1,000,000 Depositary Shares Truist Financial Corporation Each Representing 1/25th Interest in a Share of 5.100% Series Q Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • June 19th, 2020 • Truist Financial Corp • National commercial banks • New York
Contract Type FiledJune 19th, 2020 Company Industry JurisdictionTruist Financial Corporation (f/k/a BB&T Corporation), a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 1,000,000 Depositary Shares (the “Shares”), each representing 1/25th ownership interest in a share of the Company’s 5.100% Series Q Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”). RBC Capital Markets, LLC, Goldman Sachs & Co. LLC and SunTrust Robinson Humphrey, Inc. are collectively referred to herein as the “Representatives.” The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Shares that are to be issued by Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Depositary”) under a
1,000,000 Depositary Shares Truist Financial Corporation Each Representing 1/25th Interest in a Share of 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • June 1st, 2020 • Truist Financial Corp • National commercial banks • New York
Contract Type FiledJune 1st, 2020 Company Industry JurisdictionTruist Financial Corporation (f/k/a BB&T Corporation), a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 1,000,000 Depositary Shares (the “Shares”), each representing 1/25th ownership interest in a share of the Company’s 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”). Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc. are collectively referred to herein as the “Representatives.” The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Shares that are to be issued by Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Depositary”) under a
1,700,000 Depositary Shares BB&T Corporation Each Representing 1/25th Interest in a Share of 4.800% Series N Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • July 29th, 2019 • Bb&t Corp • National commercial banks • New York
Contract Type FiledJuly 29th, 2019 Company Industry JurisdictionBB&T Corporation, a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 1,700,000 Depositary Shares (the “Shares”), each representing 1/25th ownership interest in a share of the Company’s 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 (the “Preferred Stock”). Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are collectively referred to herein as the “Representatives.” The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Shares that are to be issued by Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Depositary”) under a deposit agreement, to be dated as of July 29, 2019 (the “Dep
525,000 Depositary Shares KeyCorp Each Representing 1/25th Ownership Interest in a Share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series D Underwriting AgreementUnderwriting Agreement • September 9th, 2016 • Keycorp /New/ • National commercial banks • New York
Contract Type FiledSeptember 9th, 2016 Company Industry JurisdictionKeyCorp, an Ohio corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 525,000 Depositary Shares (the “Shares”), each representing 1/25th ownership interest in a share of the Company’s Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series D, $1.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”). The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Shares that are to be issued by Computershare Trust Company, N.A. and Computershare Inc. jointly, (the “Depositary”) under a deposit agreement, to be dated as of September 9, 2016 (the “Deposit Agreement”), by and between the Company and the Depositary. For purposes of this Underwriting Agreement (the “Agreement”), “Depositary Sh
17,000,000 Depositary Shares BB&T Corporation Each Representing 1/1,000th Interest in a Share of Series H Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • March 9th, 2016 • Bb&t Corp • National commercial banks • New York
Contract Type FiledMarch 9th, 2016 Company Industry JurisdictionBB&T Corporation, a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 17,000,000 Depositary Shares (the “Firm Shares”), each representing 1/1,000th ownership interest in a share of the Company’s Series H Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”), and, at the election of Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets, a division of BB&T Securities, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC (together, the “Representatives”), up to 2,550,000 additional Depositary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares may be collectively referred to herein as the “Shares
in a Share of Series G Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • May 1st, 2013 • Bb&t Corp • National commercial banks • New York
Contract Type FiledMay 1st, 2013 Company Industry JurisdictionBB&T Corporation, a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 18,000,000 Depositary Shares (the “Firm Shares”), each representing 1/1000th ownership interest in a share of the Company’s Series G Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”), and, at the election of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, Deutsche Bank Securities Inc., and UBS Securities LLC, (together, the “Representatives”), up to 2,000,000 additional Depositary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares may be collectively referred to herein as the “Shares.” The Preferred Stock, when i
18,000,000 Depositary Shares BB&T Corporation Each Representing 1/1000th Interest in a Share of Series F Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • October 31st, 2012 • Bb&t Corp • National commercial banks • New York
Contract Type FiledOctober 31st, 2012 Company Industry JurisdictionBB&T Corporation, a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 18,000,000 Depositary Shares (the “Firm Shares”), each representing 1/1000th ownership interest in a share of the Company’s Series F Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”), and, at the election of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and UBS Securities LLC, (together, the “Representatives”), up to 2,000,000 additional Depositary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares may be collectively referred to herein as the “Shares.” T
in a Share of Series E Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • July 31st, 2012 • Bb&t Corp • National commercial banks • New York
Contract Type FiledJuly 31st, 2012 Company Industry JurisdictionBB&T Corporation, a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 40,000,000 Depositary Shares (the “Firm Shares”), each representing 1/1000th ownership interest in a share of the Company’s Series E Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”), and, at the election of Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, and Wells Fargo Securities, LLC, (together, the “Representatives”), up to 6,000,000 additional Depositary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares may be collectively referred to herein as the “Shares.” The Preferred Stock, w
in a Share of Series D Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • May 1st, 2012 • Bb&t Corp • National commercial banks • New York
Contract Type FiledMay 1st, 2012 Company Industry JurisdictionBB&T Corporation, a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 20,000,000 Depositary Shares (the “Firm Shares”), each representing 1/1000th ownership interest in a share of the Company’s Series D Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”), and, at the election of Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC (together, the “Representatives”), up to 3,000,000 additional Depositary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares may be collectively referred to herein as the “Shares.” The Preferred Stock, when issued, will be deposited against delivery