Filed Pursuant to Rule 433

Registration No. 333-219092

July 23, 2019

 

 

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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

 

Issuer    BB&T Corporation
Security    2.500% Senior Notes due August 1, 2024
Ratings (Outlook)    A2/Under Review for Downgrade (Moody’s) / A-/Stable (S&P) / A+/Stable (Fitch) / AH/Positive (DBRS)
Currency    USD
Size    $1,000,000,000
Security Type    SEC Registered Medium-Term Notes, Series G (Senior)
Maturity    August 1, 2024
Coupon    2.500%
Payment Frequency    Semi-Annually
Day Count Convention    30/360
Redemption Date    July 1, 2024
Redemption Terms    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.
Benchmark Treasury    1.75% US Treasury due June 30, 2024
Spread to Benchmark Treasury    +70 bps
Benchmark Treasury Spot and Yield    99-21 3/4; 1.818%
Price to Public    99.916% of face amount
Proceeds (Before Expenses) to Issuer    $997,860,000 (99.786%)
Interest Payment Dates    February 1 and August 1 of each year, commencing February 1, 2020 (long first dividend period)
Trade Date    July 23, 2019

Settlement Date    July 29, 2019 (T+4)
Use of Proceeds    General corporate purposes, which may include the acquisition of other companies, repurchasing outstanding shares of the issuer’s common stock, repayment of maturing obligations and refinancing of outstanding indebtedness and extending credit to, or funding investments in, the issuer’s subsidiaries.
Denominations    $2,000 x $1,000
CUSIP / ISIN    05531FBH5 / US05531FBH55
Joint Book-Running Managers   

BB&T Capital Markets, a division of BB&T Securities, LLC

Credit Suisse Securities (USA) LLC

Morgan Stanley & Co. LLC

SunTrust Robinson Humphrey, Inc.

Co-Managers   

Academy Securities, Inc.

Cabrera Capital Markets, LLC

Drexel Hamilton, LLC

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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