CHARLOTTE, N.C., May 26, 2023
/PRNewswire/ -- Truist Financial Corporation (NYSE: TFC) announced
today that, after June 30, 2023, CME
Term SOFR will be the replacement reference rate for certain
outstanding floating rate and fixed-to-floating rate debt
securities and preferred stock issued by Truist Financial
Corporation and certain of its subsidiaries that use three-month
U.S. dollar LIBOR as the reference rate and that are governed by
U.S. law or the law of a U.S. state.
In accordance with the Adjustable Interest Rate (LIBOR) Act (the
"LIBOR Act") and the regulation issued by the Board of Governors of
the Federal Reserve System (the "Board") on December 16, 2022 implementing the LIBOR Act (the
"LIBOR Rule"), three-month CME Term SOFR (the "Board-selected
benchmark replacement") will be the reference rate for calculations
of the amount of interest or dividends payable with respect to
interest or dividend periods with reference rate determination
dates occurring after June 30, 2023
on the securities listed in Annex I hereto ("Legacy LIBOR
Securities").
The replacement rate, and therefore calculation of the amount of
interest or dividends payable on the Legacy LIBOR Securities for
interest or dividend periods with reference rate determination
dates that occur after June 30, 2023,
will also include a three-month tenor spread adjustment of 0.26161%
per annum as specified in the LIBOR Act.
The LIBOR Rule also provides for certain conforming changes
described in further detail in Annex II hereto.
About Truist
Truist Financial Corporation is a purpose-driven financial
services company committed to inspiring and building better lives
and communities. Truist has leading market share in many
high-growth markets in the country and offers a wide range of
products and services through our retail and small business
banking, commercial banking, corporate and investment banking,
insurance, wealth management, and specialized lending businesses.
Headquartered in Charlotte, North
Carolina, Truist is a top 10 U.S. commercial bank with total
assets of $574 billion as of
March 31, 2023. Truist Bank, Member
FDIC. Learn more at Truist.com.
Cautionary Note Regarding Forward-Looking Statements
This release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995
regarding the financial condition, results of operations, business
plans and future performance of Truist. Words such as
"anticipates," "believes," "estimates," "expects," "forecasts,"
"intends," "plans," "projects," "may," "will," "should," "would,"
"could" and other similar expressions are intended to identify
these forward-looking statements. Forward-looking statements are
not based on historical facts but instead represent management's
expectations and assumptions regarding the company's business, the
economy and other future conditions. Therefore, such statements
involve inherent uncertainties, risks and changes in circumstances
that are difficult to predict. As a result, actual results may
differ materially from those contemplated by forward-looking
statements. While there can be no assurance that any list of risks
and uncertainties is complete, important factors that could cause
actual results to differ materially from those contemplated by
forward-looking statements include the risks and uncertainties more
fully discussed under Item 1A-Risk Factors in Truist's most
recently filed Annual Report on Form 10-K and in Truist's
subsequent filings with the Securities and Exchange Commission.
Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date they
are made. Except to the extent required by applicable law or
regulation, Truist undertakes no obligation to revise or update any
forward-looking statements.
ANNEX I
CUSIP
|
Type
|
Maturity
Date
|
635454AC5
|
Trust
Preferred
|
Due 2027
|
86787XAA3
|
Trust
Preferred
|
Due 2027
|
86788LAA8
|
Trust
Preferred
|
Due 2028
|
89832Q810
|
Preferred Series
I
|
Perpetual
|
86800XAA6
|
Preferred Series
J
|
Perpetual
|
89832QAB5
|
Preferred Series
L
|
Perpetual
|
89832QAC3
|
Preferred Series
M
|
Perpetual
|
ANNEX II
Conforming Changes
Under the LIBOR Act, if the Board-selected benchmark replacement
becomes the benchmark replacement for an instrument such as the
LIBOR securities referenced in the announcement to which this annex
forms a part, all benchmark replacement conforming changes will
become an integral part of the instrument. Benchmark replacement
conforming changes are technical, administrative or operational
changes, alterations or modifications that:
i.
the Board determines, in its discretion, would address one or more
issues affecting the implementation, administration and calculation
of the Board-selected benchmark replacement in LIBOR contracts;
or
ii.
in the reasonable judgment of a person responsible for calculating
or determining any valuation, payment or other measurement based on
a benchmark (a "calculating person"), are otherwise necessary or
appropriate to permit the implementation, administration and
calculation of the Board-selected benchmark replacement under or
with respect to a LIBOR contract after giving due consideration to
any benchmark replacement conforming changes implemented by the
Board.
The LIBOR Rule provides that the following benchmark replacement
conforming changes will become an integral part of instruments such
as the LIBOR securities referenced in the announcement to which
this annex forms a part:
(1) Any reference to a specified source for USD LIBOR (such as a
particular newspaper, website, or screen) shall be replaced with
the publication of the applicable Board-selected benchmark
replacement (inclusive of the relevant tenor spread adjustment) by
either the relevant benchmark administrator for the applicable
Board-selected benchmark replacement or any third party authorized
by the relevant benchmark administrator to publish the applicable
Board-selected benchmark replacement.
(2) Any reference to a particular time of day for determining
USD LIBOR (such as 11:00 a.m.
London time) shall be replaced
with the standard publication time for the applicable
Board-selected benchmark replacement (inclusive of the relevant
tenor spread adjustment), as established by the relevant benchmark
administrator.
(3) Any provision of a LIBOR contract requiring use of a
combination (such as an average) of LIBOR values over a period of
time that spans the LIBOR replacement date shall be modified to
provide that the combination shall be calculated consistent with
that contractual provision using (i) the applicable LIBOR for any
date prior to the LIBOR replacement date and (ii) the applicable
Board-selected benchmark replacement rate for any date on or
following the LIBOR replacement date, respectively.
(4) To the extent a Board-selected benchmark replacement is not
available or published on a particular day indicated in the LIBOR
contract as the determination date, the most recently available
publication of the Board-selected benchmark replacement will
apply.
A calculating person has the authority under the LIBOR Act and
LIBOR Rule to make additional benchmark replacement conforming
changes (in addition to those adopted by the Board) under
instruments such as the LIBOR securities referenced in the
announcement to which this annex forms a part without any
requirement to obtain consent from any other person. Any such
additional changes will be the subject of a separate
announcement.
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SOURCE Truist Financial Corporation