Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
23 Juli 2019 - 11:21PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-219092
July 23, 2019
BB&T Corporation
Pricing Term Sheet
July 23, 2019
Medium-Term
Notes, Series G (Senior)
$1,000,000,000
2.500% Senior Notes due August 1, 2024
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Issuer
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BB&T Corporation
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Security
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2.500% Senior Notes due August 1, 2024
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Ratings (Outlook)
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A2/Under Review for Downgrade (Moodys) /
A-/Stable
(S&P) / A+/Stable (Fitch) / AH/Positive (DBRS)
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Currency
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USD
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Size
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$1,000,000,000
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Security Type
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SEC Registered Medium-Term Notes, Series G (Senior)
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Maturity
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August 1, 2024
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Coupon
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2.500%
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Payment Frequency
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Semi-Annually
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Day Count Convention
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30/360
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Redemption Date
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July 1, 2024
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Redemption Terms
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Redeemable in whole or in part on or after the Redemption Date at 100% of the principal amount of the notes (par), plus accrued and unpaid interest thereon to, but excluding, the date of redemption. The issuer shall provide 10 to 60
calendar days notice of redemption to the registered holder of the notes.
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Benchmark Treasury
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1.75% US Treasury due June 30, 2024
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Spread to Benchmark Treasury
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+70 bps
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Benchmark Treasury Spot and Yield
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99-21
3/4; 1.818%
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Price to Public
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99.916% of face amount
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Proceeds (Before Expenses) to Issuer
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$997,860,000 (99.786%)
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Interest Payment Dates
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February 1 and August 1 of each year, commencing February 1, 2020 (long first dividend period)
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Trade Date
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July 23, 2019
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Settlement Date
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July 29, 2019 (T+4)
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Use of Proceeds
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General corporate purposes, which may include the acquisition of other companies, repurchasing outstanding shares of the issuers common stock, repayment of maturing obligations and refinancing of outstanding indebtedness and
extending credit to, or funding investments in, the issuers subsidiaries.
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Denominations
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$2,000 x $1,000
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CUSIP / ISIN
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05531FBH5 / US05531FBH55
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Joint Book-Running Managers
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BB&T Capital Markets, a division of BB&T Securities, LLC
Credit Suisse Securities (USA) LLC
Morgan Stanley & Co.
LLC
SunTrust Robinson Humphrey, Inc.
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Co-Managers
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Academy Securities, Inc.
Cabrera Capital
Markets, LLC
Drexel Hamilton, LLC
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Note: A securities rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any
other rating. The rating may be subject to revision or withdrawal at any time by the assigning rating organization.
The underwriters expect to deliver
the notes to purchasers on or about July 29, 2019, which will be the fourth business day following the date of pricing of the notes (such settlement cycle being herein referred to as T + 4). Under
Rule 15c6-1 of
the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second business day before the delivery of the notes will be required, by virtue of the fact that the notes initially will settle in T + 4, to specify an alternate
settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the delivery of the notes should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BB&T Capital Markets, a division of BB&T Securities,
LLC toll-free at (844)
499-2713,
Credit Suisse Securities (USA) LLC toll-free at (800)
221-1037,
Morgan Stanley & Co. LLC toll-free at (866)
718-1649
and SunTrust Robinson Humphrey, Inc. toll-free at (800)
685-4786.
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