Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
10 September 2019 - 12:03PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-233483
September 9, 2019
BB&T Corporation
Pricing Term Sheet
September 9, 2019
Medium-Term Notes, Series G (Senior)
$1,100,000,000
2.200% Senior Notes
due March 16, 2023
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Issuer
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BB&T Corporation
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Security
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2.200% Senior Notes due March 16, 2023
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Expected Ratings*
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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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$1,100,000,000
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Security Type
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SEC Registered Medium-Term Notes, Series G (Senior)
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Trade Date
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September 9, 2019
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Settlement Date
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September 16, 2019 (T+5)
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Maturity
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March 16, 2023
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Coupon
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2.200%
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Payment Frequency
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Semi-Annually
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Interest Payment Dates
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March 16 and September 16 of each year, commencing March 16, 2020
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Day Count Convention
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30/360
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Redemption Date
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February 13, 2023 (31 days prior to Maturity)
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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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1.500% US Treasury due August 15, 2022
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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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99-30; 1.522%
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Price to Public
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99.926% of face amount
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Net Proceeds (Before Expenses) to Issuer
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$1,098,306,000 (99.846%)
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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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05531FBJ1 / US05531FBJ12
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Joint Book-Running Managers
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BB&T Capital Markets, a division of BB&T Securities, LLC
BofA Securities, Inc.
RBC Capital Markets, LLC
SunTrust Robinson Humphrey, Inc.
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Co-Managers
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Academy Securities, Inc.
Samuel A.
Ramirez & Company, Inc.
UBS Securities 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.
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The underwriters expect to deliver the notes to purchasers on or about September 16, 2019, which will be the fifth business day following the date of
pricing of the notes (such settlement cycle being herein referred to as T + 5). 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 + 5, 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, BofA Securities, Inc. toll-free at (800)
294-1322, RBC Capital Markets, LLC toll-free at (866) 375-6829 and SunTrust Robinson Humphrey, Inc. toll-free at (800) 685-4786.
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