any transactions herein and therein contemplated. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Effect.

 

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(ix) Truist Bank, the Company’s principal banking subsidiary (the “Principal Banking Subsidiary”), has been duly incorporated and is validly existing as a state-chartered commercial bank in good standing under the laws of the State of North Carolina and has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus; all of the issued and outstanding capital stock of the Principal Banking Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable; and 100% of the capital stock of the Principal Banking Subsidiary is owned by the Company, directly or through subsidiaries, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity. The Principal Banking Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Effect.

(x) The authorized, issued and outstanding capital stock of the Company is as set forth in the General Disclosure Package and the Prospectus as of the date or dates specified therein, and the shares of issued and outstanding capital stock set forth therein have been duly authorized and validly issued and are fully paid and non-assessable and conform in all material respects to the descriptions thereof contained in the General Disclosure Package and Prospectus.

(xi) (A) Neither the Company nor any of its Significant Subsidiaries is in violation of its organizational documents and (B) neither the Company nor any of its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument (or similar documents) to which it is a party or by which it or any of them or their properties or assets may be bound, except in the case of this clause (B) for such violations or defaults that would not result in a Material Adverse Effect; and the execution and delivery of this Agreement, the Securities, the Indentures and each applicable Terms Agreement, if any, and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument (or similar documents) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except where such breach or default would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or by-laws (or similar document) of the Company or any of its Significant Subsidiaries or any law, administrative regulation or administrative or court order or decree; and no consent, approval, authorization, license or order of or filing or

 

7


registration with, any court or governmental authority or agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1939 Act or the 1933 Act Regulations, all of which have been obtained, or such as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Agents.

(xii) The Company is not, and after giving effect to the issuance of the offered Securities and the application of the proceeds thereof as described in the General Disclosure Package and the Prospectus, will not be an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”), or controlled by an entity required to be registered under the 1940 Act as an “investment company.”

(xiii) The Company and its subsidiaries own or possess or have obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease or own, as the case may be, and to operate their respective properties and to carry on their respective businesses as presently conducted, except where the failure to own, possess or maintain such governmental licenses, permits, consents, orders, approvals and other authorizations would not, individually or in the aggregate, result in a Material Adverse Effect.

(xiv) The Company and its subsidiaries own or possess all material trademarks, service marks and trade names necessary to conduct the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any trademarks, service marks or trade names that, if the subject of an unfavorable decision, ruling or finding, would, individually or in the aggregate, result in a Material Adverse Effect.

(xv) There is no action, suit, proceeding, inquiry or investigation before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries, which may reasonably be expected to result in a Material Adverse Effect, or which may reasonably be expected to materially and adversely affect the properties or assets thereof or which may reasonably be expected to materially and adversely affect the consummation of this Agreement and the consummation of the transactions contemplated hereby; and there are no material contracts or documents of the Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement by the 1933 Act or by the 1933 Act Regulations which have not been so filed.

(xvi) No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent.

 

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(xvii) The Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and of the applicable Indenture against payment of the consideration therefor specified herein, the Securities will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by requirements that a claim with respect to any Securities payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States. The Securities will be substantially in a form previously certified to the Agents and contemplated by the applicable Indenture; and each holder of Securities will be entitled to the benefits of the applicable Indenture. The Securities and the Indentures conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(xviii) Each of this Agreement and any applicable Terms Agreement has been duly authorized, executed and delivered by the Company.

(xix) The Indentures have been duly qualified under the 1939 Act and have been duly authorized, executed and delivered by the Company and are the legal, valid and binding agreements of the Company, enforceable in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law).

(xx) Except as specifically disclosed in the General Disclosure Package and the Prospectus, to the best knowledge of the Company, the operations of the Company and its subsidiaries are currently in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and any instances of non-compliance have been resolved with the applicable governmental agency and no formal action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, is threatened.

 

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(xxi) Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (A) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (C) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010; or (D) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment, except where any of the activities set forth in clauses (A), (B), (C) and (D) would not have a Material Adverse Effect; and the Company has instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to ensure compliance with the laws set forth in clause (C).

(xxii) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f)) that complies with the requirements of the 1934 Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting.

(xxiii) Since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(xxiv) The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15e and 15d-15e under the 1934 Act) that comply with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

(xxv) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”) of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or economic or trade sanctions imposed by the European Commission or administered by the UK Office of Financial Sanctions Implementation; and the Company will not directly or indirectly use the proceeds

 

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of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing or facilitating the activities of any person or entity currently subject to any U.S. sanctions administered by OFAC or economic or trade sanctions imposed by the European Commission or administered by the UK Office of Financial Sanctions Implementation.

(xxvi) The Company has not agreed to pay, and the Company does not know of any outstanding material claims in the nature of, a finder’s fee, financial advisory fee, origination fee or similar fee to be paid by them with respect to the transactions contemplated hereby except as contemplated by this Agreement.

(xxvii) Each of this Agreement, the Securities, the Indentures and each applicable Terms Agreement, if any, that are described in the General Disclosure Package and the Prospectus will conform in all material respects to the respective statements relating thereto in the General Disclosure Package and the Prospectus.

(xxviii) Neither the Company nor any of its Affiliates has taken, or will take, directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in stabilization or manipulation of the price of the Securities in violation of Regulation M under the 1934 Act.

(xxix) (A) Except as specifically disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company is not aware of any material security breach or other compromise relating to the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”); (B) neither the Company nor its subsidiaries have been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority and internal policies relating to the privacy and security of IT Systems and Data and to the reasonable protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.

 

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(b) Any certificate signed by any officer of the Company and delivered to you or to your counsel in connection with an offering of Securities, or the sale of Securities to you as principal pursuant to any applicable Terms Agreement, contemplated by this Agreement shall be deemed a representation and warranty by the Company to you as to the matters covered thereby on the date of such certificate and at each Representation Date relating to such offering or sale.

SECTION 2. Solicitations as Agent; Purchases as Principal.

(a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to use your reasonable efforts, as agent for the Company, to solicit offers to purchase the Securities upon the terms and conditions set forth in the General Disclosure Package and the Prospectus. You are not authorized to appoint sub-agents with respect to Securities sold through you as agent. All securities sold through you as agent will be sold at 100% of their principal amount, unless otherwise agreed upon by you and the Company.

The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, you will forthwith suspend solicitation of purchases from the Company until advised by the Company that such solicitation may be resumed.

The Company agrees to pay you a commission equal to a specified percentage, as agreed between the Company and you, of the principal amount (or, in the case of original issue discount securities, the principal amount payable at the stated maturity thereof) of each Security sold by the Company, as a result of a solicitation made or offer to purchase received by you, as agent for the Company.

You, in your capacity as agent for the Company, are authorized to solicit orders for the Securities with terms specified to you from time to time by the Company. You shall communicate to the Company, orally or in writing, each offer to purchase Securities received by you as agent that in your judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. You shall have the right to reject any offer to purchase the Securities received by you in whole or in part, and any such rejection shall not be deemed a breach of your agreement contained herein.

(b) Purchases as Principal. Each sale of Securities to you as principal shall be made in accordance with the terms of this Agreement and (unless the Company and you shall otherwise agree) a Terms Agreement which will provide for the sale of such Securities to, and the purchase and reoffering thereof by, you. Your commitment to purchase Securities pursuant to any applicable Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company contained herein and in any applicable Terms Agreement and shall be subject to the terms and conditions set forth herein and in any such Terms Agreement; provided, however, that for purposes of any Terms Agreement, all references in this Agreement to “you” or “the Agents” shall be deemed to refer only to the Agent or Agents that are a party to such Terms Agreement. Each Terms Agreement shall specify the principal amount of Securities to be purchased by you pursuant thereto, the price to be paid to the Company for such Securities, the initial public offering price, if any, at which the Securities are proposed to be reoffered, and the time of delivery of and payment for such Securities and such

 

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other provisions as may be mutually agreed upon. Such Terms Agreement shall also specify any requirements for officers’ certificates, opinions of counsel and letters from PricewaterhouseCoopers LLP (or another nationally recognized firm of independent public accountants) pursuant to Sections 5 and 6 hereof. Each purchase of the Securities shall be (i) at a discount from the principal amount of such Securities as agreed between the Company and such Agent or (ii) as otherwise agreed between the Company and such Agent.

For each sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement, the procedural details relating to the issue and delivery of such Securities and payment therefor shall be as set forth in the Procedures (as defined below) unless the Company and the relevant Agent(s) shall otherwise agree.

Subject to the provisions of any applicable Terms Agreement, Securities purchased by an Agent as principal may be resold by such Agent to one or more investors or other purchasers at fixed offering prices or at varying prices related to prevailing market prices at the time of such resale, as determined by such Agent. In addition, such Agent may offer the Securities it has purchased as principal to other dealers.

If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within twenty-four (24) hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such twenty-four (24) hour period, then:

(i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligations bear to the purchase obligations of all nondefaulting Agents; or

(ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent.

No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the rights to postpone the Settlement Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

 

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(c) Procedures; Settlement. Administrative procedures with respect to the sale of Securities shall be set forth in an exhibit to the Officers’ Certificate and Company Orders relating to such Securities, each as delivered by the Company on the date hereof, as agreed to between the Company and the Agents (the “Procedures”). You and the Company agree to perform on and after the Closing Time the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. The time of delivery of and payment for Securities, whether pursuant to a Terms Agreement or other agreement to purchase Securities as principal or pursuant to another purchaser’s offer to purchase Securities solicited by you in your capacity as agent for the Company, is hereinafter referred to as the “Settlement Date” for such Securities.

(d) Non-U.S. Dollar-Denominated Securities. You agree, with respect to any Security denominated in a currency other than U.S. dollars, as agent, directly or indirectly, not to solicit offers to purchase, and as principal under any Terms Agreement or otherwise, directly or indirectly, not to offer, sell or deliver such Security in, or to residents of, the country issuing such currency (or, if such Security is denominated in a composite currency, in any country issuing a currency comprising a portion of such composite currency), except as permitted by applicable law.

(e) Delivery. The documents initially required to be delivered by Section 5 hereof shall be delivered at the offices of Sidley Austin LLP, 787 7th Avenue, New York, New York 10019 on the date hereof, or at such other time as you and the Company may agree upon in writing (the “Closing Time”).

SECTION 3. Covenants of the Company. The Company covenants with you as follows:

(a) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of the counsel for the Agents or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it shall be necessary, in the reasonable opinion of either such counsel, at any such time to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, or if at any time following issuance of an Issuer Free Writing Prospectus, any event shall occur or condition exist as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, prompt notice thereof shall be given, and confirmed in writing, to you to cease the solicitation of offers to purchase the Securities in your capacity as agent for the Company and to cease sales of any Securities you may then own as principal pursuant to a Terms Agreement or otherwise, and, if requested by you, the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement, omission or conflict or to make the Registration Statement, the Prospectus or the Issuer Free Writing Prospectus comply with such requirements.

 

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(b) On the date on which there shall be released to the general public interim financial statement information related to the Company with respect to each of the first three (3) quarters of any fiscal year or preliminary financial statement information with respect to any fiscal year, the Company shall post to its website or furnish such information to you, confirmed in writing upon request, and shall cause the Prospectus to be amended or supplemented to include or incorporate by reference summary financial information with respect to the results of operations of the Company for the period between the end of the preceding fiscal year and the end of such quarter or for such fiscal year, as the case may be, and corresponding information for the comparable period of the preceding fiscal year, as well as such other information and explanations as shall be necessary for an understanding of such amounts or as shall be required by the 1933 Act or the 1933 Act Regulations; provided, however, that if on the date of such release you shall have suspended solicitation of purchases of the Securities in your capacity as agent for the Company pursuant to a request from the Company, and shall not then hold any Securities as principal, the Company shall not be obligated so to amend or supplement the Prospectus until such time as the Company shall determine that solicitation of purchases of the Securities should be resumed or shall subsequently enter into a new Terms Agreement with you.

(c) On the date on which there shall be released to the general public financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year, the Company shall cause the Registration Statement and the Prospectus to be amended, pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate by reference such audited financial statements and the report or reports, and consent or consents to such inclusion or incorporation by reference, of the independent accountants with respect thereto, as well as such other information and explanations as shall be necessary for an understanding of such financial statements or as shall be required by the 1933 Act or the 1933 Act Regulations; provided, however, that if on the date of such release you shall have suspended solicitation of purchases of the Securities in your capacity as agent for the Company pursuant to a request from the Company, and shall not then hold any Securities as principal, the Company shall not be obligated so to amend or supplement the Prospectus until such time as the Company shall determine that solicitation of purchases of the Securities should be resumed or shall subsequently enter into a new Terms Agreement with you.

(d) The Company will: (i) prepare the Pricing Supplement in relation to the applicable Securities in a form approved by the Agents and file such Pricing Supplement pursuant to Rule 424(b) under the 1933 Act in the manner and within the time period required by Rule 424(b); (ii) if agreed between the Company and the Agents, prepare a final term sheet (a “Term Sheet”), containing solely a description of the offered Securities, in a form approved by you and to file such Term Sheet pursuant to Rule 433(d) within the time period specified therein; (iii) file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d); and (iv) make no further amendment or any supplement to the Registration Statement or Prospectus after the date referred to in Section 6(a) hereof relating to such offered Securities and prior to the applicable Settlement Date for such offered Securities which is not consented to by the Agents after reasonable notice thereof (such consent not to be unreasonably withheld).

 

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(e) The Company represents and agrees that, unless it obtains the prior consent of the Agents, and each Agent represents and agrees that, unless it obtains the prior consent of the Company and the other Agents, it has not made and will not make any offer relating to any issue of Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 of the 1933 Act Regulations, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that consent shall have been deemed to have been given with respect to a free writing prospectus containing the information contained in the Term Sheet prepared and filed pursuant to Section 3(d) hereto. Any such free writing prospectus consented to by the Company and the Agents is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. Notwithstanding anything to the contrary contained herein, the Company and the Agents consent to the use by the Agents of one or more term sheets relating to the Securities containing either the information describing the preliminary terms of the Securities or their offering or the information included in the applicable Pricing Supplement (or a Term Sheet (as defined in Section 3(d)) and other customary information that is not “issuer information,” as defined in Rule 433; provided that such term sheet shall not be treated as an Issuer Free Writing Prospectus.

(f) The Company will make generally available to its security holders (as defined in Rule 158), as soon as practicable, but not later than forty-five (45) days after the close of each of the first three (3) fiscal quarters of each fiscal year and ninety (90) days after the close of each fiscal year, earnings statements (in a form complying with the provisions of Rule 158 under the 1933 Act) covering a twelve (12) month period beginning not later than the first day of the fiscal quarter next following the effective date of the Registration Statement with respect to each sale of Securities; provided that the Company may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the 1934 Act.

(g) The Company will give you notice of its intention to file any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment to the Registration Statement or prospectus supplement not relating to the Securities or an amendment or supplement providing solely for the interest rates, redemption provisions, maturities or other terms of the Securities or other information contemplated by the Prospectus or required by the 1933 Act or the 1933 Act Regulations to be filed in a Pricing Supplement or an amendment or supplement effected by the filing of a document with the Commission pursuant to the 1934 Act). The Company will furnish you with copies of any such amendment or supplement or other documents proposed to be filed a reasonable time in advance of filing, will not file any such amendment or supplement or other documents in a form to which you or your counsel shall reasonably object and, if requested, will furnish you with copies of documents filed pursuant to the 1934 Act promptly upon request; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus) to you to the extent such document is available on EDGAR.

 

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(h) The Company will notify you as promptly as practicable (i) of the filing and effectiveness of any amendment to the Registration Statement (other than a prospectus supplement not relating to the Securities or an amendment or supplement providing solely for the interest rates, redemption provisions, maturities or other terms of the Securities or other information contemplated by the Prospectus or required by the 1933 Act or 1933 Act Regulations to be filed in a Pricing Supplement or an amendment or supplement effected by the filing of a document with the commission pursuant to the 1934 Act), (ii) of the receipt of any comments from the Commission with respect to the Registration Statement or the Prospectus or any document filed pursuant to the 1934 Act that is incorporated by reference in the Prospectus, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of initiation of any proceedings for that purpose or (v) of the suspension of qualification of the Securities for offering or sale in any jurisdiction or the initiation or threat of initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order or suspension of qualification and, if any stop order or suspension of qualification is issued, to obtain the lifting thereof at the earliest possible moment.

(i) The Company will deliver to you, in printed, electronic or such other format as may be agreed, as many signed and conformed copies of the Registration Statement (as originally filed) and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus) as you may reasonably request. The Company will furnish to you as many copies of the Prospectus (as amended or supplemented), in printed, electronic or such other format as may be agreed, as you shall reasonably request so long as you are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Securities.

(j) The Company will endeavor, in cooperation with you, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Agents may designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Securities have been qualified as above provided.

(k) The Company, during the period in which the Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.

(l) Between the date of any Terms Agreement to which you are a party and the Settlement Date with respect to such Terms Agreement, the Company will not, without the prior consent (which will not be unreasonably withheld) of each Agent that is a party to such Terms Agreement (or, in the case of a syndicated issue, the book-running lead manager(s)), offer or sell, or enter into any agreement to sell, any U.S. dollar-denominated debt securities of the Company with terms otherwise substantially similar to those of the Securities which are the subject of such Terms Agreement (other than such Securities), except as may otherwise be provided in any such Terms Agreement. Between (i) the date the Company accepts an offer by any Agent to purchase Securities as principal not pursuant to a Terms Agreement and confirms in writing its agreement

 

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to comply with this Section 3(l) with respect to such Securities, and (ii) the Settlement Date with respect to such Securities, the Company will not, without the prior consent (which will not be unreasonably withheld) of such Agent, offer or sell, or enter into any agreement to sell, any U.S. dollar-denominated debt securities of the Company with terms otherwise substantially similar to those of the Securities purchased by such Agent as principal (other than such Securities), except as may otherwise be provided in the Company’s written confirmation to such Agent.

(m) The Company will suspend solicitation of purchases of the Securities, and will advise the Agents of such suspension, upon receiving notice from a “nationally recognized statistical rating organization,” as defined in Section 3(a)(62) of the 1934 Act, of the downgrading of any rating assigned to any debt securities of the Company, or upon receiving notice of any intended or potential downgrading or any review with possible negative implications.

SECTION 4. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement (whether or not any sale of Securities is consummated), including: (a) the preparation and filing of the Registration Statement, the General Disclosure Package and Prospectus and all amendments and supplements thereto, (b) the preparation, issuance and delivery of the Securities, (c) the fees and disbursements of the Company’s counsel and accountants and of the Senior Note Trustee and the Subordinated Note Trustee and their counsel, (d) the qualification of the Securities under securities or “blue sky” laws in accordance with the provisions of Section 3(j) hereof, including filing fees and the reasonable fees and disbursements of counsel in connection therewith and in connection with the preparation of any “blue sky” memorandum, any “blue sky” survey and any legal investment survey, (e) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement, the General Disclosure Package and the Prospectus and any amendments or supplements thereto, (f) the printing and delivery to you of copies of the Indentures and any “blue sky” memorandum, “blue sky” survey or any legal investment survey, (g) any fees charged by rating agencies for the rating of the Securities and (h) the filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, securing any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities.

The Company shall reimburse you for the reasonable fees and disbursements of your counsel in connection with the establishment and maintenance of the program contemplated by this Agreement but not any subsequent issuance of Securities. The Company shall also reimburse you for any advertising and other out-of-pocket expenses incurred with the prior approval of the Company.

SECTION 5. Conditions of Obligation. Your obligation to solicit offers to purchase the Securities in your capacity as agent of the Company and your obligation to purchase Securities as principal pursuant to any Terms Agreement or otherwise and the obligations of purchasers to purchase Securities pursuant to purchase offers solicited by you and accepted by the Company will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed (in the case of an Agent’s obligation to solicit offers to purchase Securities, at the time of such solicitation, and, in the case of an Agent’s or any other purchaser’s obligation to purchase Securities, at the time the Company accepts the offer to purchase such Securities and at the applicable Settlement Date) and (in each case) to the following additional conditions precedent:

(a) At the Closing Time and at each Settlement Date with respect to any applicable Terms Agreement to which you are a party, if called for by such Terms Agreement, you shall have received:

(1) The opinion or opinions (including the 10b-5 letter), dated as of such time, of Mayer Brown LLP, counsel to the Company, in a form and substance satisfactory to you, to the effect set forth in Exhibit C.

 

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(3) The opinion or opinions of your counsel, relating to the validity of the Securities, the Indentures, this Agreement, such other matters as the Agent or Agents receiving such opinion may request and the Registration Statement, the General Disclosure Package and the Prospectus.

(b) At the Closing Time and at each Settlement Date with respect to any Terms Agreement to which you are a party, if called for by such Terms Agreement, you shall have received a certificate of the Chief Operating Officer, Chief Financial Officer, any Senior Executive Vice President, any Executive Vice President, or any Senior Vice President of the Company, dated as of the Closing Time and, if called for by such Terms Agreement, dated as of the Settlement Date for such transaction, in each case, to the effect (i) that there has been no downgrading, nor any notice given of any potential or intended downgrading, or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities by any nationally recognized statistical rating organization since the date of such Terms Agreement (if such certificate is called for by such Terms Agreement), (ii) that the representations and warranties of the Company contained in Section 1 are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (iii) that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date of such certificate, (iv) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission and (v) that the Company, and, to the best of its knowledge, its officers and directors, are in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(c) At the Closing Time, at the date of any Terms Agreement and on the applicable Settlement Date with respect to any such Terms Agreement to which you are a party, if called for by such Terms Agreement, you shall have received from PricewaterhouseCoopers LLP (or another nationally recognized firm of independent public accountants), a letter, dated as of the Closing Time or the date of such Terms Agreement, and a bring-down letter, dated as of such Settlement Date, as applicable, in a form and substance satisfactory to you, of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference into the General Disclosure Package and Prospectus, and confirming that they are independent accountants within the meaning of the 1933 Act and the 1934 Act and the respective applicable published rules and regulations of the SEC thereunder.

 

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(d) At the Closing Time and at each Settlement Date with respect to any Terms Agreement to which you are a party, if called for by such Terms Agreement, the counsel for the Agents shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be in a form and substance reasonably satisfactory to the Agents and their counsel; provided that if such actions are not reasonably satisfactory to the Agents or their counsel, the Company shall have a reasonable opportunity to cure such actions.

Your obligation to solicit offers to purchase the Securities in your capacity as agent for the Company, your obligation to purchase Securities as principal pursuant to any Terms Agreement or otherwise and the obligations of purchasers to purchase Securities pursuant to purchase offers solicited by you and accepted by the Company will be subject to the following further conditions: (i) there shall not have been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any Material Adverse Effect, other than as set forth in the General Disclosure Package and the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, and (ii) there shall not have occurred any outbreak or escalation of hostilities or any material change in financial markets or other calamity or crisis (including, without limitation, an act of terrorism) the effect of which is such as to make it, in your judgment (or, in the case of a syndicated issue, in the judgment of the book-running lead manager(s)), impracticable or inadvisable to market the Securities or enforce contracts for the sale of the Securities, and (iii) trading in securities of the Company shall not have been suspended by the Commission or a national securities exchange, nor shall trading generally on either the Nasdaq Global Market or the New York Stock Exchange have been suspended, or minimum or maximum prices for trading of securities generally have been fixed, or maximum ranges for prices for securities (other than trading limits currently in effect and other similar trading limits) have been required, or trading otherwise materially limited, by either of said exchanges or by order of the Commission or any other governmental authority, nor shall a banking moratorium have been declared by either federal or New York authorities nor shall a banking moratorium have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Securities are denominated or payable, and (iv) there shall not have been a material disruption in commercial banking or securities settlement or clearance services in the United States, and (v) the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Company as of the date of the applicable Terms Agreement or the date that the applicable purchase offer was presented to the Company, as the case may be, shall not have been downgraded from that date to the applicable Settlement Date nor shall any notice have been given by any such nationally recognized statistical rating organization of any intended or potential downgrading or any review for possible change that does not indicate the direction of the possible change in such rating and (vi) the Prospectus, at the time it was required to be delivered to a purchaser of the Securities, shall not have contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading.

 

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If any condition specified in this Section 5 shall not have been fulfilled, any Terms Agreement to which you are a party and any agreement to purchase Securities from the Company pursuant to a purchase offer solicited by you as agent may be terminated insofar as it applies to you (or, if terminated by the book-running lead manager of a syndicated issue, as it applies to all Agents party thereto) or to a prospective purchaser, in the case of a solicited purchase offer, by notice to the Company at any time at or prior to the Closing Time or applicable Settlement Date, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3(f) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreement set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect.

SECTION 6. Additional Covenants of the Company. The Company covenants and agrees that:

(a) Each acceptance by it of an offer for the purchase of Securities, and each sale of Securities to you (whether to you as principal or through you as agent), shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to you pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or you, as the case may be, of the relevant Securities, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to each such time).

(b) Each time that the Registration Statement, the General Disclosure Package or the Prospectus shall be amended or supplemented (other than by an amendment or supplement relating solely to the terms of the Securities or a change in the principal amount of Securities remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by reference in the General Disclosure Package or the Prospectus (other than by an amendment or supplement relating solely to the terms of the Securities or a change in the principal amount of the Securities remaining to be sold or similar changes) or if the Company sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, if so requested by you or if so required by such Terms Agreement, furnish or cause to be furnished to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) forthwith a certificate in a form satisfactory to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to you are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificates.

 

21


(c) If the Company sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, if so required by such Terms Agreement, furnish or cause to be furnished forthwith to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) a written opinion of Mayer Brown LLP, counsel to the Company, or other counsel satisfactory to the Agents receiving such opinion, dated the date of delivery of such opinion, in a form satisfactory to the Agents receiving such opinion, of the same tenor as the opinions referred to in Sections 5(a)(1), hereof but modified, as necessary, to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinions or, in lieu of such opinions, counsel last furnishing each such opinion to the Agents shall furnish to the Agent or Agents entitled to receive such opinion a letter to the effect that such Agent or Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

(d) If the Company sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, if so required by such Terms Agreement, cause PricewaterhouseCoopers LLP (or another nationally recognized firm of independent public accountants) forthwith to furnish you (or, if such letter is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) a letter, dated the date of filing of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in a form satisfactory to the Agent or Agents entitled to receive such letter, of the same tenor as the letters previously delivered pursuant to Section 5(c) hereof but modified to relate to the Registration Statement, the General Disclosure Package and the Prospectus, as amended and supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement, the General Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP (or another nationally recognized firm of independent public accountants) may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agent or Agents entitled to receive such letter, such letter should cover such other information.

 

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SECTION 7. Indemnification.

(a) The Company agrees to indemnify and hold harmless each Agent, their officers, directors, affiliates and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense, joint or several, whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus, the Prospectus Supplement, the Pricing Supplement, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto or any related preliminary prospectus or preliminary prospectus supplement), any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration Statement (or any amendment thereto), the Basic Prospectus, the Prospectus Supplement, the Pricing Supplement, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto or any related preliminary prospectus or preliminary prospectus supplement) or any Issuer Free Writing Prospectus;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with information furnished by such Agent as aforesaid) if such settlement is effected with the prior written consent of the Company; and

(iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by such Agent), as incurred, insofar as they are reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with information furnished by such Agent as aforesaid), to the extent that any such expense is not paid under (i) or (ii) above.

(b) Each Agent severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 7, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Basic Prospectus, the Prospectus Supplement, the Pricing Supplement, the General Disclosure Package or the Prospectus (or any

 

23


amendment or supplement thereto or any related preliminary prospectus or preliminary prospectus supplement), any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration Statement (or any amendment thereto), the Basic Prospectus, the Prospectus Supplement, the Pricing Supplement, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto or any related preliminary prospectus or preliminary prospectus supplement) or any Issuer Free Writing Prospectus.

(c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) hereof, counsel to the indemnified parties shall be selected by the applicable Agent(s) and, in the case of parties indemnified pursuant to Section 7(b) hereof, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, however, that when more than one of the Agents is an indemnified party each such Agent shall be entitled to separate counsel (in addition to any local counsel) in each such jurisdiction to the extent such Agent may have interests conflicting with those of the other Agent or Agents because of the participation of one Agent in a transaction hereunder in which the other Agent or Agents did not participate. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

SECTION 8. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 7 hereof is for any reason held to be unavailable in accordance with its terms, the Company and the applicable Agents shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the applicable Agents with respect to the Securities that were the subject of the claim for indemnification in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and the applicable Agents on the other. The relative benefits received by the Company on the one hand and the applicable Agents on the other shall be deemed to be in such proportion represented by the percentage that the total commissions and underwriting discounts received by the applicable Agents from such Securities bears to the total net proceeds (before deducting expenses) received by the Company from such Securities, and the Company is responsible for

 

24


the balance. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the applicable Agents failed to give the notice required under Section 7(c) hereof, then the Company and the applicable Agents shall contribute to such aggregate losses, liabilities, claims, damages and expenses in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the applicable Agents in connection with the statements or omissions which resulted in such liabilities, claims, damages and expenses, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the applicable Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the applicable Agents agree that it would not be just and equitable if contributions pursuant to this Section 8 were determined pro rata (even if the Agents were treated as one entity for such purpose) or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 8. Notwithstanding the provisions of this Section 8, the applicable Agents shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities referred to in the second sentence of this Section 8 that were offered and sold to the public through the applicable Agents exceeds the amount of any damages that the applicable Agents have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled under this Section 8 to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person, if any, who controls the applicable Agents within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the applicable Agents, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. In addition, in connection with an offering of Securities purchased from the Company by two or more Agents as principal, the respective obligations of such Agents to contribute pursuant to this Section 8 are several, and not joint, in proportion to the aggregate principal amount of Securities that each such Agent has agreed to purchase from the Company.

SECTION 9. Status of the Agents. In acting under this Agreement and in connection with the sale of any Securities by the Company (other than Securities sold to you as principal), you are acting solely as agent of the Company and do not assume any obligation towards or relationship of agency or trust with any purchaser of Securities. You will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities from the Company has been solicited by you and accepted by the Company but you shall not have any liability to the Company in the event any such purchase is not consummated for any reason. If the Company shall default in its obligations to deliver Securities to a purchaser whose offer it has accepted, the Company shall hold you harmless against any loss, claim, damage or liability arising from or as a result of such default and shall, in particular, pay to you the commission you would have received had such sale been consummated.

 

25


SECTION 10. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and indemnification and contribution agreements contained in this Agreement or any Terms Agreement or other agreement to purchase Securities as principal to which you are a party, or contained in certificates of officers of the Company submitted pursuant hereto or thereto, shall remain operative and in full force and effect, regardless of any termination of this Agreement or any such Terms Agreement or any such other agreement, or any investigation made by or on behalf of the Agents or any controlling person referred to in Section 7 hereof, or by or on behalf of the Company or any controlling person referred to in Section 7 hereof, and shall survive each delivery of and payment for any of the Securities.

SECTION 11. Termination. This Agreement may be terminated with respect to the participation of any party hereto for any reason at any time by such party upon the giving of thirty (30) days’ advance written notice of such termination to the other parties hereto. Any Terms Agreement or other agreement to purchase securities as principal to which you are a party shall be subject to termination pursuant to the terms set forth or incorporated by reference therein, but the termination of this Agreement shall not automatically cause the termination of any such Terms Agreement or such other agreement.

In the event of any such termination of this Agreement by any other party hereto, no other party will have any liability to such party and such party will not have any liability to any other party hereto, except that (i) you shall be entitled to any commissions earned in accordance with the third paragraph of Section 2(a) hereof, (ii) if at the time of termination (A) you shall own any of the Securities with the intention of reselling them or (B) an offer to purchase any of the Securities has been accepted by the Company but the time of delivery to the purchaser or his agent of the Securities or Securities relating thereto has not occurred, the covenants set forth in Sections 3, 5 and 6 hereof shall remain in effect until such Securities are so resold or delivered, as the case may be and (iii) the covenant set forth in Section 3(f) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Sections 7 and 8 hereof, and the provisions of Sections 9, 10, 13 and 14 hereof shall remain in effect.

SECTION 12. Notices. All notices and other communications hereunder shall be in writing and effective upon receipt and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to any or all of the Agents shall be directed to the applicable address set forth on Schedule A attached hereto. Notices to the Company shall be directed to it at Truist Financial Corporation, 214 N. Tryon Street, Charlotte, North Carolina 28202, Attention: Treasurer and Corporate Funding Manager.

Each Agent hereby notifies the Company that in accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Agents are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Agents to properly identify their respective clients.

 

26


SECTION 13. Nature of Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Agent(s), on the other hand, (b) in connection with any offering of the Securities and the process leading to such transactions the Agent(s) is and has been acting solely as a principal and not the agent or fiduciary of the Company or its respective stockholders, creditors, employees or any other party, (c) the Agent(s) has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any offering of the Securities contemplated in this Agreement or the process leading thereto (irrespective of whether the Agent(s) has advised or is currently advising the Company on other matters) and the Agent(s) has no obligation to the Company with respect to any offering of the Securities contemplated in this Agreement, except the obligations expressly set forth in this Agreement, (d) the Agent(s) and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (e) the Agent(s) has not provided any legal, accounting, regulatory or tax advice with respect to any offering of the Securities contemplated in this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

SECTION 14. Parties. This Agreement and any Terms Agreement to which you are a party shall inure to the benefit of and be binding upon you (or, in the case of a Terms Agreement, the Agent or Agents which are a party thereto) and the Company and their respective successors and, to the extent provided in Section 5 hereof, shall inure to the benefit of any person who has agreed to purchase Securities from the Company pursuant to a purchase offer solicited by you. Nothing expressed or mentioned in this Agreement or any Terms Agreement to which you are a party is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and, to the extent provided in Section 5 hereof, any person who has agreed to purchase Securities from the Company pursuant to a purchase offer solicited by you, and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any such Terms Agreement or any provision herein or therein contained. This Agreement and any such Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and, to the extent provided in Section 5 hereof, any person who has agreed to purchase Securities from the Company pursuant to a purchase offer solicited by you, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities shall be deemed to be a successor by reason merely of such purchase.

SECTION 15. Governing Law. This Agreement and the rights and obligations of the parties created hereby shall be governed by the laws of the State of New York, without giving effect to the conflict of laws provisions thereof.

SECTION 16. Additional Agents. The Company may from time to time appoint any institution as a new agent hereunder in respect of the offer or sale of Securities generally or in relation to a particular tranche of Securities only; in which event, upon such institution’s confirmation and acceptance of such appointment by delivery of an agent accession letter or a terms agreement on the terms mutually satisfactory to the Company and such institution, such institution shall become a party hereto, subject as provided below, with all the authority, rights, powers, duties and obligations of an Agent as if originally named as an Agent hereunder; provided, further, that, in the case of an institution that has become an Agent in relation to a particular tranche of Securities, following the issue of such tranche of Securities, the relevant new Agent shall have no further authority, rights, powers, duties or obligations except such as may have accrued or been incurred prior to, or in connection with, the issue of such tranche of Securities.

 

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SECTION 17. Counterparts. This Agreement and any Terms Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 18. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of the Distribution Agreement or Terms Agreement, and any interest and obligation in or under the Distribution Agreement or Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Distribution Agreement or Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Distribution Agreement or Terms Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Distribution Agreement or Terms Agreement were governed by the laws of the United States or a state of the United States.

For the purposes of this Section 18: “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Rights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature Pages Follow]

 

28


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and the Company in accordance with its terms.

 

Very truly yours,

 

TRUIST FINANCIAL CORPORATION

By:   /s/ Michael B. Maguire
Name:   Michael B. Maguire
Title:   Senior Executive Vice President and Chief Financial Officer

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

TRUIST SECURITIES, INC.

 

By:   /s/ Robert Nordlinger
 

Name: Robert Nordlinger

Title: Authorized Signatory

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

ACADEMY SECURITIES, INC.

By:   /s/ Michael Boyd
 

Name: Michael Boyd

Title: Chief Compliance Officer

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

AMERIVET SECURITIES, INC.

By:   /s/ Florian Jaze
 

Name: Florian Jaze

Title: Chief Financial Officer

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

APTO PARTNERS, LLC

By:   /s/ Juan D. Espinosa
 

Name: Juan D. Espinosa

Title: President & CEO

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

BARCLAYS CAPITAL INC.

By:   /s/ Kenneth Chang
 

Name: Kenneth Chang

Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

BLAYLOCK VAN, LLC

By:   /s/ Eric Standifer
 

Name: Eric Standifer

Title: President & Chief Executive Officer

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

BMO CAPITAL MARKETS CORP.

By:   /s/ Zain Leela
 

Name: Zain Leela

Title: Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

BNP PARIBAS SECURITIES CORP.

By:   /s/ Tejus Morland
 

Name: Tejus Morland

Title: Vice President

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

BOFA SECURITIES, INC.

By:   /s/ Anthony Aceto
 

Name: Anthony Aceto

Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

CABRERA CAPITAL MARKETS, LLC

By:   /s/ Santino Bibbo
 

Name: Santino Bibbo

Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

CASTLEOAK SECURITIES, L.P.
By:   /s/ Philip J. Ippolito
  Name:   Philip J. Ippolito
  Title:   Executive Vice President

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

CAVU SECURITIES, LLC
By:   /s/ Gregory A. Parsons
  Name:   Gregory A. Parsons
  Title:   Chairman/CEO

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

CITIGROUP GLOBAL MARKETS INC.
By:   /s/ Adam D. Bordner
  Name:   Adam D. Bordner
  Title:   Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

DEUTSCHE BANK SECURITIES INC.
By:   /s/ Josh Warren
  Name:   Josh Warren
  Title:   Managing Director

 

By:   /s/ Shamit Saha
  Name:   Shamit Saha
  Title:   Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

DREXEL HAMILTON, LLC
By:   /s/ Edward W. Sanok
  Name:   Edward W. Sanok
  Title:   Chief Compliance Officer

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

GOLDMAN SACHS & CO. LLC
By:   /s/ Ali Malik
  Name:   Ali Malik
  Title:   Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

GREAT PACIFIC SECURITIES
By:   /s/ Christopher Vinck-Luna
  Name:   Christopher Vinck-Luna
  Title:   CEO

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

INDEPENDENCE POINT SECURITIES LLC
By:   /s/ Isaac Taylor
  Name:   Isaac Taylor
  Title:   Partner

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

J.P. MORGAN SECURITIES LLC
By:   /s/ Stephen L. Sheiner
  Name:   Stephen L. Sheiner
  Title:   Executive Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

KEEFE, BRUYETTE & WOODS, INC.
By:   /s/ Victor A. Sack
  Name:   Victor A. Sack
  Title:   Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,
as of the date first above written:
LOOP CAPITAL MARKETS LLC
By:   /s/ Paul Bonaguro
  Name: Paul Bonaguro
  Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,
as of the date first above written:
MFR SECURITIES, INC.
By:   /s/ Clifford C. Swint
  Name: Clifford C. Swint
  Title: Executive Vice President

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,
as of the date first above written:
MISCHLER FINANCIAL GROUP, INC.
By:   /s/ Doyle L. Holmes
  Name: Doyle L. Holmes
  Title: President

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,
as of the date first above written:
MORGAN STANLEY & CO. LLC
By:   /s/ Hector Vazquez
  Name: Hector Vazquez
  Title: Executive Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,
as of the date first above written:
PENSERRA SECURITIES LLC
By:   /s/ John Pascente
  Name: John Pascente
  Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,
as of the date first above written:
PIPER SANDLER & CO.
By:   /s/ James Furey
  Name: James Furey
  Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

R. SEELAUS & CO., LLC

By:   /s/ James Brucia
 

Name: James Brucia

 

Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

RAYMOND JAMES & ASSOCIATES, INC.

By:   /s/ Julian Bynum
 

Name: Julian Bynum

 

Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

RBC CAPITAL MARKETS, LLC

By:   /s/ Eric Martinez
 

Name: Eric Martinez

 

Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

ROBERTS & RYAN, INC.

By:   /s/ Edward D’Alessandro
 

Name: Edward D’Alessandro

 

Title: Chief Executive Officer

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

SAMUEL A. RAMIREZ & COMPANY, INC.

By:   /s/ Robert W. Hong
 

Name: Robert W. Hong

 

Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

SCOTIA CAPITAL (USA) INC.

By:   /s/ Michael Ravanesi
 

Name: Michael Ravanesi

 

Title: Managing Director and Head of

U.S. Debt Origination

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

SIEBERT WILLIAMS SHANK & CO., LLC

By:   /s/ M. Nadine Burnett
 

Name: M. Nadine Burnett

 

Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

SMBC NIKKO SECURITIES AMERICA, INC.

By:   /s/ Thomas Bausano
 

Name: Thomas Bausano

 

Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

TD SECURITIES (USA) LLC

By:   /s/ Luiz Lanfredi
 

Name: Luiz Lanfredi

 

Title: Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

TIGRESS FINANCIAL PARTNERS, LLC

By:   /s/ Cynthia DiBartolo
 

Name: Cynthia DiBartolo

 

Title: CEO

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

UBS SECURITIES LLC

By:   /s/ Jay Anderson
 

Name: Jay Anderson

 

Title: Managing Director

By:   /s/ Aaron Dupere
 

Name: Aaron Dupere

 

Title: Associate Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


CONFIRMED AND ACCEPTED,

as of the date first above written:

 

WELLS FARGO SECURITIES, LLC

By:   /s/ Carolyn Hurley
 

Name: Carolyn Hurley

 

Title: Managing Director

 

[Signature Page to the Medium-Term Notes Distribution Agreement]


SCHEDULE A

 

Agent

  

Address for notices:

Truist Securities, Inc.   

Truist Securities, Inc.

3333 Peachtree Road NE

Atlanta, Georgia 30326

Attention: Investment Grade Debt Capital Markets

Facsimile: (404) 926-5027

Academy Securities, Inc.   

Academy Securities, Inc.

622 Third Avenue

12th Floor

New York, NY 10017

Attention: Compliance

Tel: (646) 736-3995

compliance@academysecurities.com

AmeriVet Securities, Inc.   

AmeriVet Securities, Inc.

1155 Avenue of the Americas, 14th Floor

New York, NY 10036

Attention: Michael Naidrich / Mercedes Elias.

AmeriVetDealDocs@amerivetsecurities.com

Apto Partners, LLC   

Apto Partners, LLC

5 Cold Hill Road South, Suite 11

Mendham, NJ 07945

Attention: Capital Markets

Tel: (973) 543-6600

Facsimile: (973) 543-6602

Barclays Capital Inc.   

Barclays Capital Inc.

745 7th Avenue

New York, NY 10019

Telephone: (646) 834-8133

Attention: Syndicate Registration

Blaylock Van, LLC   

Blaylock Van, LLC

600 Lexington Avenue, Floor 3

New York, New York 10022

Attention: Michael Bonagura

Tel: (212) 715-6607

Facsimile: (212) 715-3300

 

68


Agent

  

Address for notices:

BMO Capital Markets Corp.   

BMO Capital Markets Corp.

151 West 42nd Street

New York, NY 10036

Attention: Debt Capital Markets, with a copy to the Legal Department

Tel: 1-866-864-7760

BNP Paribas Securities Corp.   

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, NY 10019

Attn: Syndicate Desk

DL.US.Syndicate.Support@us.bnpparibas.com

BofA Securities, Inc.   

BofA Securities, Inc.

114 West 47th Street

NY8-114-07-01

New York, NY 10036

Attention: High Grade Transaction Management/Legal

Facsimile: (212) 901-7881

Email: dg.hg_ua_notices@bofa.com

Cabrera Capital Markets, LLC   

Cabrera Capital Markets, LLC

227 W. Monroe St., Suite 3000

Chicago, IL 60606

Attention: Santino Bibbo, Managing Director

CastleOak Securities, L.P.   

CastleOak Securities, L.P.

200 Vesey Street, 4th Floor

New York, NY 10281

Attention: Philip J. Ippolito, Executive Vice President/ Head of Operations

pji@castleoaklp.com

CAVU Securities, LLC   

CAVU Securities

777 Third Avenue, Suite 2102

New York, NY 10017

Attention: Al Kirton, Head of Capital Markets

Tel: (212) 916-3888

Fax: (212) 916-3842

Citigroup Global Markets Inc.   

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Attention: Transaction Execution Group

Tel: (212) 816-1135

Facsimile: (646) 291-5209

TEG.NewYork@citi.com


Agent

  

Address for notices:

Deutsche Bank Securities Inc.   

Deutsche Bank Securities Inc.

1 Columbus Circle

New York, NY 10019

Tel: (212) 250-6801

Attention: Debt Capital Markets Syndicate

dbcapmarkets.gcnotices@list.db.com

Drexel Hamilton, LLC   

Drexel Hamilton, LLC

110 E. 42nd Street, Suite 1502

New York, NY 10017

Tel: (212) 632-0400

Fax: (646) 607-3071

dcm@drexelhamilton.com

Goldman Sachs & Co. LLC   

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Attention: Registration Department

Tel: (866) 471-2526

Facsimile: (212) 902-9316

Great Pacific Securities   

Great Pacific Securities

151 Kalmus Drive, Suite H8

Costa Mesa, CA 92626

Attention: Capital Markets

Tel: (714) 619-3000

compliance@greatpac.com

Independence Point Securities LLC   

Independence Point Securities LLC

600 5th Avenue, 8th Floor

New York, NY 10020

Phone: (212) 801-1250

J.P. Morgan Securities LLC   

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Attention: Investment Grade Syndicate Desk

Facsimile: (212) 834-6081


Agent

  

Address for notices:

Keefe, Bruyette & Woods, Inc.   

Keefe, Bruyette & Woods, Inc.

787 Seventh Avenue

New York, NY 10019

Tel: 1-800-966-1559

Facsimile: (212) 581-1592

USCapitalMarkets@kbw.com

Loop Capital Markets LLC   

Loop Capital Markets LLC

111 W. Jackson Blvd., Suite 1901

Chicago, IL 60604

MFR Securities, Inc.   

MFR Securities, Inc.

630 Third Avenue, Suite 1203

New York, NY 10017

Tel: (212) 416-5000

Facsimile: (212) 385-1860

Mischler Financial Group, Inc.   

Mischler Financial Group, Inc.

1111 Bayside Drive, Suite 100

Corona Del Mar, CA 92625

Morgan Stanley & Co. LLC   

Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, NY 10036

Attention: Investment Banking Division

Tel: (212) 761-6691

Facsimile: (212) 507-8999

Penserra Securities LLC   

Penserra Securities LLC

425 S. Financial Place, Suite 3410

Chicago, IL 60605

Attention: John Pascente

Tel: (312) 586-7337

Piper Sandler & Co.   

Piper Sandler & Co.

1251 Avenue of the Americas, 6th Floor

New York, NY 10022

Attention: General Counsel

R. Seelaus & Co., LLC   

R. Seelaus & Co., LLC

26 Main Street, Suite 300

Chatham, NJ 07928

Raymond James & Associates, Inc.   

Raymond James & Associates, Inc.

320 Park Avenue, 9th Floor

New York, NY 10022

Attention: Debt Capital Markets


Agent

  

Address for notices:

RBC Capital Markets, LLC   

RBC Capital Markets, LLC

Brookfield Place

200 Vesey Street, 8th Floor

New York, NY 10281

Attention: DCM Transaction Management/Scott Primrose Telephone: (212) 618-7706

TMGUS@rbccm.com

Roberts & Ryan, Inc.   

Roberts & Ryan, Inc.

39 Broadway, Suite 610

New York, NY 10006

Attention: Sadie Millard, Chief Administrative Officer

Tel: (866) 884-9959

Facsimile: (646) 542-0739

Samuel A. Ramirez & Company, Inc.   

Samuel A. Ramirez & Company, Inc.

61 Broadway, 29th Floor

New York, NY 10006

Attention: Bob Hong – Managing Director

Facsimile: (212) 208-4381

Scotia Capital (USA) Inc.   

Scotia Capital (USA) Inc.

250 Vesey Street, 24th Floor

New York, NY 10281

Attention: U.S. Debt Capital Markets

Email: US.Legal@scotiabank.com;

TAG@scotiabank.com

Siebert Williams Shank & Co., LLC   

Siebert Williams Shank & Co., LLC

100 Wall Street, 18th Fl

New York, NY 10005

Attention: Corporate Finance

CorporateFinanceGroup@siebertwilliams.com

SMBC Nikko Securities America Inc.   

SMBC Nikko Securities America, Inc.

277 Park Avenue, 5th Floor

New York, NY 10172

Attention: Debt Capital Markets

Tel: 1-888-868-6856

prospectus@smbcnikko-si.com

TD Securities (USA) LLC   

TD Securities (USA) LLC

1 Vanderbilt Avenue, 11th Floor

New York, NY 10017


Agent

  

Address for notices:

Tigress Financial Partners, LLC   

Tigress Financial Partners, LLC

410 Park Avenue, 12th Floor

New York, NY 10022

Attention: Cynthia DiBartolo, CEO

Tel: (917) 251-8378

Facsimile: (646) 862-2908

cdibartolo@tigressfp.com

UBS Securities LLC   

UBS Securities LLC

1285 Avenue of the Americas

New York, NY 10019

Attention: Fixed Income Syndicate

Tel: (203) 719-1088

Facsimile: (203) 719-0495

Wells Fargo Securities, LLC   

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, NC 28202

Attention: Transaction Management

tmgcapitalmarkets@wellsfargo.com


EXHIBIT A

Truist Financial Corporation

(A North Carolina corporation)

Medium-Term Notes, Series I (Senior)

Medium-Term Notes, Series J (Subordinated)

FORM OF TERMS AGREEMENT

[Date]

Attention: [    ]

 

Re:

Distribution Agreement, dated as of January 19, 2024

The undersigned agrees to purchase the following principal amount of Securities:

Initial Public Offering Price:

[Initial]* [Interest Rate:]***

[Index Maturity:]*

[Interest Rate Basis:]*

[Maximum Interest Rate:]*

[Minimum Interest Rate:]*

[Interest Determination Dates:]*

[Interest Reset Dates:]*

Interest Payment Dates:

[Maturity Date:]

[Spread:]*

[Spread Multiplier:]*

[Interest Period:]*

[Regular Record Date (if other than the fifteenth calendar day preceding each Interest Payment Date):]*

Purchase Price: %

Settlement Date and Time:

Redemption Provisions, if any:

[Currency of denomination:]**

[Denominations:]**

[Currency of payment:]**

[Original Issue Discount Note:]

[Other provisions:]

The provisions of Sections 1, 2(b) and 2(c), 3 through 8 and 10 through 15 of the Distribution Agreement and the related definitions are hereby incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein.

Exceptions, if any, to Section 3(l) of the Distribution Agreement:

The Applicable Time means [a.m./p.m.] (New York City time) on .

 

A-1


[Documents to be delivered: The following documents referred to in the Distribution Agreement shall be delivered:

 

  [(1)

The certificate referred to in Sections 5(b) and 6(b);]

 

  [(2)

The opinions referred to in Sections 5(a)(1), [5(a)(3)] and 6(c);]

 

  [(3)

The accountants’ letter referred to in Sections 5(c) and 6(d).]]

 

*

Applicable to Floating Rate Notes only.

**

Applicable to Foreign Currency Notes only.

***

Applicable to Fixed Rate Notes only.

 

[AGENT]
By:    
 

Name:

Title:

 

Accepted: [Date]
TRUIST FINANCIAL CORPORATION
By:    
 

Name:

Title:

 

A-2


EXHIBIT B

FORM OF SYNDICATED TERMS AGREEMENT

[Date]

To: The Purchasing Agents Listed on Annex 1 Hereto

c/o

(the “Lead Agent(s)”)

Re: Distribution Agreement, dated as of January 19, 2024

Ladies and Gentlemen:

Subject to the terms and conditions of the Distribution Agreement, dated as of January 19, 2024 (the “Distribution Agreement”), between Truist Financial Corporation (the “Issuer”) and the agents listed on Schedule A thereto concerning the sale of Securities to be issued by the Issuer, as amended or supplemented, the agents named in Annex 1 hereto (the “Purchasing Agents”, and together with the agents listed on Schedule A to the Distribution Agreement, the “Agents”) agree to purchase, severally and not jointly, on a syndicated basis the Securities due of the Issuer (the “Securities”), described in the [Pricing Supplement/Term Sheet] attached as Annex 2 hereto, on the terms set forth in such [Pricing Supplement/Term Sheet] and on the terms set forth below. All provisions contained in the Distribution Agreement attached as Annex [    ] hereto are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Syndicated Underwriting Agreement to the same extent as if such provisions had been set forth in full herein. Unless otherwise defined herein, all terms used herein have the meanings given to them in the Distribution Agreement; provided that the term “General Disclosure Package” when used in the Distribution Agreement shall mean, collectively, the Basic Prospectus, the Prospectus Supplement, [the Preliminary Pricing Supplement attached as Annex [3] hereto and the Pricing Term Sheet attached as Annex [4] hereto].

 

  1.

Subject to the terms and conditions of the Distribution Agreement and this Agreement, the Issuer hereby agrees to issue the Securities, and each of the Purchasing Agents agrees, severally and not jointly, to purchase the Securities at the purchase price of per Security (being equal to the issue price of % of the principal amount less a management and underwriting fee of % of the principal amount and a selling concession of % of the principal amount) the number of Securities set forth opposite the name of such Purchasing Agent in Annex [1] hereto.

 

  2.

The Applicable Time means [a.m./p.m.] (New York City time) on .

 

  3.

The purchase price specified above will be paid by the book-running lead manager(s) (the “Lead Agent(s)”) on behalf of the Purchasing Agents by wire transfer in immediately available funds to the Issuer at (New York City time) on , 20 or at such other time and/or date as the Issuer and the Lead Agent(s) on behalf of the Agents may agree (the “Settlement Time”) against delivery of the Securities to or upon your order in the manner contemplated in the Distribution Agreement.

 

B-1


  4.

The Purchasing Agents’ obligations hereunder are subject to the satisfaction of the following conditions: (a) the Purchasing Agents shall have received [(i) opinions of counsel described in Section 5(a) of the Distribution Agreement, dated as of the Settlement Time,] (ii) the officer’s certificates described in Section 5(b) of the Distribution Agreement, dated as of the Settlement Time; [(iii) “comfort letters” described in Section 5(c) of the Distribution Agreement, dated as of the date hereof and as of the Settlement Time,]; (b) since the date of this Agreement, there shall not have occurred, in the reasonable opinion of the Agents, a change in international financial, political or economic conditions or currency exchange rates or exchange controls as would be likely to prejudice materially the sale by the Purchasing Agents of the Securities; and (c) the Purchasing Agents shall have received such other opinions, certificates and documents as may be agreed by the Issuer and the Agents on or prior to the date of this Agreement.

 

  5.

The Issuer hereby appoints each Purchasing Agent party hereto which is not a party to the Distribution Agreement (each a “New Agent”) as an Agent under the Distribution Agreement solely for the purposes of the issue of the Securities (the “Issue”), pursuant to the Distribution Agreement. Each such New Agent shall be vested, in relation to the Issue, with all authority, rights, powers, duties and obligations of an Agent purchasing Securities pursuant to the Distribution Agreement, as if originally named as an Agent under the Distribution Agreement.

In consideration of the Issuer appointing each New Agent as an Agent with respect to the Issue, each New Agent hereby undertakes for the benefit of the Issuer and each of the other Purchasing Agents, that, in relation to the Issue it will perform and comply with all of the duties and obligations expressed to be assumed by an Agent under the Distribution Agreement, a copy of which it acknowledges it has received.

Each New Agent acknowledges that such appointment is limited to the Issue and is not for any other issue of Securities of the Issuer pursuant to the Distribution Agreement and that such appointment will terminate upon issue of the Securities comprising the Issue but without prejudice to any rights, duties or obligations which have arisen prior to such termination.

For the purposes hereof, the notice details of each New Agent are as follows (insert name, address, telephone, telecopy and attention):

[insert notice details]

 

  6.

The provisions of Section 2(b) of the Distribution Agreement related to Defaulted Securities and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein. As used herein, the term “Agent” includes any person substituted for or added as an Agent under this Section 6.

 

B-2


This Agreement is a Syndicated Terms Agreement referred to in the Distribution Agreement and shall be governed by and construed in accordance with the law of the State of New York.

 

Very truly yours,
[Purchasing Agents] [New Agents]
By:    

Name:

Title:

 

 

Accepted: [Date]
TRUIST FINANCIAL CORPORATION
By:    

Name:

Title:

 

 

B-3


ANNEX 1

 

Agent

   PRINCIPAL
AMOUNT
OF
SECURITIES
 
  
  

TOTAL:

 


ANNEX 2

[ATTACH PRICING SUPPLEMENT/TERM SHEET]


Exhibit C

Form of Mayer Brown LLP Opinion

Exhibit 4.1

TRUIST FINANCIAL CORPORATION

Medium-Term Notes, Series I (Senior)

Officers’ Certificate and Company Order

Pursuant to the Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of May 4, 2009, and a Second Supplemental Indenture, dated as of June 6, 2022 (as amended, and as the same may be further amended or supplemented from time to time, the “Indenture”), between Truist Financial Corporation, a North Carolina corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Trustee”), and to resolutions adopted by the Company’s Board of Directors on December 19, 2023 (the “Resolutions”), this Officers’ Certificate and Company Order (“Officers’ Certificate”) is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 2.01 of the Indenture, to establish the forms of the Securities of such series in accordance with Section 2.01 of the Indenture, and to establish the procedures for the issuance of specific Securities from time to time pursuant to Section 2.04 of the Indenture. This Officers’ Certificate shall be treated for all purposes under the Indenture as a supplemental indenture thereto.

In connection with this Officers’ Certificate, the undersigned have reviewed the Indenture and the Resolutions as well as such other documents as they have deemed necessary or appropriate to certify as to the below matters. The undersigned further confirm pursuant to Section 15.05 of the Indenture that they have read Sections 2.01, 2.02 and 2.04 of the Indenture and that, in their opinion, they have made such examination and investigation as is necessary to enable them to certify as to the below matters.

All conditions precedent provided for in the Indenture relating to the establishment of (i) a series of Securities, (ii) the forms of such series of Securities, and (iii) the procedures for the issuance of such series of Securities have been complied with.

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture or the Prospectus Supplement relating to the Notes attached hereto as Exhibit A (the “Prospectus Supplement”). In connection with each issuance of Notes, the Company will prepare a pricing supplement to the Prospectus Supplement (each, a “Pricing Supplement”). In the event of any inconsistency between the definition of any term set forth in the Indenture and the Prospectus Supplement or the applicable Pricing Supplement, if any, the definition for such term as set forth in the Prospectus Supplement or the applicable Pricing Supplement shall control. References herein to the “Agents” are to the Agents as defined in that certain Distribution Agreement, dated as of January 19, 2024, between the Company and such Agents, pursuant to which the Notes (as defined herein) may be sold, and such other persons who may from time to time act as Agents with respect to the Notes.


A.     Establishment of Series pursuant to Section 2.01 of the Indenture.

There is hereby established pursuant to Section 2.01 of the Indenture a series of Securities which shall have the following terms:

(1)     The Securities of such series shall bear the title “Medium-Term Notes, Series I (Senior)” (referred to herein as the “Notes”).

(2)     The aggregate principal amount of the Notes to be issued pursuant to this Officers’ Certificate is unlimited.

(3)     The Notes shall be issuable in one or more tranches, with all Notes having the same terms, constituting a single tranche. The specific terms of each Note or tranche of Notes shall be determined from time to time in the manner described in the Prospectus Supplement and set forth in a Pricing Supplement. The principal and interest payable at the Stated Maturity, or earlier Redemption Date or repayment date, will be paid to the Holder of the Note at the time of payment. Accrued interest, if any, will be paid at the Stated Maturity, or earlier Redemption Date or repayment date, whether or not that date is an Interest Payment Date.

(4)     Subject to any applicable business day convention as described in the Prospectus Supplement or in any applicable Pricing Supplement, interest payments on the Notes will be made on each Interest Payment Date applicable to, and at the Stated Maturity, or earlier Redemption Date or repayment, of, the Notes. Interest payable on any Interest Payment Date other than at the Stated Maturity, or earlier Redemption Date or repayment date, will be paid to the to the person in whose name a Note is registered at the close of business on the applicable Regular Record Date. The principal and interest payable at the Stated Maturity, or earlier Redemption Date or repayment date, will be paid to the Holder of the Note at the time of payment. Accrued interest, if any, will be paid at the Stated Maturity, or earlier Redemption Date or repayment date, whether or not that date is an Interest Payment Date.

(5)     Each Note within such series shall mature on a date nine months or more from its date of issue as specified in such Note and in the applicable Pricing Supplement; provided, however, that no Commercial Paper Rate Note (as defined below) shall mature sooner than nine months and one day from its date of issue. If the Stated Maturity or, if applicable, earlier Redemption Date or repayment date specified in the applicable Pricing Supplement with respect to any Note falls on a day that is not a Business Day, any payment of principal of, premium, if any, and interest otherwise due on such day will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Stated Maturity, Redemption Date or repayment date, as the case may be.

With respect to the Notes of this series, and unless otherwise specified in the applicable Pricing Supplement, “Business Day” means any day, other than a Saturday or Sunday, (i) that is not a day on which banking institutions are authorized or required by law, regulation or executive order to close in New York, New York or Charlotte, North Carolina; (ii) for any Note denominated in a specified currency other than U.S. dollars or euro, a day that also is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial center (as

 

2


described below) of the country of the specified currency; (iii) for any Note denominated in euro or any Note with a base rate of EURIBOR, a day that also is a day on which the real-time gross settlement system operated by the Eurosystem, or any successor or replacement system (the “T2 system”), is open for the settlement of payment in euro (a “T2 business day”); (iv) for any Note denominated in pounds sterling or any Note with a base rate of SONIA, a day that also is a day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London (a “London banking day”); (v) for any Note with a base rate of SOFR (as defined below), a day that also is a U.S. Government Securities Business Day; and (vi) for any indexed Note, a day that also is a day on which commercial banks are generally open for business in such other place or places as may be set forth in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, the “Principal Financial Center” of any country for the purpose of the foregoing definition is as provided in the 2021 ISDA Definitions, and as amended and updated from time to time, published by the International Swaps and Derivatives Association, Inc. (the “ISDA Definitions”).

U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

(6)     Each Note within such series that bears interest will bear interest by reference to (a) a fixed rate (the “Fixed Rate Notes”); (b) a rate determined by reference to one or more interest rate bases or formulas, referred to as a “Base Rate”, which may be adjusted by a Spread and/or Spread Multiplier (each as defined below), or both (the “Floating Rate Notes”); (c) a fixed rate for a specified portion of the applicable term and a floating rate determined by reference to one or more base rates, which may be adjusted by a spread or a spread multiplier, or both, for other portions of the applicable term; (d) a fixed rate for a specified portion of the applicable term and then reset at one or more specified intervals for the remainder of such term at a rate determined by reference to one or more reset reference rates, including the U.S. treasury rate or any other rate specified in the applicable pricing supplement, which may be adjusted by a spread or a spread multiplier, or both; (e) a rate determined by reference to the performance, price, level or value of one or more of the following: securities of one or more issuers; one or more currencies; one or more commodities; one or more indices; any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance; and/or one or more baskets of the foregoing, which may be adjusted by a Spread and/or Spread Multiplier (“Indexed Rate Notes”); or (f) any combination of (a), (b), (c), (d) and (e). Notes within such series may also be issued as “Zero Coupon Notes” which do not provide for any periodic payments of interest. Notes may be issued as “Original Issue Discount Notes” at a discount from the principal amount thereof due at the stated maturity as specified in the applicable Pricing Supplement. Any Floating Rate Note may also have either or both of the following as set forth in the applicable Pricing Supplement: (i) a maximum interest rate limitation, or ceiling, on the rate of interest that may accrue during any interest period; and (ii) a minimum interest rate limitation, or floor, on the rate of interest that may accrue during any interest period. The interest rate on a Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. Unless otherwise specified in the applicable Pricing Supplement, the interest rate on any Floating Rate Notes will in no event be lower than zero. The

 

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applicable Pricing Supplement may designate any of the following Base Rates as applicable to each Floating Rate Note: (a) the Canadian overnight repo rate average (“CORRA”) (based on compounding), in which case such Note will be a “CORRA Note”; (b) the commercial paper rate, in which case such Note will be a “Commercial Paper Rate Note”; (c) the constant maturity treasury rate, in which case such Note will be a “CMT Rate Note”; (d) the Euro interbank offered rate, in which case such Note will be a “EURIBOR Note”; (e) the federal funds rate, in which case such Note will be a “Federal Funds Rate Note”; (f) the prime rate, in which case such Note will be a “Prime Rate Note”; (g) the secured overnight financing rate (“SOFR”) (based on compounding, including index), in which case such Note will be a “SOFR Note”; (h) the Sterling overnight index average rate (based on compounding, including index), in which case such Note will be a “SONIA Rate Note”; (i) the treasury rate, in which case such Note will be a “Treasury Rate Note”; or (j) any other interest rate basis or formula specified in the applicable Pricing Supplement.

The interest rate on each Floating Rate Note will be determined by reference to the applicable Base Rate specified in the applicable Pricing Supplement (based on the specified Index Maturity (as defined below), if applicable, and in respect of each Interest Period), plus or minus any applicable spread and/or multiplied by any applicable spread multiplier. With respect to any Floating Rate Note of this series, if applicable, “Index Maturity” means the period to maturity of the instrument or obligation from which the base rate is calculated and will be specified in the applicable Pricing Supplement. The “Spread” is the number of basis points, or each one-hundredth of a percentage point, specified in the applicable Pricing Supplement to be added or subtracted from the Base Rate for that Floating Rate Note. The “Spread Multiplier” is the percentage specified in the applicable Pricing Supplement to be applied to the Base Rate for a Floating Rate Note.

Indexed Notes

The specific terms of any indexed Notes will be set forth in the applicable Pricing Supplement.

Zero Coupon Notes

The specific terms of any Zero Coupon Notes will be set forth in the applicable Pricing Supplement.

(7)     Unless otherwise specified in the applicable Pricing Supplement, the Company will pay principal of and any premium, interest, and other amounts payable on the Book-Entry Notes (as defined below) in accordance with arrangements then in place between U.S. Bank Trust Company, National Association (the “Paying Agent”) and the applicable depository. Unless otherwise specified in the applicable Pricing Supplement, the principal of and any premium, interest, and other amounts payable on the Book-Entry Notes on each Interest Payment Date and at the Stated Maturity, or earlier Redemption Date or repayment date, will be paid in immediately available funds to The Depositary Trust Company (“DTC”), as Depositary, or its nominee, or such other depositary specified in the applicable Pricing Supplement, as the registered owner of the Global Notes representing the Book-Entry Notes, which will receive the funds for distribution to the Holders. The Company expects payments by the Depositary’s participants to owners of

 

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beneficial interests in the Book-Entry Notes will be governed by standing customer instructions and customary practices and will be the responsibility of those participants. Unless otherwise specified in the applicable Pricing Supplement, the Company will pay any interest payable on each Interest Payment Date and any principal and any premium, interest, and other amounts payable at the Stated Maturity, or earlier Redemption Date or repayment date, on Notes in certificated form by, in the Company’s discretion, wire transfer of immediately available funds or check mailed to Holders of the Notes at the close of business on the applicable Regular Record Date at the address shown on the Security Register of the Company; provided, that any Holder of $10,000,000 or more in aggregate principal amount of similar Notes will receive payments by wire transfer of immediately available funds if such Holder has given appropriate wire transfer instructions to the applicable Trustee or the Paying Agent in writing not later than ten Business Days prior to the applicable payment date.

(8)     If so specified in the applicable Pricing Supplement, the Notes will be redeemable at the option of the Company on the date or dates prior to the Stated Maturity specified in the applicable Pricing Supplement at the price or prices specified in the applicable Pricing Supplement. The Prospectus Supplement and the applicable Pricing Supplement, if applicable, will describe the terms and provisions with respect to redemption at the option of the Company applicable to Notes that are redeemable at the option of the Company. The applicable pricing supplement may set forth terms and provisions with respect to redemption at the option of the Company applicable to Notes denominated in a currency other than U.S. dollars.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 5 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Note of a principal amount equal to or less than the minimum authorized denomination of such note will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note, provided that the unredeemed portion of the principal amount of any Note will be in an authorized denomination (which will not be less than the minimum authorized denomination) for such Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes will be done in accordance with the policies and procedures of the depositary.

Unless the Company defaults on payment of the applicable redemption price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. On or prior to the Redemption Date, the Company will deposit with the Paying Agent or the Trustee money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date.

Any calculations in connection with any redemption will be made by the Company or its designee; provided, however, that such calculation shall not be a duty or obligation of the Trustee. Neither the Trustee nor the calculation agent shall be responsible for or have any responsibility to determine or make any calculations in connection with any redemption. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

 

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(9)     Unless otherwise specified in the applicable Pricing Supplement, the Company will not be obligated to redeem or purchase Notes subject to a sinking fund or analogous provision or at the option of any Holder.

(10)     Unless otherwise specified in the applicable Pricing Supplement, the Notes may be issued only in fully registered form. Unless otherwise specified in the applicable Pricing Supplement, the authorized denomination of the Notes, other than Foreign Currency Notes (as defined below), shall be $2,000 or any amount in excess of $2,000 which is an integral multiple of $1,000. Foreign Currency Notes will be issued in the denominations specified in the applicable Pricing Supplement.

(11)     The Notes may be denominated, and payments of principal of and interest on the Notes will be made, in United States dollars or in such foreign currencies or foreign currency units (each, a “Specified Currency”) as may be specified in the applicable Pricing Supplement (“Foreign Currency Notes”). Unless otherwise specified in the applicable pricing supplement, for Holders of Book-Entry Notes through a DTC participant that do not make an election and follow the procedures described in the Prospectus Supplement to receive payments in the applicable specified currency and for Holders of Notes in certificated form that elect to receive payments in U.S. dollars, the exchange rate agent for the relevant Notes will convert payments to that Holder into the Specified Currency or U.S. dollars, as the case may be, as described in the Prospectus Supplement.

(12)     Each Note will be represented by either a master global note or a global note in fully registered form (each a “Global Note”) registered in the name of the Depositary or a nominee of the Depositary (each such Note represented by a Global Note being herein referred to as a “Book-Entry Note”) or a certificate issued in definitive registered form, without coupons, as set forth in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, The Depository Trust Company will act as Depositary. The Notes may also be issued in the form of one or more Global Notes and registered in the name of the nominee of a common safekeeper or a common depositary for Clearstream Banking, S.A. and Euroclear Bank SA/NV. Except as provided in Section 2.06 of the Indenture or in the applicable Pricing Supplement, Book-Entry Notes will not be issuable in certificated form and will not be exchangeable or transferable. So long as the Depositary or its nominee is the registered Holder of any Global Note, the Depositary or its nominee, as the case may be, will be considered the sole Holder of the Book-Entry Note or Notes represented by such Global Note for all purposes under the Indenture and the Notes.

(13)     Subject to the terms of the Indenture and the Resolutions, each Note shall have such other terms (which may be in addition to or different from the terms set forth herein and which may differ from the terms of other Notes) as are specified in the applicable Pricing Supplement.

(14)     Section 13.05 of the Indenture shall apply to the Notes.

 

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B.     Establishment of Note Forms pursuant to Section 2.01 of Indenture.

It is hereby established pursuant to Section 2.01 of the Indenture that the Global Note representing Book-Entry Notes shall be substantially in the form attached as Exhibit B hereto, unless a different form is provided in the applicable Pricing Supplement or otherwise approved by an Authorized Officer, such approval being conclusively evidenced by the Authorized Officer’s filing the applicable Pricing Supplement with the Securities and Exchange Commission (which Pricing Supplement shall be an “Officers’ Certificate” satisfying the requirements of Section 2.01 of the Indenture).

C.     Establishment of Procedures for Authentication of Notes Pursuant to Section 2.04 of Indenture.

It is hereby ordered pursuant to Section 2.04 of the Indenture that a Global Note in the form attached as Exhibit B hereto shall be authenticated by the Trustee and/or issued in accordance with the Administrative Procedures attached hereto as Exhibit C and upon receipt by the Trustee (including by facsimile or email) of a Pricing Supplement, setting forth the information specified or contemplated therein for the particular Notes to be issued, in substantially the form attached as Exhibit D hereto or in such other form as may be approved by an Authorized Officer, such approval being conclusively evidenced by the Authorized Officer’s execution or approval for filing with the Commission of the same or the Authorized Officer’s instruction to the Trustee to enter the appropriate notations on the Annex A to such Global Note evidencing the Company’s obligations and reflecting the terms specified in the same (or, in the case of an Individual Global Note (as defined in the Administrative Procedures), to authenticate Notes having the terms specified in the same). If such Pricing Supplement is executed, at least one officer signing such Pricing Supplement shall be an Authorized Officer as defined in the Resolutions. If such Pricing Supplement is not executed, the Trustee may make the appropriate notations or authenticate the Notes, as the case may be, and issue the Notes in accordance with the Administrative Procedures upon the telephonic, electronic or written order of an Authorized Officer.

Attached as Exhibit E hereto are true and correct copies of Resolutions duly adopted by the Board of Directors of the Company on December 19, 2023; such Resolutions have not been further amended, modified or rescinded and remain in full force and effect; and such resolutions are the only resolutions adopted by the Company’s Board of Directors or by any Authorized Officers relating to the offering and sale of the Notes.

[Signature Page Follows]

 

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The undersigned have read the sections of the Indenture, including the related definitions contained therein, related to the establishment of (i) a series of Securities, (ii) the forms of such Securities and (iii) the procedures for authentication of such series of Securities. The undersigned have examined the Resolutions adopted by the Board of Directors of the Company. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not the covenants or conditions precedent to the establishment of (i) a series of Securities, (ii) the forms of such Securities and (iii) the procedures for authentication of such series of Securities, contained in the Indenture have been complied with. In the opinion of the undersigned, such covenants and conditions have been complied with.

Dated: January 19, 2024

 

TRUIST FINANCIAL CORPORATION
By:  

/s/ Michael B. Maguire

Name:   Michael B. Maguire
Title:   Senior Executive Vice President and Chief Financial Officer
By:  

/s/ Fadie Itayem

Name:   Fadie Itayem
Title:   Executive Vice President and Treasurer

[Signature Page to Officers’ Certificate and Company Order (Senior)]


EXHIBIT A: PROSPECTUS SUPPLEMENT


EXHIBIT B: MASTER GLOBAL NOTE (SERIES I)


EXHIBIT C: ADMINISTRATIVE PROCEDURES


EXHIBIT D: FORM OF PRICING SUPPLEMENT


EXHIBIT E: BOARD RESOLUTIONS

Exhibit 4.2

TRUIST FINANCIAL CORPORATION

Medium-Term Notes, Series J (Subordinated)

Officers’ Certificate and Company Order

Pursuant to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of December 23, 2003, a Second Supplemental Indenture, dated as of September 24, 2004, a Third Supplemental Indenture, dated as of May 4, 2009, and a Fourth Supplemental Indenture, dated as of July 28, 2022 (as amended, and as the same may be further amended or supplemented from time to time, the “Indenture”), between Truist Financial Corporation, a North Carolina corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Trustee”), and to resolutions adopted by the Company’s Board of Directors on December 19, 2023 (the “Resolutions”), this Officers’ Certificate and Company Order (“Officers’ Certificate”) is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 2.01 of the Indenture, to establish the forms of the Securities of such series in accordance with Section 2.01 of the Indenture, and to establish the procedures for the issuance of specific Securities from time to time pursuant to Section 2.04 of the Indenture. This Officers’ Certificate shall be treated for all purposes under the Indenture as a supplemental indenture thereto.

In connection with this Officers’ Certificate, the undersigned have reviewed the Indenture and the Resolutions as well as such other documents as they have deemed necessary or appropriate to certify as to the below matters. The undersigned further confirm pursuant to Section 16.05 of the Indenture that they have read Sections 2.01, 2.02 and 2.04 of the Indenture and that, in their opinion, they have made such examination and investigation as is necessary to enable them to certify as to the below matters.

All conditions precedent provided for in the Indenture relating to the establishment of (i) a series of Securities, (ii) the forms of such series of Securities, and (iii) the procedures for the issuance of such series of Securities have been complied with.

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture or the Prospectus Supplement relating to the Notes attached hereto as Exhibit A (the “Prospectus Supplement”). In connection with each issuance of Notes, the Company will prepare a pricing supplement to the Prospectus Supplement (each, a “Pricing Supplement”). In the event of any inconsistency between the definition of any term set forth in the Indenture and the Prospectus Supplement or the applicable Pricing Supplement, if any, the definition for such term as set forth in the Prospectus Supplement or the applicable Pricing Supplement shall control. References herein to the “Agents” are to the Agents as defined in that certain Distribution Agreement, dated as of January 19, 2024, between the Company and such Agents, pursuant to which the Notes (as defined herein) may be sold, and such other persons who may from time to time act as Agents with respect to the Notes.


A.     Establishment of Series pursuant to Section 2.01 of the Indenture.

There is hereby established pursuant to Section 2.01 of the Indenture a series of Securities which shall have the following terms:

(1)     The Securities of such series shall bear the title “Medium-Term Notes, Series J (Subordinated)” (referred to herein as the “Notes”).

(2)     The aggregate principal amount of the Notes to be issued pursuant to this Officers’ Certificate is unlimited.

(3)     The Notes shall be issuable in one or more tranches, with all Notes having the same terms, constituting a single tranche. The specific terms of each Note or tranche of Notes shall be determined from time to time in the manner described in the Prospectus Supplement and set forth in a Pricing Supplement. The principal and interest payable at the Stated Maturity, or earlier Redemption Date or repayment date, will be paid to the Holder of the Note at the time of payment. Accrued interest, if any, will be paid at the Stated Maturity, or earlier Redemption Date or repayment date, whether or not that date is an Interest Payment Date.

(4)     Subject to any applicable business day convention as described in the Prospectus Supplement or in any applicable Pricing Supplement, interest payments on the Notes will be made on each Interest Payment Date applicable to, and at the Stated Maturity, or earlier Redemption Date or repayment, of, the Notes. Interest payable on any Interest Payment Date other than at the Stated Maturity, or earlier Redemption Date or repayment date, will be paid to the to the person in whose name a Note is registered at the close of business on the applicable Regular Record Date. The principal and interest payable at the Stated Maturity, or earlier Redemption Date or repayment date, will be paid to the Holder of the Note at the time of payment. Accrued interest, if any, will be paid at the Stated Maturity, or earlier Redemption Date or repayment date, whether or not that date is an Interest Payment Date.

(5)     Each Note within such series shall mature on a date nine months or more from its date of issue as specified in such Note and in the applicable Pricing Supplement; provided, however, that no Commercial Paper Rate Note (as defined below) shall mature sooner than nine months and one day from its date of issue. Unless otherwise authorized by or pursuant to a resolution of the Board of Directors of the Company, none of the Notes will mature less than 5 years from its date of issue. If the Stated Maturity or, if applicable, earlier Redemption Date or repayment date specified in the applicable Pricing Supplement with respect to any Note falls on a day that is not a Business Day, any payment of principal of, premium, if any, and interest otherwise due on such day will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Stated Maturity, Redemption Date or repayment date, as the case may be.

With respect to the Notes of this series, and unless otherwise specified in the applicable Pricing Supplement, “Business Day” means any day, other than a Saturday or Sunday, (i) that is not a day on which banking institutions are authorized or required by law, regulation or executive order to close in New York, New York or Charlotte, North Carolina; (ii) for any Note denominated in a specified currency other than U.S. dollars or euro, a day that also is a day on which commercial

 

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banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial center (as described below) of the country of the specified currency; (iii) for any Note denominated in euro or any Note with a base rate of EURIBOR, a day that also is a day on which the real-time gross settlement system operated by the Eurosystem, or any successor or replacement system (the “T2 system”), is open for the settlement of payment in euro (a “T2 business day”); (iv) for any Note denominated in pounds sterling or any Note with a base rate of SONIA, a day that also is a day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London (a “London banking day”); (v) for any Note with a base rate of SOFR (as defined below), a day that also is a U.S. Government Securities Business Day; and (vi) for any indexed Note, a day that also is a day on which commercial banks are generally open for business in such other place or places as may be set forth in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, the “Principal Financial Center” of any country for the purpose of the foregoing definition is as provided in the 2021 ISDA Definitions, and as amended and updated from time to time, published by the International Swaps and Derivatives Association, Inc. (the “ISDA Definitions”).

U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

(6)     Each Note within such series that bears interest will bear interest by reference to (a) a fixed rate (the “Fixed Rate Notes”); (b) a rate determined by reference to one or more interest rate bases or formulas, referred to as a “Base Rate”, which may be adjusted by a Spread and/or Spread Multiplier (each as defined below), or both (the “Floating Rate Notes”); (c) a fixed rate for a specified portion of the applicable term and a floating rate determined by reference to one or more base rates, which may be adjusted by a spread or a spread multiplier, or both, for other portions of the applicable term; (d) a fixed rate for a specified portion of the applicable term and then reset at one or more specified intervals for the remainder of such term at a rate determined by reference to one or more reset reference rates, including the U.S. treasury rate or any other rate specified in the applicable pricing supplement, which may be adjusted by a spread or a spread multiplier, or both; (e) a rate determined by reference to the performance, price, level or value of one or more of the following: securities of one or more issuers; one or more currencies; one or more commodities; one or more indices; any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance; and/or one or more baskets of the foregoing, which may be adjusted by a Spread and/or Spread Multiplier (“Indexed Rate Notes”); or (f) any combination of (a), (b), (c), (d) and (e). Notes within such series may also be issued as “Zero Coupon Notes” which do not provide for any periodic payments of interest. Notes may be issued as “Original Issue Discount Notes” at a discount from the principal amount thereof due at the stated maturity as specified in the applicable Pricing Supplement. Any Floating Rate Note may also have either or both of the following as set forth in the applicable Pricing Supplement: (i) a maximum interest rate limitation, or ceiling, on the rate of interest that may accrue during any interest period; and (ii) a minimum interest rate limitation, or floor, on the rate of interest that may accrue during any interest period. The interest rate on a Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified

 

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by United States law of general application. Unless otherwise specified in the applicable Pricing Supplement, the interest rate on any Floating Rate Notes will in no event be lower than zero. The applicable Pricing Supplement may designate any of the following Base Rates as applicable to each Floating Rate Note: (a) the Canadian overnight repo rate average (“CORRA”) (based on compounding), in which case such Note will be a “CORRA Note”; (b) the commercial paper rate, in which case such Note will be a “Commercial Paper Rate Note”; (c) the constant maturity treasury rate, in which case such Note will be a “CMT Rate Note”; (d) the Euro interbank offered rate, in which case such Note will be a “EURIBOR Note”; (e) the federal funds rate, in which case such Note will be a “Federal Funds Rate Note”; (f) the prime rate, in which case such Note will be a “Prime Rate Note”; (g) the secured overnight financing rate (“SOFR”) (based on compounding, including index), in which case such Note will be a “SOFR Note”; (h) the Sterling overnight index average rate (based on compounding, including index), in which case such Note will be a “SONIA Rate Note”; (i) the treasury rate, in which case such Note will be a “Treasury Rate Note”; or (j) any other interest rate basis or formula specified in the applicable Pricing Supplement.

The interest rate on each Floating Rate Note will be determined by reference to the applicable Base Rate specified in the applicable Pricing Supplement (based on the specified Index Maturity (as defined below), if applicable, and in respect of each Interest Period), plus or minus any applicable spread and/or multiplied by any applicable spread multiplier. With respect to any Floating Rate Note of this series, if applicable, “Index Maturity” means the period to maturity of the instrument or obligation from which the base rate is calculated and will be specified in the applicable Pricing Supplement. The “Spread” is the number of basis points, or each one-hundredth of a percentage point, specified in the applicable Pricing Supplement to be added or subtracted from the Base Rate for that Floating Rate Note. The “Spread Multiplier” is the percentage specified in the applicable Pricing Supplement to be applied to the Base Rate for a Floating Rate Note.

Indexed Notes

The specific terms of any indexed Notes will be set forth in the applicable Pricing Supplement.

Zero Coupon Notes

The specific terms of any Zero Coupon Notes will be set forth in the applicable Pricing Supplement.

(7)     Unless otherwise specified in the applicable Pricing Supplement, the Company will pay principal of and any premium, interest, and other amounts payable on the Book-Entry Notes (as defined below) in accordance with arrangements then in place between U.S. Bank Trust Company, National Association (the “Paying Agent”) and the applicable depository. Unless otherwise specified in the applicable Pricing Supplement, the principal of and any premium, interest, and other amounts payable on the Book-Entry Notes on each Interest Payment Date and at the Stated Maturity, or earlier Redemption Date or repayment date, will be paid in immediately available funds to The Depositary Trust Company (“DTC”), as Depositary, or its nominee, or such other depositary specified in the applicable Pricing Supplement, as the registered owner of the

 

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Global Notes representing the Book-Entry Notes, which will receive the funds for distribution to the Holders. The Company expects payments by the Depositary’s participants to owners of beneficial interests in the Book-Entry Notes will be governed by standing customer instructions and customary practices and will be the responsibility of those participants. Unless otherwise specified in the applicable Pricing Supplement, the Company will pay any interest payable on each Interest Payment Date and any principal and any premium, interest, and other amounts payable at the Stated Maturity, or earlier Redemption Date or repayment date, on Notes in certificated form by, in the Company’s discretion, wire transfer of immediately available funds or check mailed to Holders of the Notes at the close of business on the applicable Regular Record Date at the address shown on the Security Register of the Company; provided, that any Holder of $10,000,000 or more in aggregate principal amount of similar Notes will receive payments by wire transfer of immediately available funds if such Holder has given appropriate wire transfer instructions to the applicable Trustee or the Paying Agent in writing not later than ten Business Days prior to the applicable payment date.

(8)     If so specified in the applicable Pricing Supplement, the Notes will be redeemable at the option of the Company on the date or dates prior to the Stated Maturity specified in the applicable Pricing Supplement at the price or prices specified in the applicable Pricing Supplement. The Prospectus Supplement and the applicable Pricing Supplement, if applicable, will describe the terms and provisions with respect to redemption at the option of the Company applicable to Notes that are redeemable at the option of the Company. The applicable pricing supplement may set forth terms and provisions with respect to redemption at the option of the Company applicable to Notes denominated in a currency other than U.S. dollars.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 5 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Note of a principal amount equal to or less than the minimum authorized denomination of such note will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note, provided that the unredeemed portion of the principal amount of any Note will be in an authorized denomination (which will not be less than the minimum authorized denomination) for such Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes will be done in accordance with the policies and procedures of the depositary.

Unless the Company defaults on payment of the applicable redemption price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. On or prior to the Redemption Date, the Company will deposit with the Paying Agent or the Trustee money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date.

 

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Any calculations in connection with any redemption will be made by the Company or its designee; provided, however, that such calculation shall not be a duty or obligation of the Trustee. Neither the Trustee nor the calculation agent shall be responsible for or have any responsibility to determine or make any calculations in connection with any redemption. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

(9)     Unless otherwise specified in the applicable Pricing Supplement, the Company will not be obligated to redeem or purchase Notes subject to a sinking fund or analogous provision or at the option of any Holder.

(10)     Unless otherwise specified in the applicable Pricing Supplement, the Notes may be issued only in fully registered form. Unless otherwise specified in the applicable Pricing Supplement, the authorized denomination of the Notes, other than Foreign Currency Notes (as defined below), shall be $2,000 or any amount in excess of $2,000 which is an integral multiple of $1,000. Foreign Currency Notes will be issued in the denominations specified in the applicable Pricing Supplement.

(11)     The Notes may be denominated, and payments of principal of and interest on the Notes will be made, in United States dollars or in such foreign currencies or foreign currency units (each, a “Specified Currency”) as may be specified in the applicable Pricing Supplement (“Foreign Currency Notes”). Unless otherwise specified in the applicable pricing supplement, for Holders of Book-Entry Notes through a DTC participant that do not make an election and follow the procedures described in the Prospectus Supplement to receive payments in the applicable specified currency and for Holders of Notes in certificated form that elect to receive payments in U.S. dollars, the exchange rate agent for the relevant Notes will convert payments to that Holder into the Specified Currency or U.S. dollars, as the case may be, as described in the Prospectus Supplement.

(12)     Each Note will be represented by either a master global note or a global note in fully registered form (each a “Global Note”) registered in the name of the Depositary or a nominee of the Depositary (each such Note represented by a Global Note being herein referred to as a “Book-Entry Note”) or a certificate issued in definitive registered form, without coupons, as set forth in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, The Depository Trust Company will act as Depositary. The Notes may also be issued in the form of one or more Global Notes and registered in the name of the nominee of a common safekeeper or a common depositary for Clearstream Banking, S.A. and Euroclear Bank SA/NV. Except as provided in Section 2.06 of the Indenture or in the applicable Pricing Supplement, Book-Entry Notes will not be issuable in certificated form and will not be exchangeable or transferable. So long as the Depositary or its nominee is the registered Holder of any Global Note, the Depositary or its nominee, as the case may be, will be considered the sole Holder of the Book-Entry Note or Notes represented by such Global Note for all purposes under the Indenture and the Notes.

(13)     The Notes shall be subject to the subordination provisions contained in Article Three of the Indenture.

 

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(14)     Subject to the terms of the Indenture and the Resolutions, each Note shall have such other terms (which may be in addition to or different from the terms set forth herein and which may differ from the terms of other Notes) as are specified in the applicable Pricing Supplement.

B.     Establishment of Note Forms pursuant to Section 2.01 of Indenture.

It is hereby established pursuant to Section 2.01 of the Indenture that the Global Note representing Book-Entry Notes shall be substantially in the form attached as Exhibit B hereto, unless a different form is provided in the applicable Pricing Supplement or otherwise approved by an Authorized Officer, such approval being conclusively evidenced by the Authorized Officer’s filing the applicable Pricing Supplement with the Securities and Exchange Commission (which Pricing Supplement shall be an “Officers’ Certificate” satisfying the requirements of Section 2.01 of the Indenture).

C.     Establishment of Procedures for Authentication of Notes Pursuant to Section 2.04 of Indenture.

It is hereby ordered pursuant to Section 2.04 of the Indenture that a Global Note in the form attached as Exhibit B hereto shall be authenticated by the Trustee and/or issued in accordance with the Administrative Procedures attached hereto as Exhibit C and upon receipt by the Trustee (including by facsimile or email) of a Pricing Supplement, setting forth the information specified or contemplated therein for the particular Notes to be issued, in substantially the form attached as Exhibit D hereto or in such other form as may be approved by an Authorized Officer, such approval being conclusively evidenced by the Authorized Officer’s execution or approval for filing with the Commission of the same or the Authorized Officer’s instruction to the Trustee to enter the appropriate notations on the Annex A to such Global Note evidencing the Company’s obligations and reflecting the terms specified in the same (or, in the case of an Individual Global Note (as defined in the Administrative Procedures), to authenticate Notes having the terms specified in the same). If such Pricing Supplement is executed, at least one officer signing such Pricing Supplement shall be an Authorized Officer as defined in the Resolutions. If such Pricing Supplement is not executed, the Trustee may make the appropriate notations or authenticate the Notes, as the case may be, and issue the Notes in accordance with the Administrative Procedures upon the telephonic, electronic or written order of an Authorized Officer.

Attached as Exhibit E hereto are true and correct copies of Resolutions duly adopted by the Board of Directors of the Company on December 19, 2023; such Resolutions have not been further amended, modified or rescinded and remain in full force and effect; and such resolutions are the only resolutions adopted by the Company’s Board of Directors or by any Authorized Officers relating to the offering and sale of the Notes.

[Signature Page Follows]

 

7


The undersigned have read the sections of the Indenture, including the related definitions contained therein, related to the establishment of (i) a series of Securities, (ii) the forms of such Securities and (iii) the procedures for authentication of such series of Securities. The undersigned have examined the Resolutions adopted by the Board of Directors of the Company. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not the covenants or conditions precedent to the establishment of (i) a series of Securities, (ii) the forms of such Securities and (iii) the procedures for authentication of such series of Securities, contained in the Indenture have been complied with. In the opinion of the undersigned, such covenants and conditions have been complied with.

Dated: January 19, 2024

 

TRUIST FINANCIAL CORPORATION
By:  

/s/ Michael B. Maguire

Name:   Michael B. Maguire
Title:   Senior Executive Vice President and Chief Financial Officer
By:  

/s/ Fadie Itayem

Name:   Fadie Itayem
Title:   Executive Vice President and Treasurer

 

[Signature Page to Officers’ Certificate and Company Order (Subordinated)]


EXHIBIT A: PROSPECTUS SUPPLEMENT


EXHIBIT B: MASTER GLOBAL NOTE (SERIES J)


EXHIBIT C: ADMINISTRATIVE PROCEDURES


EXHIBIT D: FORM OF PRICING SUPPLEMENT


EXHIBIT E: BOARD RESOLUTIONS

Exhibit 4.3(a)

[If the registered owner of this Master Global Note is The Depository Trust Company or a nominee thereof, the following legend is applicable: This Master Global Senior Note (this “Master Global Note”) is a Global Security within the meaning of the Indenture referred to herein and is registered in the name of a Depositary or a nominee of a Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”) to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued upon registration of transfer of, or in exchange for, or in lieu of, this certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

[If the registered owner of this Master Global Note is [                ] or a nominee thereof, the following legend is applicable: Unless this certificate is presented by an authorized representative of [                ] (the “Depository”) to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued upon registration of transfer of, or in exchange for, or in lieu of, this certificate is registered in the name of [                ] or in such other name as is requested by an authorized representative of the Depository (and any payment is made to [                ] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, [                ], has an interest herein.]

THIS MASTER GLOBAL NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND IS NOT AN OBLIGATION OF OR GUARANTEED BY TRUIST FINANCIAL GROUP OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF TRUIST FINANCIAL GROUP.

THIS MASTER GLOBAL NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF TRUIST FINANCIAL CORPORATION.

 

REGISTERED    Truist Financial Corporation   
No. [__]    Medium-Term Note, Series I (Senior)
(Master Global Note)
  

This Master Global Note is a “master note,” which term means a Global Note that provides for incorporation therein of the terms and provisions of Debt Obligations by reference to the applicable Pricing Supplements, substantially as contemplated herein.

Truist Financial Corporation, a corporation duly organized and existing under the laws of North Carolina (the “Issuer,” which term includes any successor corporation), for value received, hereby promises to pay to [_______] or its registered assigns: (i) on each principal payment date, including each amortization date, Redemption Date, repayment date, Stated Maturity, and extended maturity date, as applicable, of each obligation identified on the records of the Issuer (which records are maintained by U.S. Bank Trust Company, National Association or such other paying agent as designated in the applicable pricing supplement (the “Paying Agent”)) as being evidenced by this Master Global Note, the principal amount then due and payable for each such obligation, and (ii) on each Interest Payment Date, if any, the interest then due and payable on the principal amount for each such obligation. Payment shall be made by wire transfer of U.S. dollars to the registered owner, or immediately available funds or the equivalent to a party as authorized by the registered owner and in the currency other than U.S. dollars as provided for in each such obligation, by the applicable Paying Agent without the necessity of presentation and surrender of this Master Global Note.


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER GLOBAL NOTE SET FORTH ON THE REVERSE HEREOF.

This Master Global Note is a valid and binding obligation of the Issuer.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Master Global Note shall not be entitled to any benefit under the Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.

 

TRUIST FINANCIAL CORPORATION
By:  

 

Name:  
Title:  
Attest  
By:  

 

Name:  
Title:  

[(Seal)]

Dated:

[Signature Page to Master Global Note, Senior]


TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and issued pursuant to the within-mentioned Indenture.

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:  

 

  Authorized Signatory

[Trustee’s Certificate of Authentication to Master Global Note, Senior]


[Reverse of Note]

Medium-Term Notes, Series I (Senior)

Section 1. General.

This Master Global Note evidences certain indebtedness (the “Debt Obligations”) of the Issuer, which shall form a part of the Issuer’s unsecured, unsubordinated medium-term notes, Series I due nine months or more from the date of issue (“Series I”), all issued or to be issued under and pursuant to that certain Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of May 4, 2009, and by a Second Supplemental Indenture, dated as of June 6, 2022 (as so amended, and as the same may be further amended or supplemented from time to time, the “Indenture”), duly executed and delivered by the Issuer and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto (including the Issuer’s Officers’ Certificate and Company Order, dated as of January 19, 2024 (the “Officers’ Certificate”), with respect to, among other things, the establishment of medium-term notes, Series I (Senior)) reference is hereby made for a description of the rights, duties and immunities thereunder of the Issuer, the Trustee and the holders of the Debt Obligations. For purposes hereof, references herein to the Indenture include the Indenture, as supplemented by the Officers’ Certificate.

As provided in the Indenture, the Debt Obligations may have different Maturities, may bear interest, if any, at different rates, may be subject to different redemption and repayment provisions, if any, may be subject to different sinking, purchase, or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the Indenture provided or permitted. The Debt Obligations as evidenced by this Master Global Note aggregated with any other indebtedness of the Issuer issued under Series I are unlimited.

With respect to each Debt Obligation, the terms and provisions of such Debt Obligation set forth in the applicable pricing supplement (each, as it may be amended or supplemented, a “Pricing Supplement”) relating to such Debt Obligation, as filed by the Issuer with the Securities and Exchange Commission, together with the applicable terms and provisions set forth in the Prospectus Supplement dated January 19, 2024 (the “Prospectus Supplement”) and the Prospectus (the “Prospectus”) dated January 19, 2024 (each such pricing supplement, collectively with such terms and provisions of the Prospectus Supplement and the Prospectus, referred to herein as a “Pricing Supplement”), are hereby incorporated by reference herein and are deemed to be a part of this Master Global Note and are binding upon the parties hereto as though fully set forth herein as of the applicable issue date (such date, the “Issue Date”). This Master Global Note may have such additional or different terms as are set forth in the applicable Pricing Supplement(s) with respect to each Debt Obligation. Any terms so set forth shall be deemed to add to, modify and/or supersede, as necessary, any other terms set forth in this Master Global Note, and in the case of any conflict between the terms and provisions of the applicable Pricing Supplement and the terms and provisions herein, the terms and provisions of the applicable Pricing Supplement shall control with respect to the relevant Debt Obligation. Without limiting the foregoing, in the case of each Debt Obligation, holders of beneficial interests in this Master Global Note are directed to the applicable Pricing Supplement for a description of terms and provisions of such Debt Obligation.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE DEBT OBLIGATIONS SET FORTH IN THE RECORDS OF THE ISSUER MAINTAINED BY THE TRUSTEE, WHICH RECORDS CONSIST OF THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT AND PROSPECTUS RELATING TO EACH ISSUANCE OF DEBT OBLIGATIONS, AS FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN AND SHALL COMPRISE A PART OF THIS MASTER GLOBAL NOTE.

 

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TRANSFERS OF THIS MASTER GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF [DTC][                ] OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS MASTER GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THIS MASTER GLOBAL NOTE.

The Trustee (or other appropriate party under the Indenture) shall make appropriate entries to identify and reflect the issuance of any Debt Obligation represented by this Master Global Note and shall enter additional information with respect to such Debt Obligation, all in accordance with the Indenture and the instructions of the Issuer. In addition, the security registrar shall enter each Debt Obligation in the Security Register maintained by the security registrar, and the Trustee (or other appropriate party under the Indenture) shall make an appropriate notation in its records to reflect the issuance of any Debt Obligation represented by this Master Global Note.

Section 2. Defined Terms.

Unless otherwise defined herein, all terms used in this Master Global Note which are defined in the Indenture and/or the Pricing Supplement shall have the respective meanings assigned to them in the Indenture and/or the Pricing Supplement, as applicable.

Section 3. Payments of Principal and Interest.

Determinations relating to the interest rate payable on a Debt Obligation, if any, shall be made, and interest, if any, payable on a Debt Obligation shall be calculated, as set forth in the applicable Pricing Supplement. Principal, premium, if any, and interest, if any, on Debt Obligations shall be paid on the dates, to the Persons and in the manner described in the applicable Pricing Supplement.

Section 4. Redemption.

If so specified in the applicable Pricing Supplement, and in accordance with the terms and provisions thereof, a Debt Obligation may be redeemable prior to the Stated Maturity at the option of the Company at the Redemption Date(s) or periods within which Redemption Dates may occur and at the related Redemption Prices (such redemption, an “Optional Redemption”).

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 5 days but not more than 60 days before the redemption date to each holder of a Debt Obligation to be redeemed to the Person in whose name this Master Global Note is registered at such address as shall appear in the Security Register of the Issuer.

In the event of redemption of a Debt Obligation in part only, the unredeemed portion thereof shall be at least the minimum authorized denomination (the “Minimum Denomination”) specified in the applicable Pricing Supplement, or if no such Minimum Denomination is so specified, U.S. $2,000. In the event of redemption of a Debt Obligation in part only, the unredeemed portion of that Debt Obligation shall continue to be represented by this Master Global Note and the applicable Pricing Supplement. The Trustee (or other appropriate party under the Indenture) shall note any such early redemption, whether in whole or in part, on the security registrar shall make appropriate modifications to the entry in the Security

 

6


Register for the relevant Debt Obligation. Unless otherwise specified in the applicable Pricing Supplement, if less than all of a Debt Obligation is to be redeemed, the interests in such Debt Obligation to be redeemed shall be, for so long as this Master Global Note is held by [DTC][                ], selected in accordance with the procedures of [DTC][                ].

Unless the Issuer defaults in the payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the applicable Debt Obligations or portions thereof called for redemption.

Any calculations in connection with any redemption will be made by the Issuer or its designee; provided, however, that such calculation shall not be a duty or obligation of the Trustee. Neither the Trustee nor the calculation agent shall be responsible for or have any responsibility to determine or make any calculations in connection with any redemption. The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

If no optional Redemption Date(s) or periods within which Redemption Dates may occur are set forth in the applicable Pricing Supplement, such Debt Obligation may not be redeemed at the option of the Issuer prior to its Stated Maturity.

To the extent then required by applicable laws or regulations, Debt Obligations may not be redeemed prior to the applicable Stated Maturity without the requisite prior approval, if any, from applicable regulators.

Section 5. Sinking Funds.

Unless otherwise specified in the applicable Pricing Supplement, the Debt Obligations under this Master Global Note will not be subject to any sinking fund.

Section 6. Principal Amount For Indenture Purposes.

For the purpose of determining whether holders of the requisite amount of Series I notes, including the Debt Obligations as evidenced by this Master Global Note, Outstanding under the Indenture have made a demand, given a notice or waiver or taken any other action, the outstanding principal amount of this Master Global Note shall be deemed to be the aggregate principal amount outstanding of the Debt Obligations as evidenced by this Master Global Note.

Section 7. Modification and Waivers.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the holders of the notes of each series, including the holders of the Debt Obligations, under the Indenture at any time by the Issuer and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the notes at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the holders of any notes, including the holders of Debt Obligations, at the time Outstanding. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Debt Obligations of each series at the time Outstanding, on behalf of the holders of all Debt Obligations of such series, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Master Global Note shall be conclusive and binding upon such holder and upon all future holders of this Master Global Note and of any Master Global Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Master Global Note. The determination of whether particular notes of each series, including the Debt Obligations, are “outstanding” will be made in accordance with the Indenture.

 

7


No reference herein to the Indenture and no provision of this Master Global Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest, if any, on each Debt Obligation at the times, place and rate, and in the coin or currency, identified on the records of the Issuer.

Section 8. Events of Default.

Unless otherwise specified in the applicable Pricing Supplement, the “Events of Default” with respect to this Master Global Note, including for the Debt Obligations of Series I evidenced hereunder, shall be as set forth in the Indenture, and, solely to the extent set forth in the Indenture, upon the occurrence and continuance of an Event of Default for the Debt Obligations, the principal of all such Debt Obligations under this Master Global Note may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture.

Section 9. Governing Law.

This Master Global Note shall be governed by and construed in accordance with the laws of the State of New York.

 

8


ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM   

•  as tenants in common

TEN ENT   

•  as tenants by the entireties (Cust)

JT TEN   

•  as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT   

•  Uniform Gifts to Minors Act

Additional abbreviations may also be used though not in the above list.

 

9


ASSIGNMENTS

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s), and transfer(s) unto

 

 

(Name, Address, and Taxpayer Identification Number of Assignee)

the Master Global Note and all rights thereunder, hereby irrevocably constituting and appointing __________________ attorney to transfer said Master Global Note on the books of the Issuer with full power of substitution in the premises.

 

Dated:____________________   

 

   (Signature)
Signature(s) Guaranteed:    NOTICE: The signature on this assignment must correspond with the name as written upon the face of this Master Global Note, in every particular, without alteration or enlargement or any change whatsoever.

 

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Exhibit 4.3(b)

[If the registered owner of this Master Global Note is The Depository Trust Company or a nominee thereof, the following legend is applicable: This Master Global Subordinated Note (this “Master Global Note”) is a Global Security within the meaning of the Indenture referred to herein and is registered in the name of a Depositary or a nominee of a Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”) to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued upon registration of transfer of, or in exchange for, or in lieu of, this certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

[If the registered owner of this Master Global Note is [                ] or a nominee thereof, the following legend is applicable: Unless this certificate is presented by an authorized representative of [                ] (the “Depository”) to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued upon registration of transfer of, or in exchange for, or in lieu of, this certificate is registered in the name of [                ] or in such other name as is requested by an authorized representative of the Depository (and any payment is made to [                ] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, [                ], has an interest herein.]

THIS MASTER GLOBAL NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND IS NOT AN OBLIGATION OF OR GUARANTEED BY TRUIST FINANCIAL GROUP OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF TRUIST FINANCIAL GROUP.

THIS MASTER GLOBAL NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND SUBORDINATED GENERAL OBLIGATION OF TRUIST FINANCIAL CORPORATION. THE INDEBTEDNESS OF TRUIST FINANCIAL CORPORATION EVIDENCED BY THIS MASTER GLOBAL NOTE, INCLUDING THE PRINCIPAL AND ANY PREMIUM AND INTEREST THEREON, IS, TO THE EXTENT AND IN THE MANNER SET FORTH IN THE INDENTURE, SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO TRUIST FINANCIAL CORPORATION’S OBLIGATIONS TO HOLDERS OF SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND EACH HOLDER OF THIS NOTE, BY THE ACCEPTANCE HEREOF, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS OF THE INDENTURE.

 

REGISTERED    Truist Financial Corporation   
No. [__]   

Medium-Term Note, Series J (Subordinated)

(Master Global Note)

  

This Master Global Note is a “master note,” which term means a Global Note that provides for incorporation therein of the terms and provisions of Debt Obligations by reference to the applicable Pricing Supplements, substantially as contemplated herein.

Truist Financial Corporation, a corporation duly organized and existing under the laws of North Carolina (the “Issuer,” which term includes any successor corporation), for value received, hereby promises to pay to [________] or its registered assigns: (i) on each principal payment date, including each amortization date, Redemption Date, repayment date, Stated Maturity, and extended maturity date, as applicable, of each obligation identified on the records of the Issuer (which records are maintained by U.S. Bank Trust Company, National Association or such other paying agent as designated in the


applicable pricing supplement (the “Paying Agent”)) as being evidenced by this Master Global Note, the principal amount then due and payable for each such obligation, and (ii) on each Interest Payment Date, if any, the interest then due and payable on the principal amount for each such obligation. Payment shall be made by wire transfer of U.S. dollars to the registered owner, or immediately available funds or the equivalent to a party as authorized by the registered owner and in the currency other than U.S. dollars as provided for in each such obligation, by the applicable Paying Agent without the necessity of presentation and surrender of this Master Global Note.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER GLOBAL NOTE SET FORTH ON THE REVERSE HEREOF.

This Master Global Note is a valid and binding obligation of the Issuer.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Master Global Note shall not be entitled to any benefit under the Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.

 

    TRUIST FINANCIAL CORPORATION
    By:  

         

    Name:
    Title:
    Attest
[(Seal)]     By:  

         

    Name:
Dated:     Title:

[Signature Page to Master Global Note, Subordinated]


TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and issued pursuant to the within-mentioned Indenture.

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:  

         

  Authorized Signatory

[Trustee’s Certificate of Authentication to Master Global Note, Subordinated]


[Reverse of Note]

Medium-Term Notes, Series J (Subordinated)

Section 1. General.

This Master Global Note evidences certain indebtedness (the “Debt Obligations”) of the Issuer, which shall form a part of the Issuer’s unsecured, subordinated medium-term notes, Series J due nine months or more from the date of issue (“Series J”), all issued or to be issued under and pursuant to that certain Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of December 23, 2003, by a Second Supplemental Indenture, dated as of September 24, 2004, by a Third Supplemental Indenture, dated as of May 4, 2009, and by a Fourth Supplemental Indenture, dated as of July 28, 2022 (as so amended, and as the same may be further amended or supplemented from time to time, the “Indenture”), duly executed and delivered by the Issuer and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto (including the Issuer’s Officers’ Certificate and Company Order, dated as of January 19, 2024 (the “Officers’ Certificate”), with respect to, among other things, the establishment of medium-term notes, Series J (Subordinated)) reference is hereby made for a description of the rights, duties and immunities thereunder of the Issuer, the Trustee, the holders of the Issuer’s Senior Indebtedness and the holders of the Debt Obligations. For purposes hereof, references herein to the Indenture include the Indenture, as supplemented by the Officers’ Certificate.

As provided in the Indenture, the Debt Obligations may have different Maturities, may bear interest, if any, at different rates, may be subject to different redemption and repayment provisions, if any, may be subject to different sinking, purchase, or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the Indenture provided or permitted. The Debt Obligations as evidenced by this Master Global Note aggregated with any other indebtedness of the Issuer issued under Series J are unlimited.

With respect to each Debt Obligation, the terms and provisions of such Debt Obligation set forth in the applicable pricing supplement (each, as it may be amended or supplemented, a “Pricing Supplement”) relating to such Debt Obligation, as filed by the Issuer with the Securities and Exchange Commission, together with the applicable terms and provisions set forth in the Prospectus Supplement dated January 19, 2024 (the “Prospectus Supplement”) and the Prospectus (the “Prospectus”) dated January 19, 2024 (each such pricing supplement, collectively with such terms and provisions of the Prospectus Supplement and the Prospectus, referred to herein as a “Pricing Supplement”), are hereby incorporated by reference herein and are deemed to be a part of this Master Global Note and are binding upon the parties hereto as though fully set forth herein as of the applicable issue date (such date, the “Issue Date”). This Master Global Note may have such additional or different terms as are set forth in the applicable Pricing Supplement(s) with respect to each Debt Obligation. Any terms so set forth shall be deemed to add to, modify and/or supersede, as necessary, any other terms set forth in this Master Global Note, and in the case of any conflict between the terms and provisions of the applicable Pricing Supplement and the terms and provisions herein, the terms and provisions of the applicable Pricing Supplement shall control with respect to the relevant Debt Obligation. Without limiting the foregoing, in the case of each Debt Obligation, holders of beneficial interests in this Master Global Note are directed to the applicable Pricing Supplement for a description of terms and provisions of such Debt Obligation.

 

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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE DEBT OBLIGATIONS SET FORTH IN THE RECORDS OF THE ISSUER MAINTAINED BY THE TRUSTEE, WHICH RECORDS CONSIST OF THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT AND PROSPECTUS RELATING TO EACH ISSUANCE OF DEBT OBLIGATIONS, AS FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN AND SHALL COMPRISE A PART OF THIS MASTER GLOBAL NOTE.

TRANSFERS OF THIS MASTER GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF [DTC][                ] OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS MASTER GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THIS MASTER GLOBAL NOTE.

The Trustee (or other appropriate party under the Indenture) shall make appropriate entries to identify and reflect the issuance of any Debt Obligation represented by this Master Global Note and shall enter additional information with respect to such Debt Obligation, all in accordance with the Indenture and the instructions of the Issuer. In addition, the security registrar shall enter each Debt Obligation in the Security Register maintained by the security registrar, and the Trustee (or other appropriate party under the Indenture) shall make an appropriate notation in its records to reflect the issuance of any Debt Obligation represented by this Master Global Note.

Section 2. Defined Terms.

Unless otherwise defined herein, all terms used in this Master Global Note which are defined in the Indenture and/or the Pricing Supplement shall have the respective meanings assigned to them in the Indenture and/or the Pricing Supplement, as applicable.

Section 3. Payments of Principal and Interest.

Determinations relating to the interest rate payable on a Debt Obligation, if any, shall be made, and interest, if any, payable on a Debt Obligation shall be calculated, as set forth in the applicable Pricing Supplement. Principal, premium, if any, and interest, if any, on Debt Obligations shall be paid on the dates, to the Persons and in the manner described in the applicable Pricing Supplement.

Section 4. Redemption.

If so specified in the applicable Pricing Supplement, and in accordance with the terms and provisions thereof, a Debt Obligation may be redeemable prior to the Stated Maturity at the option of the Company at the Redemption Date(s) or periods within which Redemption Dates may occur and at the related Redemption Prices (such redemption, an “Optional Redemption”).

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 5 days but not more than 60 days before the redemption date to each holder of a Debt Obligation to be redeemed to the Person in whose name this Master Global Note is registered at such address as shall appear in the Security Register of the Issuer.

In the event of redemption of a Debt Obligation in part only, the unredeemed portion thereof shall be at least the minimum authorized denomination (the “Minimum Denomination”) specified in the applicable Pricing Supplement, or if no such Minimum Denomination is so specified, U.S. $2,000. In the event of redemption of a Debt Obligation in part only, the unredeemed portion of that Debt Obligation shall continue to be represented by this Master Global Note and the applicable Pricing Supplement. The

 

6


Trustee (or other appropriate party under the Indenture) shall note any such early redemption, whether in whole or in part, on the security registrar shall make appropriate modifications to the entry in the Security Register for the relevant Debt Obligation. Unless otherwise specified in the applicable Pricing Supplement, if less than all of a Debt Obligation is to be redeemed, the interests in such Debt Obligation to be redeemed shall be, for so long as this Master Global Note is held by [DTC][                ], selected in accordance with the procedures of [DTC][                ].

Unless the Issuer defaults in the payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the applicable Debt Obligations or portions thereof called for redemption.

Any calculations in connection with any redemption will be made by the Issuer or its designee; provided, however, that such calculation shall not be a duty or obligation of the Trustee. Neither the Trustee nor the calculation agent shall be responsible for or have any responsibility to determine or make any calculations in connection with any redemption. The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

If no optional Redemption Date(s) or periods within which Redemption Dates may occur are set forth in the applicable Pricing Supplement, such Debt Obligation may not be redeemed at the option of the Issuer prior to its Stated Maturity.

To the extent then required by applicable laws or regulations, Debt Obligations may not be redeemed prior to the applicable Stated Maturity without the requisite prior approval, if any, from applicable regulators.

Section 5. Sinking Funds.

Unless otherwise specified in the applicable Pricing Supplement, the Debt Obligations under this Master Global Note will not be subject to any sinking fund.

Section 6. Principal Amount For Indenture Purposes.

For the purpose of determining whether holders of the requisite amount of Series J notes, including the Debt Obligations as evidenced by this Master Global Note, Outstanding under the Indenture have made a demand, given a notice or waiver or taken any other action, the outstanding principal amount of this Master Global Note shall be deemed to be the aggregate principal amount outstanding of the Debt Obligations as evidenced by this Master Global Note.

Section 7. Modification and Waivers.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the holders of the notes of each series, including the holders of the Debt Obligations, under the Indenture at any time by the Issuer and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the notes at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the holders of any notes, including the holders of Debt Obligations, at the time Outstanding. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Debt Obligations of each series at the time Outstanding, on behalf of the holders of all Debt Obligations of such series, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Master Global Note shall be conclusive and binding upon such holder and

 

7


upon all future holders of this Master Global Note and of any Master Global Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Master Global Note. The determination of whether particular notes of each series, including the Debt Obligations, are “outstanding” will be made in accordance with the Indenture.

Subject to the rights of holders of Senior Indebtedness of the Issuer set forth in this Master Global Note and as provided in the Indenture, no reference herein to the Indenture and no provision of this Master Global Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, and any premium and interest on, each Debt Obligation at the times, place and rate, and in the coin or currency, identified on the records of the Issuer.

Section 8. Subordination.

The indebtedness evidenced by this Master Global Note is, to the extent and in the manner provided in the Indenture referred to above, subordinate and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Issuer, as defined in the Indenture. Each holder of a Debt Obligation evidenced by this Master Global Note, by accepting the same, agrees to and shall be bound by the provisions of the Indenture and authorizes and directs the Trustee on such holder’s behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination of such Debt Obligation and this Master Global Note as provided in the Indenture and appoints the Trustee such holder’s attorney-in-fact for any and all such purposes.

As more specifically provided in the Indenture, upon any distribution of assets of the Issuer after any dissolution, winding up, liquidation or reorganization, the holders of Senior Indebtedness are entitled to receive payment in full of principal and any premium and interest due on Senior Indebtedness before the holders of the subordinated notes, including the holders of the Debt Obligations, are entitled to receive any payment on account of the principal of and any premium or interest on such subordinated notes, including the Debt Obligations (except that holders of the subordinated notes, including the Debt Obligations, may receive payment in shares of stock in a reorganization or adjustment in certain circumstances specified in the Indenture). Certain dissolution, winding up, liquidation or reorganization events specified in the Indenture will not be deemed to be a dissolution, winding up, liquidation or reorganization for this purpose.

The Issuer may not pay principal of, or any premium or interest on, any subordinated notes, including the Debt Obligations, and may not acquire any subordinated notes, including the Debt Obligations, for cash or property other than the Issuer’s capital stock if (1) a default on Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to accelerate its maturity; and (2) such default is the subject of judicial proceedings or the Issuer receives written notice of such default from a representative of the holders of the Senior Indebtedness. If the Issuer receives a notice in accordance with the preceding sentence, a similar notice received within 360 days thereafter relating to the same default on the same issue of Senior Indebtedness shall not be effective for such purpose. The Issuer may resume payments on subordinate notes, including the Debt Obligations, and may acquire such notes when (1) such default is cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been paid in full in cash or cash equivalents; or (2) if such default is not the subject of judicial proceedings, 120 days pass after the Issuer receives such written notice (subject to any other prohibitions in the Indenture on such payment or acquisition).

 

8


Section 9. Events of Default.

Unless otherwise specified in the applicable Pricing Supplement, the “Events of Default” with respect to this Master Global Note, including for the Debt Obligations of Series J evidenced hereunder, shall be as set forth in the Indenture, and, solely to the extent set forth in the Indenture, upon the occurrence and continuance of an Event of Default for the Debt Obligations, the principal of all such Debt Obligations under this Master Global Note may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture.

Section 10. Governing Law.

This Master Global Note shall be governed by and construed in accordance with the laws of the State of New York.

 

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ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM   

•  as tenants in common

TEN ENT   

•  as tenants by the entireties (Cust)

JT TEN   

•  as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT   

•  Uniform Gifts to Minors Act

Additional abbreviations may also be used though not in the above list.

 

10


ASSIGNMENTS

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s), and transfer(s) unto

 

 

(Name, Address, and Taxpayer Identification Number of Assignee)
the Master Global Note and all rights thereunder, hereby irrevocably constituting and appointing __________________ attorney to transfer said Master Global Note on the books of the Issuer with full power of substitution in the premises.
Dated:____________________   

 

   (Signature)
Signature(s) Guaranteed:    NOTICE: The signature on this assignment must correspond with the name as written upon the face of this Master Global Note, in every particular, without alteration or enlargement or any change whatsoever.

 

11

Exhibit 5.1

 

LOGO   

January 19, 2024

 

  

Mayer Brown LLP

71 South Wacker Drive
Chicago, Illinois 60606-4637

 

Main Tel +1 312 782 0600
Main Fax +1 312 701 7711

www.mayerbrown.com

Truist Financial Corporation

214 N. Tryon Street

Charlotte, North Carolina 28202

 

  Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

We have represented Truist Financial Corporation, a North Carolina corporation (the “Company”), in connection with its filing of a registration statement on Form S-3 (No. 333-276600), including the prospectus constituting a part thereof, dated January 19, 2024 (the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) on January 19, 2024 and its filing of the prospectus supplement, dated January 19, 2024 (the “Prospectus Supplement”), with the Commission on the date hereof for the purposes of registering under the Securities Act of 1933, as amended (the “Securities Act”), among other securities, an unspecified principal amount of the Company’s Medium-Term Notes, Series I (Senior) (the “Series I Notes”), and Medium-Term Notes, Series J (Subordinated) (the “Series J Notes” and, together with the Series I Notes, the “Securities”). The Series I Notes are issuable pursuant to an Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of May 4, 2009, and the Second Supplemental Indenture, dated as of June 6, 2022 (as amended, and as the same may be further amended or supplemented from time to time, the “Senior Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Senior Trustee”). The Series J Notes are issuable under that certain Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of December 23, 2003, the Second Supplemental Indenture, dated as of September 24, 2004, the Third Supplemental Indenture, dated as of May 4, 2009, and the Fourth Supplemental Indenture, dated as of July 28, 2022 (as amended, and as the same may be further amended or supplemented from time to time, the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Subordinated Trustee” and, together with the Senior Trustee, the “Trustee”). Certain terms of the Securities will be established by or pursuant to resolutions of the Company’s board of directors (the “Corporate Proceedings”).

 

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including

Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership)

and Tauil & Chequer Advogados (a Brazilian partnership).


Mayer Brown LLP

January 19, 2024

Page 2

 

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In rendering the opinions expressed herein, we have examined (i) the Registration Statement; (ii) the Prospectus Supplement; (iii) executed copies of the Indentures; (iv) an executed copy of the Officers’ Certificate and Company Order Series I (Senior), establishing the forms and certain terms of the Series I Notes; (v) an executed copy of the Officers’ Certificate and Company Order Series J (Subordinated), establishing the forms and certain terms of the Series J Notes; and (vi) the forms of the master global notes and global notes representing the Securities.

In addition, we have examined such other documents, certificates and opinions and have made such further investigation as we have deemed necessary or appropriate for the purposes of the opinions expressed below. In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, conformed or photostatic copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. As to all parties other than the Company, we have assumed the due authorization, execution and delivery of all documents, and we have assumed the validity and enforceability of all documents against all parties thereto, other than the Company, in accordance with their respective terms. As to matters of fact material to our opinions, we have, to the extent we deemed such reliance appropriate, relied upon certificates of officers of the Company and of public officials with respect to the Company.

Based upon and subject to the foregoing, and having regard for legal considerations that we deem relevant, we are of the opinion that:

(1) assuming the Corporate Proceedings have been completed and that the Series I Notes have been duly authorized and established in accordance with the Senior Indenture and (A) in the case of Notes represented by a master global note duly executed and authenticated in accordance with the Senior Indenture, such Notes have been duly issued in accordance with the Senior Indenture, the Senior Trustee and/or a duly appointed paying agent has made, in accordance with the instructions of the Company, the appropriate entries or notations in its records relating to the master global note that represents such Notes and such Notes have been delivered in accordance with the applicable underwriting or other distribution agreement against payment therefor; and (B) in the case of Notes represented by a global note, such Notes have been duly executed by the Company, authenticated by the Senior Trustee in accordance with the Senior Indenture, and delivered in accordance with the Senior Indenture and the applicable underwriting or other distribution agreement against payment therefor, the Series I Notes will constitute valid and legally binding obligations of the Company entitled to the benefits of the Senior Indenture, except that (a) the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances.


Mayer Brown LLP

January 19, 2024

Page 3

 

(2) assuming the Corporate Proceedings have been completed and that the Series J Notes have been duly authorized and established in accordance with the Subordinated Indenture and (A) in the case of Notes represented by a master global note duly executed and authenticated in accordance with the Subordinated Indenture, such Notes have been duly issued in accordance with the Subordinated Indenture, the Subordinated Trustee and/or a duly appointed paying agent has made, in accordance with the instructions of the Company, the appropriate entries or notations in its records relating to the master global note that represents such Notes and such Notes have been delivered in accordance with the applicable underwriting or other distribution agreement against payment therefor; and (B) in the case of Notes represented by a global note, such Notes have been duly executed by the Company, authenticated by the Subordinated Trustee in accordance with the Subordinated Indenture, and delivered in accordance with the Subordinated Indenture and the applicable underwriting or other distribution agreement against payment therefor, the Series J Notes will constitute valid and legally binding obligations of the Company entitled to the benefits of the Subordinated Indenture, except that (a) the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances.

We note that, as of the date of this opinion, a judgment for money in an action based on the Securities in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars, and the date used to determine the rate of conversion of foreign currencies or currency units into United States dollars would depend upon various factors, including which court renders the judgment.

We are admitted to practice law in the States of New York and North Carolina and our opinions expressed herein are limited solely to the Federal laws of the United States of America, the laws of the State of New York and North Carolina, and we express no opinion herein concerning the laws of any other jurisdiction and we express no opinion herein with respect to state securities laws.

In rendering the foregoing opinions, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement, the Prospectus Supplement or any related pricing supplement, term sheet or other offering material regarding the Company or the Securities or their offering and sale.


Mayer Brown LLP

January 19, 2024

Page 4

 

This opinion speaks as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law that may hereafter occur.

We hereby consent to the filing of this opinion as an exhibit to the Company’s current report on Form 8-K filed with the Commission on the date hereof and its incorporation by reference into the Registration Statement and to the reference to this firm under the captions “Validity of Securities” in the Registration Statement and “Legal Matters” in the Prospectus Supplement. If a pricing supplement relating to the offer and sale of any particular Securities is prepared and filed by the Company with the Commission on a future date and the pricing supplement contains a reference to this firm and our opinion substantially in the form set forth below, this consent shall apply to that opinion and to all references to this firm in such pricing supplement:

“In the opinion of Mayer Brown LLP, as counsel to the Company, when the Notes offered by this pricing supplement have been [issued by the Company pursuant to the indenture, the trustee and/or paying agent has made, in accordance with the instructions from the Company, the appropriate entries or notations in its records relating to the master global note that represents such Notes, and delivered against payment as contemplated herein][executed and issued by the Company and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein], the Notes will constitute valid and legally binding obligations of the Company entitled to the benefits of the indenture, except that (a) the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances.”

This opinion is given as of the date hereof and is limited solely to the Federal laws of the United States of America, the laws of the State of New York and the Business Corporation Act of the State of North Carolina. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the opinion of such counsel dated January 19, 2024, which has been filed as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2024.”


Mayer Brown LLP

January 19, 2024

Page 5

 

In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

Very truly yours,
/s/ MAYER BROWN LLP
MAYER BROWN LLP
v3.23.4
Document and Entity Information
Jan. 19, 2024
Document And Entity Information [Line Items]  
Entity Registrant Name TRUIST FINANCIAL CORP
Amendment Flag false
Entity Central Index Key 0000092230
Document Type 8-K
Document Period End Date Jan. 19, 2024
Entity Incorporation State Country Code NC
Entity File Number 1-10853
Entity Tax Identification Number 56-0939887
Entity Address, Address Line One 214 North Tryon Street
Entity Address, City or Town Charlotte
Entity Address, State or Province NC
Entity Address, Postal Zip Code 28202
City Area Code (336)
Local Phone Number 733-2000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, $5 par value
Trading Symbol TFC
Security Exchange Name NYSE
Series I Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock
Trading Symbol TFC.PI
Security Exchange Name NYSE
Series J Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock
Trading Symbol TFC.PJ
Security Exchange Name NYSE
Series O Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Depositary shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock
Trading Symbol TFC.PO
Security Exchange Name NYSE
Series R Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock
Trading Symbol TFC.PR
Security Exchange Name NYSE

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