SunTrust and BB&T Banks to Merge

February 7, 2019

SunTrust Banks and BB&T Corp. announced that both companies’ boards of directors have unanimously agreed to merge the two financial services firms in an all-stock merger of equals valued at approximately $66 billion.

The combined company will be the sixth-largest U.S. bank based on assets and deposits.

The pro forma company will have approximately $442 billion in assets, $301 billion in loans, and $324 billion in deposits serving more than 10 million households in the United States.

The combined company will operate under a new name and brand, which will be determined prior to closing.

A new corporate headquarters will be established in Charlotte, N.C., including an Innovation and Technology Center to drive digital transformation.

Under the agreement, BB&T shareholders will own approximately 57 percent and SunTrust shareholders will own approximately 43 percent of the combined company.

Charlotte-based BB&T operates more than 1,800 financial centers in 15 states and Washington, D.C.

Headquartered in Atlanta, SunTrust has two business segments: consumer and wholesale. Its flagship subsidiary, SunTrust Bank, operates a branch and ATM network throughout the Southeast and Mid-Atlantic states, along with 24-hour digital access. Certain business lines serve consumer, commercial, corporate and institutional clients nationally.

The firms said the combined company will leverage its complementary businesses to generate additional revenue opportunities through BB&T’s community banking and insurance operation and SunTrust’s middle market corporate and investment banking business and digital consumer lending platform.

The marriage is expected to deliver approximately $1.6 billion in annual net cost synergies by 2022. The primary sources of cost savings are expected to be in facilities, information technology/systems, shared services, retail banking and third-party vendors.

The combined company’s board of directors and executive management team will be evenly split between the two institutions.

Kelly S. King, chairman and CEO of BB&T and its bank subsidiary, will serve as chairman and CEO of the combined company and its bank subsidiary until Sept. 12, 2021, after which time he will serve as executive chairman of both entities until March 12, 2022. King will continue to serve on the board of directors of the combined company until the end of 2023.

William H. Rogers, Jr., chairman and CEO of SunTrust will serve as president and chief operating officer of the combined company and its bank subsidiary until Sept. 12, 2021, at which time he will become CEO of the combined company and its bank subsidiary. On March 12, 2022, Rogers will also become chairman and CEO of the combined company and its bank subsidiary.

The board of directors of the combined company will consist of members equally split between BB&T and SunTrust’s current directors.

The merger is expected to close in the fourth quarter of 2019, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company.

BB&T Insurance Holdings, a wholly owned subsidiary of BB&T Corp., is the fifth largest insurance broker. BB&T Insurance Holdings operates 200 offices through subsidiaries BB&T Insurance Services, BB&T Insurance Services of California, McGriff, Seibels & Williams, CRC Insurance Services, Crump Life Insurance Services and AmRisc. Last year B&T Insurance Holdings agreed to acquire Regions Insurance Group, another bank-owned insurance broker, from Regions Financial Corp. Regions Insurance also has a wholesale insurance division, Insurisk, based in Little Rock, Arkansas, which accounts for about eight percent of its business. Insurisk is also included in the sale.

RBC Capital Markets served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to BB&T in this transaction. Goldman Sachs and SunTrust Robinson Humphrey served as financial advisors and Sullivan & Cromwell served as legal counsel to SunTrust in this transaction.

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