12th February 2019

SunTrust Banks, Inc and BB&T Corporation to combine in a 'merger of equals'

SunTrust Banks, Inc. and BB&T Corporation are to combine in an all-stock merger of equals valued at approximately $66bn. The combined company will be the sixth-largest US bank based on assets and deposits.

The pro forma company will have approximately $442bn in assets, $301bn in loans, and $324bn in deposits serving more than 10 million households in the US, with leading market share in many of the most attractive, high-growth markets in the country. The incremental scale positions the new company to achieve industry-leading financial and operating metrics with the strongest return profile among its peers.

In a reflection of the equal contribution both banks bring to the new institution, the combined company will operate under a new name and brand, which will be determined prior to closing. The combined company's board of directors and executive management team will be evenly split between the two institutions. A new corporate headquarters will be established in Charlotte, NC. In the current home markets for both companies, the combined company will maintain the Community Banking Centre in Winston-Salem, NC and the Wholesale Banking Centre in Atlanta, GA.

GAAP and Cash EPS accretion per BB&T share in 2021 is expected to be approximately 13 per cent and 17 per cent, respectively (based on Street estimates). GAAP and Cash EPS accretion per SunTrust share in 2021 is expected to be approximately 9 per cent and 16 per cent, respectively (based on Street estimates).

SunTrust shareholders will receive a 5 per cent increase in their dividend upon consummation of the transaction based upon each Company's current dividend per share. Under the terms of the merger agreement, SunTrust shareholders will receive 1.295 shares of BB&T for each SunTrust share they own. BB&T shareholders will own approximately 57 per cent and SunTrust shareholders will own approximately 43 per cent of the combined company.

"This is a true merger of equals, combining the best of both companies to create the premier financial institution of the future," said BB&T Chairman and Chief Executive Officer Kelly S. King. "It's an extraordinarily attractive financial proposition that provides the scale needed to compete and win in the rapidly evolving world of financial services."

William H. Rogers, Jr., Chairman and Chief Executive Officer of SunTrust, said: "By bringing together these two mission- and purpose-driven institutions, we will accelerate our capacity to invest in transformational technologies for our clients. Our shared culture embraces the disruption of technology and we will take this innovative mind set to expand our leadership in the next chapter of these historic brands."