Filed Pursuant to Rule 424(b)(5)
File No. 333-219092
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 25,
2018)
BB&T CORPORATION
1,700,000 Depositary Shares, Each Representing a 1/25th Interest
in a Share of 4.800% Series N Fixed Rate Reset
Non-Cumulative
Perpetual Preferred Stock
BB&T Corporation is offering 1,700,000 depositary shares, each representing a 1/25th ownership interest in a share of 4.800% Series N Fixed
Rate Reset
Non-Cumulative
Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (equivalent to $1,000 per depositary share) (the Series N Preferred
Stock). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series N Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through
Computershare Trust Company, N.A. and Computershare Inc., jointly as the depositary for the shares of Series N Preferred Stock.
Dividends
on the Series N Preferred Stock, when, as and if declared by our board of directors or a duly authorized committee of the board, will accrue and be payable on the liquidation preference amount, on a
non-cumulative
basis, semi-annually in arrears on the 1st day of March and September of each year, commencing on March 1, 2020. Dividends will accrue (i) from the date of original issue to, but excluding,
September 1, 2024 at a fixed rate per annum of 4.800%, and (ii) from, and including, September 1, 2024, during each reset period, as described herein, at a rate per annum equal to the five-year U.S. treasury rate as of the most recent
reset dividend determination date, as described herein, plus 3.003%. Payment of dividends on the Series N Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement. If our
board of directors or a duly authorized committee of the board has not declared a dividend on the Series N Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be cumulative and shall not accrue or be
payable for such dividend period, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Series N Preferred Stock, parity stock, junior stock or other preferred stock are declared for any future
dividend period.
The shares of the Series N Preferred Stock may be redeemed at our option in whole, or in part, on September 1, 2024
or any dividend payment date thereafter, at a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends to, but excluding the date of redemption, without accumulation of any
undeclared dividends. The shares of the Series N Preferred Stock also may be redeemed at our option in whole, but not in part, prior to September 1, 2024 upon the occurrence of a regulatory capital treatment event, as described
herein, at a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends to, but excluding the date of redemption, without accumulation of any undeclared dividends. If we redeem the
shares of the Series N Preferred Stock, the depositary will redeem a proportionate number of depositary shares. The Series N Preferred Stock will not have any voting rights, except as set forth under Description of Series N Preferred
StockVoting Rights on page
S-26.
Neither the Series N Preferred Stock nor the
depositary shares will be listed or displayed on any securities exchange or interdealer quotation system.
The depositary shares are equity
securities and will not be savings accounts, deposits or other obligations of any bank or
non-bank
subsidiary of ours and are not insured by the Federal Deposit Insurance Corporation, or FDIC, or any other
government agency.
Investing in the depositary shares involves risks. Potential purchasers of the depositary shares should consider the information set forth
in the
Risk Factors
section beginning on page
S-12
of this prospectus supplement.
None of the Securities and Exchange Commission, any state securities commission, FDIC, or any other regulatory body has approved or
disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Price to Public
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Underwriting
Discount
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Proceeds to Us
(Before Expenses)
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Per depositary share
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$
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1,000.00
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$
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8.28
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$
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991.72
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Total
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$
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1,700,000,000.00
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$
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14,076,000.00
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$
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1,685,924,000.00
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The underwriters are offering the depositary shares as set forth under Underwriting. Delivery of the
depositary shares in book-entry form through The Depository Trust Company (DTC) for the accounts of its participants, including Euroclear Bank SA/NV, as operator of the Euroclear System (Euroclear), and Clearstream Banking,
S.A. (Clearstream), is expected to be made on or about July 29, 2019.
Joint
Book-Running Managers
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Credit Suisse
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Morgan Stanley
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Prospectus Supplement dated July 22, 2019