Truist Financial Corp 8-K, filed Mar 2, 2021
Truist Financial Corp (TFC)
About this 8-K
Truist Financial Corp filed this 8-K on March 2, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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| Item 7.01 | Regulation FD Disclosure |
On March 2, 2021, Truist Financial Corporation (the “Company”) issued a press release regarding its inaugural social bond issuance. A copy of the press release relating to the announcement is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01. The press release is furnished as Exhibit 99.1 and consequently, is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. The information provided pursuant to this item may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this item.
| Item 8.01 | Other Events. |
On March 2, 2021, the Company issued and sold $1,250,000,000 aggregate principal amount of its 1.267% Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due March 2, 2027 (the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-233483), as amended, filed by the Company with the Securities and Exchange Commission. In connection with the issuance and sale, the legal opinions of Squire Patton Boggs (US) LLP and Ellen M. Fitzsimmons, Senior Executive Vice President, Chief Legal Officer, Head of Enterprise Diversity, and Corporate Secretary and Keith L. Thornton, Deputy General Counsel — Corporate and Employment of the Company are being filed as Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibit | |
| 5.1 | Opinion of Squire Patton Boggs (US) LLP as to the validity of the Notes | |
| 5.2 | Opinion of Ellen M. Fitzsimmons and Keith L. Thornton as to the validity of the Notes | |
| 23.1 | Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Ellen M. Fitzsimmons and Keith L. Thornton (included in Exhibit 5.2) | |
| 99.1 | Press Release, dated March 2, 2021 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRUIST FINANCIAL CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Cynthia B. Powell | |
| Name: | Cynthia B. Powell | |
| Title: | Executive Vice President and Corporate Controller (Principal Accounting Officer) | |
Date: March 2, 2021
Exhibit 5.1
|
Squire Patton Boggs (US) LLP 201 E. Fourth St., Suite 1900 Cincinnati, Ohio 45202 O +1 513 361 1200 F +1 513 361 1201 squirepattonboggs.com |
March 2, 2021
Truist Financial Corporation
214 N. Tryon Street
Charlotte, North Carolina 28202
| Re: |
$1,250,000,000 1.267% Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due March 2, 2027 (the “Senior Notes”) |
Ladies and Gentlemen:
We have acted as counsel to Truist Financial Corporation, a North Carolina corporation (the “Corporation”), in connection with a Registration Statement on Form S-3 (File No. 333-233483) initially filed on August 27, 2019 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as amended by the Pre-Effective Amendment No. 1 thereto filed with the Commission on September 5, 2019 (as so amended, the “Registration Statement”), and the issuance and sale of the above-referenced Senior Notes pursuant to a Syndicated Underwriting Agreement, dated February 25, 2021 (the “Syndicated Underwriting Agreement”), between the Corporation, on the one hand, and Truist Securities, Inc. (f/k/a SunTrust Robinson Humphrey, Inc.), Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, on the other hand, which Syndicated Underwriting Agreement is delivered pursuant to the Distribution Agreement, dated as of June 30, 2017 (the “Distribution Agreement”), between the Corporation and the agents listed on Schedule A thereto. The Senior Notes are being issued under that certain Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of May 4, 2009 (as so amended, the “Senior Indenture”), between the Corporation and U.S. Bank National Association, a national banking association (as successor to the corporate trust business of State Street Bank and Trust Company), as Trustee, copies of which are incorporated by reference to Exhibit 4.1 of the Corporation’s Quarterly Report on Form 10-Q, filed with the Commission on August 14, 1996, and Exhibit 4.2 of the Corporation’s Current Report on Form 8-K, filed with the Commission on May 4, 2009, respectively.
We have examined the Registration Statement, the Syndicated Underwriting Agreement, the Distribution Agreement, the Senior Indenture and duplicates of the global notes representing the Senior Notes. We are familiar with the corporate proceedings of the Corporation to date with respect to the issuance and sale of the Senior Notes, and we have examined such corporate records of the Corporation and such other documents and certificates as we have deemed necessary as a
Truist Financial Corporation
214 N. Tryon Street
Charlotte, North Carolina 28202
March 2, 2021
Page 2
basis for the opinions hereinafter expressed. In rendering this opinion, we have assumed, without any independent investigation, that (i) all documents that have been submitted to us as originals are authentic, and that all documents that have been submitted to us as copies conform to authentic, original documents; and (ii) all persons executing agreements, instruments or documents examined or relied upon by us had the capacity to sign such agreements, instruments or documents, and all such signatures are genuine.
We have assumed that each of the documents has been duly authorized, executed and delivered by each of the parties thereto other than the Corporation and constitutes valid and legally binding obligations of such parties enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium or other laws relating to or affecting creditors’ rights generally and general principles of equity, constitutional rights and public policy, regardless of whether enforceability is considered in a proceeding at law or in equity. We have also assumed that that (i) the Corporation is validly existing as a corporation in good standing under the laws of the State of North Carolina, (ii) the Corporation has the corporate power and authority to execute, deliver and perform the Senior Notes, and (iii) the Senior Notes have been duly and validly authorized by the Corporation.
Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Senior Notes have been duly and validly authorized by the Corporation and constitute valid and legally binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms.
The opinion set forth above regarding the enforceability of the Senior Notes is subject to (i) bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing.
This opinion is given on the basis of the law and the facts existing as of the date hereof. We assume no obligation to advise you of changes in matters of fact or law which may thereafter occur. Our opinion is based on statutory laws and judicial decisions that are in effect on the date hereof, and we do not opine with respect to any law, regulation, rule or governmental policy which may be enacted or adopted after the date hereof.
We are licensed to practice law in the State of New York and, accordingly, we do not express any opinion concerning any law other than the laws of the State of New York and applicable federal laws of the United States of America. We do not express any opinion on any issue not expressly addressed above.
Truist Financial Corporation
214 N. Tryon Street
Charlotte, North Carolina 28202
March 2, 2021
Page 3
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Corporation filed with the Commission on March 2, 2021 and thereby incorporated by reference into the Registration Statement, and to the reference to our firm contained therein.
| Respectfully submitted, | ||
| /s/ Squire Patton Boggs (US) LLP | ||
Exhibit 5.2
March 2, 2021
Truist Financial Corporation
214 N. Tryon Street
Charlotte, North Carolina 28202
| Re: | Truist Financial Corporation $1,250,000,000 1.267% Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due March 2, 2027 (the “Senior Notes”) |
Ladies and Gentlemen:
We are the Senior Executive Vice President, Chief Legal Officer, Head of Enterprise Diversity, and Corporate Secretary and the Deputy General Counsel — Corporate and Employment, respectively, of Truist Financial Corporation, a North Carolina corporation (the “Company”). Our opinion has been requested in connection with the issuance and sale of the above-referenced Senior Notes pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-233483) initially filed on August 27, 2019 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as amended by the Pre-Effective Amendment No. 1 filed with the Commission on September 5, 2019 (as so amended, the “Registration Statement”), a final prospectus supplement (including base prospectus), dated September 9, 2019, as further supplemented by a final pricing supplement, dated February 25, 2021 (the “Senior Notes Prospectus”), the Syndicated Underwriting Agreement, dated February 25, 2021 (the “Syndicated Underwriting Agreement”), between the Company, on one hand, and Truist Securities, Inc. (f/k/a SunTrust Robinson Humphrey, Inc.), Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters, on the other hand, which Syndicated Underwriting Agreement is delivered pursuant to the Distribution Agreement, dated as of June 30, 2017 (the “Distribution Agreement”), between the Company and the agents listed on Schedule A thereto.
The Senior Notes are being issued under that certain Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of May 4, 2009 (as so amended, the “Senior Indenture”), between the Company and U.S. Bank National Association, a national banking association (as successor to the corporate trust business of State Street Bank and Trust Company), as Trustee, copies of which are incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 14, 1996, and Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the Commission on May 4, 2009, respectively.
Truist Financial Corporation
March 2, 2021
Page 2 of 4
We, or others who report to either of us, have examined (i) the Articles of Incorporation of the Company, as may have been, from time to time, amended and restated, and the Bylaws of the Company, as amended and restated; (ii) the Registration Statement and the Senior Notes Prospectus; (iii) the Syndicated Underwriting Agreement; (iv) the Distribution Agreement; (v) the Senior Indenture; and (vi) duplicates of the global notes representing the Senior Notes.
We are familiar with the corporate proceedings of the Company to date with respect to the issuance and sale of the Senior Notes, and we have examined such corporate records of the Company and such other documents and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, we have assumed, without any independent investigation, that (i) all documents that have been submitted to us as originals are authentic, and that all documents that have been submitted to us as copies conform to authentic, original documents; and (ii) all persons executing agreements, instruments or documents examined or relied upon by us had the capacity to sign such agreements, instruments or documents, and all such signatures are genuine. We have also relied upon certificates of public officials and officers of the Company with respect to the accuracy of the factual matters contained in such certificates.
We have assumed that each of the documents has been duly authorized, executed and delivered by each of the parties thereto other than the Company and that each of the documents constitutes valid and legally binding obligations of such parties enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium or other laws relating to or affecting creditors’ rights generally and general principles of equity, constitutional rights and public policy, regardless of whether enforceability is considered in a proceeding at law or in equity.
Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that (i) the Company is validly existing as a corporation under the laws of the State of North Carolina; (ii) the Company has the corporate power and authority to execute, deliver and perform the Senior Notes; and (iii) the Senior Notes have been duly and validly authorized by the Company.
The Chief Legal Officer of the Company is a member of the Bar of the Commonwealth of Virginia, and the Deputy General Counsel — Corporate and Employment of the Company is a member of the Bar of the State of North Carolina. We express no opinion in this letter other than as to the federal law of the United States of America and the laws of the State of North Carolina, each as in effect on the date hereof. For purposes of the opinions expressed above, all matters of North Carolina law have been passed upon solely by the Deputy General Counsel — Corporate and Employment of the Company, and all matters as to the federal law of the United States of America have been passed upon solely by the Chief Legal Officer of the Company in reliance upon the matters of North Carolina law passed upon by the Deputy General Counsel — Corporate and Employment of the Company. This opinion is limited to the laws of the State of North Carolina, excluding local laws of the State of North Carolina (i.e., the statutes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions of, or authorities or quasi-governmental bodies constituted under the laws of, the State of North Carolina and judicial decisions to the extent they deal with any of the foregoing) and the laws of the United States of America that are, in each of
Truist Financial Corporation
March 2, 2021
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our experience, normally applicable to the transactions of the type provided for in the Registration Statement, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. Notwithstanding the foregoing, we are not rendering any opinion with respect to North Carolina state securities or blue sky laws. To the extent any of the opinions above implicate the laws of the State of New York, we have relied on Squire Patton Boggs (US) LLP, special counsel to the Company, for such opinions concerning matters of New York law.
This opinion is delivered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company filed with the Commission on March 2, 2021, and thereby incorporated by reference into the Registration Statement, and to the use of our names in the Senior Notes Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that either of us is within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.
[Remainder of page intentionally left blank]
| Very truly yours, |
| /s/ Ellen M. Fitzsimmons |
| Ellen M. Fitzsimmons |
| Senior Executive Vice President, Chief Legal Officer, Head of Enterprise Diversity, and Corporate Secretary |
| /s/ Keith L. Thornton |
| Keith L. Thornton |
| Deputy General Counsel — Corporate and Employment |
Exhibit 99.1
|
News Release |
Contacts:
Investors: Ryan Richards
980-465-5000 | investors@truist.com
Aaron Reeves
336-733-2874 | investors@truist.com
Media: Shelley Miller
704-692-1518 | media@truist.com
Truist issues first social bond to advance environmental, social and governance focus
Proceeds to fund investments in affordable housing and greater access to essential services
CHARLOTTE, N.C., (March 2, 2021) – Truist Financial Corporation (NYSE: TFC) demonstrated its commitment to corporate social responsibility by issuing its first social bond of $1.25 billion in aggregate principal amount. As part of the company’s multitiered environmental, social and governance (ESG) strategy, the net proceeds from the issuance will support new and existing eligible social programs, including investments in affordable housing and enhancements to essential nonprofit services for communities in need.
“We were thrilled by investor reception of our first social bond, particularly in the face of significant market volatility,” said Corporate Treasurer Donna Goodrich. “Our heavily oversubscribed issuance demonstrated investor enthusiasm for this asset class and a desire to further the important work of building our communities, while also affirming confidence in Truist’s credit quality.”
Notable terms and aspects of the social bond issuance include:
| • | First social bond issued by a U.S. regional bank |
| • | 1.267% fixed-to-floating rate senior notes due March 2, 2027 (CUSIP: 89788MAD4) |
| • | Redeemable prior to maturity via a call feature included in the 6-year non-call 5 (6NC-5) structure |
| • | Participation from more than 120 investors, including high-quality ESG-dedicated portfolios, with order book oversubscribed by 2.7 times |
| • | Pricing reflected tightest new issue spread for a 6NC-5 note issued by a U.S. bank (50 basis point spread to the benchmark Treasury yield) |
“Investing in our communities is one of the most tangible ways we’re able to fulfill our purpose of inspiring and building better lives and communities,” said Head of Truist Corporate Social Responsibility Tori Kaplan. “This first social bond marks a significant milestone in our overall ESG commitment and our journey to advancing equity in the communities we serve.”
In its first year, Truist strengthened and formalized its ESG program by publishing its Corporate Social Responsibility Report and disclosing key information in accordance with leading ESG frameworks. Additionally, Truist achieved the following ESG milestones in 2020:
Environmental:
| • | Extended $2.4 billion of renewable energy and sustainability financing |
| • | Provided $534.4 million in solar funding, which reached 15,703 households |
| • | Planted 800+ acres of trees in partnership with American Forests |
| • | Disclosed Scope 1 and 2 emissions |
| • | Published the company’s first Environmental Statement in Truist Corporate Social Responsibility report |
Social:
| • | Continued execution on our $60 billion Community Benefits Plan to lend to and invest in low- and moderate-income borrowers and communities from 2020 to 2022 |
| • | Provided $7.4 billion in community development loans, including loans for affordable housing |
| • | Awarded $178.6 million in total giving by Truist including the Truist Charitable Fund, Truist Foundation, Community Reinvestment Act and regional giving |
| • | Contributed $78 million to efforts advancing diversity, equity and inclusion, including awarding social justice grants, supporting historically Black colleges and universities (HBCUs), funding diverse small businesses and empowering the communities Truist serves through diversity initiatives |
| • | Completed more than 1,700 community service projects through the Lighthouse Project |
| • | Signed PwC’s CEO Action for Diversity & Inclusion pledge |
Governance:
| • | Demonstrated diverse representation on the Truist Board of Directors, with 45% of the board being racially, ethnically or gender diverse |
| • | Exceeded year one target to increase spend with diverse suppliers and enhance supplier diversity at Truist |
| • | Created the Truist ESG Council |
| • | Received a 100% score on the Human Rights Campaign’s Corporate Equality Index |
“In addition to advancing our commitment to a stronger ESG program, this bond extends our community development initiatives by creating a new, targeted funding vehicle to drive permanent and measurable social change,” said Truist Director of Investor Relations Ryan Richards. “It’s another way Truist is standing for better to advance diversity, equity and inclusion in our communities.”
Truist issued the social bonds in accordance with the Truist Sustainable Financing Framework, which guides the company’s issuance of green, social and sustainable instruments. The framework addresses the four core components of the International Capital Markets Association (ICMA) Green Bond Principles, Social Bond Principles and Sustainability Bond Guidelines on use of funds; project selection and evaluation processes; management of proceeds; and reporting. Truist has obtained an independent second-party opinion on the framework from Sustainalytics. Learn more about the framework and second-party opinion here.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the social bonds or any other securities, nor shall there be any sale of the social bonds in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Truist
Truist Financial Corporation (NYSE: TFC) is a purpose-driven financial services company committed to inspiring and building better lives and communities. Formed by the historic merger of equals of BB&T and SunTrust, Truist has leading market share in many high-growth markets in the country. The company offers a wide range of services including retail, small business and commercial banking; asset management; capital markets; commercial real estate; corporate and institutional banking; insurance; mortgage; payments; specialized lending; and wealth management. Headquartered in Charlotte, North Carolina, Truist is the sixth-largest commercial bank in the U.S. with total assets of $509 billion as of December 31, 2020. Truist Bank, Member FDIC. Learn more at Truist.com.
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