Truist Financial Corp 8-K, filed May 10, 2024
Truist Financial Corp (TFC)
About this 8-K
Truist Financial Corp filed this 8-K on May 10, 2024, reporting on events of May 6, 2024.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 5.02: Director or officer change, or executive pay
- 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
May 10, 2024 (
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission file number:
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| Item 2.01 | Completion of Acquisition or Disposition of Assets |
As previously disclosed in the Current Report on Form 8-K filed by Truist Financial Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on February 20, 2024 (the “Initial Form 8-K”), on February 20, 2024, Truist Bank, a North Carolina-chartered state nonmember bank (“Truist”) and wholly owned subsidiary of the Company, entered into an Equity Interest Purchase Agreement (as amended, the “Purchase Agreement”) with Trident Butterfly Investor, Inc., a Delaware corporation (“Buyer Entity 1”), Panther Blocker I, Inc., a Delaware corporation (“Buyer Entity 2”), Panther Blocker II, Inc., a Delaware corporation (together with Buyer Entity 1 and Buyer Entity 2, the “Buyer Entities”), Truist TIH Holdings, Inc., a Delaware corporation (“Truist Holdings”), Truist TIH Partners, Inc., a Delaware corporation (“Truist Partners”), TIH Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”), TIH Management Holdings II, LLC, a Delaware limited liability company (together with Truist, Truist Holdings, Truist Partners and Management Holdings, the “Truist Parties”), and Truist Insurance Holdings, LLC, a Delaware limited liability company (“Truist Insurance”), pursuant to which, and subject to the terms and conditions set forth in the Purchase Agreement, Truist will (i) transfer its remaining equity interests in Truist Insurance to an investor group led by Stone Point Capital LLC, Clayton, Dubilier & Rice, LLC and Mubadala Investment Company for a purchase price that implies an enterprise value for Truist Insurance of $15.5 billion and (ii) receive after-tax cash proceeds of approximately $10.1 billion, reflecting certain adjustments (the “Transaction”).
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 2.1 to the Initial Form 8-K, which agreement is incorporated herein by reference in its entirety.
On May 6, 2024, Truist, Truist Holdings, Truist Partners, Truist Insurance, Buyer Entity 1 and Buyer Entity 2 entered into the second amended and restated limited liability company agreement of Truist Insurance, pursuant to which, and subject to the terms and conditions set forth therein, among other things, the parties made modifications to reflect a recapitalization of the interests of Truist Insurance based on business line (the “Recapitalization”). Also on May 6, 2024, the Truist Parties, the Buyer Entities and Truist Insurance entered into an amendment to the Purchase Agreement (the “Amendment”), pursuant to which, and subject to the terms and conditions set forth therein, among other things, the parties made modifications to the Purchase Agreement to reflect the Recapitalization.
The foregoing description of the Amendment does not purport to be complete, and the foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
On May 6, 2024, the parties consummated the Transaction.
The Purchase Agreement and the Amendment have been incorporated by reference to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about the Company, the Truist Parties, Truist Insurance or the Buyer Entities. In particular, the assertions embodied in the representations and warranties in the Purchase Agreement were made as of a specified date, are modified or qualified by information in a confidential disclosure letter prepared in connection with the execution and delivery of the Purchase Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Purchase Agreement are not necessarily characterizations of the actual state of facts about the Company, the Truist Parties, Truist Insurance or the Buyer Entities at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the SEC.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the completion of the Transaction, effective May 6, 2024, Mr. John M. Howard departed from the Company to continue serving as Chief Executive Officer of Truist Insurance.
| Item 9.01 | Financial Statements and Exhibits |
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated statement of income for the year ended December 31, 2023, and the unaudited pro forma consolidated balance sheet as of March 31, 2024 and related notes thereto, are attached as Exhibit 99.1 and incorporated by reference into this Item 9.01.
(d) Exhibits.
| Exhibit No. |
Description of Exhibits | |
| 2.1 | Amendment No. 1 to Equity Interest Purchase Agreement, dated as of May 6, 2024, by and among Trident Butterfly Investor, Inc., Panther Blocker I, Inc., Panther Blocker II, Inc., Truist Bank, Truist TIH Holdings, Inc., Truist TIH Partners, Inc., TIH Management Holdings, LLC, TIH Management Holdings II, LLC and Truist Insurance Holdings, LLC* | |
| 99.1 | Unaudited Pro Forma Consolidated Financial Statements | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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 | ||
Date: May 10, 2024
Exhibit 2.1
AMENDMENT NO. 1 TO
EQUITY INTEREST PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO EQUITY INTEREST PURCHASE AGREEMENT, dated as of May 6, 2024 (this “Amendment No. 1”), is by and among Trident Butterfly Investor, Inc., a Delaware corporation (“Buyer Entity 1”), Panther Blocker I, Inc., a Delaware corporation (“Buyer Entity 2”), Panther Blocker II, Inc., a Delaware corporation (“Buyer Entity 3” and, together with Buyer Entity 1 and Buyer Entity 2, the “Buyer Entities”), Truist Bank, a North Carolina-chartered state nonmember bank (“Truist”), Truist TIH Holdings, Inc., a Delaware corporation (“Truist Holdings”), Truist TIH Partners, Inc., a Delaware corporation (“Truist Partners”), TIH Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”), TIH Management Holdings II, LLC, a Delaware limited liability company (“Management Holdings II” and, together with Truist, Truist Holdings, Truist Partners and Management Holdings, each a “Truist Party” and, collectively, the “Truist Parties”), and Truist Insurance Holdings, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Purchase Agreement (as defined below).
WHEREAS, the Buyer Entities, the Truist Parties and the Company are parties to that certain Equity Interest Purchase Agreement, dated as of February 20, 2024 (the “Purchase Agreement”), pursuant to which, among other things, the Truist Sellers will sell all of the Purchased Interests to the Buyer Entities, and the Buyer Entities will purchase all of the Purchased Interests from the Truist Sellers, in each case, subject to the terms and conditions set forth therein; and
WHEREAS, the Buyer Entities, the Truist Parties and the Company now desire to amend certain provisions of the Purchase Agreement to facilitate a pre-Closing recapitalization of the Company.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Amendment No. 1, and intending to be legally bound hereby, the parties hereby agree as follows:
Section 1.1. Amendments.
(a) The exhibit attached as Exhibit A hereto shall be attached to the Purchase Agreement as Exhibit H.
(b) The exhibit attached as Exhibit B hereto shall be attached to the Purchase Agreement as Exhibit I.
(c) The definition of “Overpaid Pre-Closing Tax Distributions” in Section 1.01(a) of the Purchase Agreement shall be amended to replace “Section 4.01(c)” with “Section 4.01(e)”.
(d) The definition of “Unpaid Pre-Closing Tax Distributions” in Section 1.01(a) of the Purchase Agreement shall be amended to replace “Section 4.01(c)” with “Section 4.01(e)”.
(e) Section 1.01(a) of the Purchase Agreement shall be amended to include the following definitions:
“Closing and Reorganization Transactions” means the transactions set forth in the steps plan attached hereto as Exhibit H.
“Company Tax Advisor” means with respect to any period after the Closing, an accounting or tax advisor of national reputation with expertise in the applicable subject matters as the Company may retain.
(f) The final paragraph of Section 5.01 of the Purchase Agreement shall be amended to replace all instances of “Section 4.01(c)” with “Section 4.01(e)”.
(g) Section 5.37 of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
“Section 5.37. [Intentionally Omitted].”
(h) Section 6.01 of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
“Section 6.01 Transfer Taxes.
Except as otherwise provided herein, all excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes (excluding, for the avoidance of doubt, any Taxes incurred in respect of capital gains) (“Transfer Taxes”) imposed on or in respect of the direct or indirect purchase and sale of the Company Entities pursuant to this Agreement shall be borne by the Buyer Entities (in an amount equal to 50% of such Taxes) and Truist (in an amount equal to 50% of such Taxes). Any such Taxes imposed on or in respect of the transfers of real property to the Company Entities pursuant to Section 5.36 shall be borne by Truist and its Affiliates. The Buyer Entities and Truist shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. Transfer Taxes imposed on or in respect of Steps 6, 7 or any transaction or event occurring subsequent to Step 11 of the Closing and Reorganization Transactions as identified in Exhibit H (including any transaction or event occurring after the Closing Date), shall be borne by the Buyer Entities in an amount equal to 100% of such Taxes.”
(i) Section 6.02 of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
“Section 6.02 Tax Returns.
(a) The Company Entities shall, at the Company Entities’ cost and expense, prepare and timely file, or cause to be prepared and timely filed, all Tax Returns in respect of Pass-Through Income Tax Matters for the Company Entities that are required to be filed after the Closing Date in respect of any taxable periods ending on or prior to the Closing Date. The Buyer Entities shall cooperate with the Company Entities in the preparation and filing of such Tax Returns. Each such Tax Return shall be prepared in a manner consistent with past practice except as otherwise required by Applicable Law. The Company Entities shall provide Truist with drafts of such Tax Returns at least thirty (30) days in advance of filing for Truist’s review, comment and approval, and no such Tax Return shall be filed without the consent of Truist (which consent shall not be unreasonably withheld, conditioned or delayed). The Buyer Entities (or, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) shall cause the Company Entities, at the Company Entities’ cost and expense, to prepare and timely file all Tax Returns in respect of Pass-Through Income Tax Matters for the Company Entities in respect of any Straddle Period (“Straddle Returns”). Each such Tax Return shall be prepared in a manner consistent with past practice except as otherwise required by Applicable Law. The relevant Buyer Entities shall provide Truist with drafts of such Straddle Returns at least thirty (30) days in advance of filing for Truist’s review, comment and approval, and no such Tax Return shall be filed without the consent of Truist (which consent shall not be unreasonably withheld, conditioned or delayed). If, with respect to any Tax Return described in the foregoing of this Section 6.02(a), Truist and the relevant Buyer Entities (or the relevant Company Entities, as applicable) are unable to resolve a dispute within fifteen (15) days after the relevant Buyer Entities (or the relevant Company Entities), as applicable, provides such Tax Return to the other party, the dispute shall be resolved by the Independent Accounting Firm (as defined below) in the same manner as disputes are intended to be resolved in accordance with Section 2.04(d), provided that the Independent Accounting Firm shall not resolve any dispute in favor of a party unless such party’s position is supported by the “more likely than not” standard under the Code or other applicable Tax Law. The Buyer Entities shall cause the Company Entities, at the Company Entities’ cost and expense, to prepare and timely file all other Tax Returns in respect of such Company Entities that are required to be filed after the Closing Date.
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(b) Notwithstanding anything in Section 6.02(a) to the contrary, the Buyer Entities (or, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) shall cause the Company Entities, at the Company Entities’ cost and expense, to prepare and timely file all Tax Returns that relate to, or reflect the steps forth in, the Closing and Reorganization Transactions for the Company Entities that are required to be filed after the Closing Date. Truist and the Buyer Entities shall cooperate with the Company Entities in the preparation and filing of such Tax Returns. Each such Tax Return shall be prepared in a manner consistent with the tax treatment set forth in the steps plan set forth on Exhibit H (the “Agreed Tax Treatment”); provided that, for each step set forth on Exhibit I hereto (the “Specified Steps”), Company Tax Advisor is at a “more likely than not” or higher level of comfort with respect to such Specified Steps. To the extent requested by Truist in writing, Company Tax Advisor’s level of comfort shall be provided to Truist in any reasonable manner as determined by Company Tax Advisor in its reasonable discretion. The Company Entities shall provide Truist with drafts of such Tax Returns at least thirty (30) days in advance of filing for Truist’s review, comment and approval, and no such Tax Return shall be filed without the consent of Truist (which consent shall not be unreasonably withheld, conditioned or delayed); provided that (i) Truist’s comments will not be inconsistent with the Agreed Tax Treatment and (ii) no position set forth in the Agreed Tax Treatment shall form the basis for Truist to withhold, condition or delay its approval of, or consent in respect of the filing of, any Tax Return.”
(j) Section 6.04 of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
“Section 6.04 Tax Disputes. From and after the Closing, the Buyer Entities (or, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) shall reasonably promptly notify Truist in writing of receipt by the Buyer Entities or any of their Affiliates (including, after the Closing Date, the Company Entities) of written notice of any pending or threatened Tax Proceeding with respect to (i) a Pass-Through Income Tax Matter in respect of a Tax period that ends on or before the Closing Date (but not, for the avoidance of doubt, any Straddle Period) or (ii) Indemnified Taxes (a “Covered Tax Proceeding”). Subject to Section 6.07(b), Truist shall have the right to elect in writing, within fifteen (15) Business Days of receiving notice hereunder, to control, at Truist’s sole cost and expense, any such Covered Tax Proceeding; provided, (1) the relevant Buyer Entities shall have the right to participate at their own expense in any such Covered Tax Proceeding, (2) Truist shall (A) keep the relevant Buyer Entities reasonably informed of the status of such proceeding, (B) provide the Buyer Entities with a reasonably detailed summary of material issues and developments of such proceeding and (C) at the request of the Buyer Entities, provide the Buyer Entities with copies of any submissions or other written correspondence to or from the relevant Taxing Authority and (3) Truist shall not, without the relevant Buyer Entities’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), agree to any settlement, conclusion or resolution with respect to any such Covered Tax Proceeding (clauses (1) through (3) collectively, and each as subject to Section 6.07(b), the “Non-Controlling Rights”). In the event that Truist does not elect to control a Covered Tax Proceeding, or in the case of either (x) a pending or threatened Tax Proceeding with respect to a Straddle Period or (y) a pending or threatened Tax Proceeding with respect to the Closing and Reorganization Transactions (any proceeding described in (y), a “Closing and Reorganization Tax Proceeding”), the relevant Buyer Entities shall control any such proceeding in its sole operation and discretion but Truist shall have Non-Controlling Rights in respect of such proceeding, applied mutatis mutandis. Notwithstanding the foregoing, (I) in the event that a Buyer Push-Out Election is made at the Buyer Entities’ election pursuant to Section 6.07 with respect to any Tax Proceeding in respect of a Straddle Period (other than a Closing and Reorganization Tax Proceeding), Truist Sellers shall have the right to control such Tax Proceeding and the relevant Buyer Entities shall have Non-Controlling Rights in respect of such Tax Proceeding (provided that Truist shall have the ability to waive such right to control in its sole discretion in which case the relevant Buyer Entities shall control such Tax Proceeding and Truist shall have the Non-Controlling Rights), and (II) in the event that either a Truist Push-Out Election is made at Truist’s election pursuant to Section 6.07, or a Buyer Push-Out Election is made pursuant to
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Section 6.07, in either case with respect to any Closing and Reorganization Tax Proceeding, the relevant Buyer Entities shall control such Tax Proceeding (or the applicable elements thereof) and Truist shall have Non-Controlling Rights in respect of such Tax Proceeding (or the applicable elements thereof). In the case of any Tax Proceeding, the party controlling such Tax Proceeding shall (i) for the avoidance of doubt, bear its own costs and expenses associated with controlling such Tax Proceeding, and (ii) in the case of any Truist Push-Out Election or Buyer-Push Out Election, as applicable, bear the costs and expenses of Truist and the relevant Buyer Entities in respect of calculating and administering the associated tax consequences of such “push out” election.”
(k) Section 6.06 of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
“Section 6.06 Computation of Tax Liability. The parties agree that for all Tax purposes, (a) all items of income, gain, loss, deduction and credit of the Company Entities for the taxable year that includes the Closing Date shall be allocated pursuant to Section 706 of the Code based on a closing of the books on the Closing Date and (b) any Transaction Tax Deduction shall be allocated to the Pre-Closing Tax Period for U.S. federal, state and other applicable income Tax purposes, in each case to the extent permitted by Applicable Law (determined at a “more likely than not” or higher standard of comfort and to the extent economically borne (directly, indirectly, pursuant to this Agreement or otherwise) by Truist, Truist Partners or any Affiliate thereof. The parties agree that (i) the Buyer Entities and their Affiliates (including, after the Closing, the Company Entities and Truist Partners) (A) shall not make an election under Treasury Regulations § 1.1502-76(b)(2)(ii)(D) to ratably allocate items (or any make any similar election or ratably allocate items under any corresponding provision of state, local or foreign law) and (B) shall not apply the “next day” rule of Treasury Regulations § 1.1502-76(b)(1)(ii)(B) (or any make any similar election under any corresponding provision of Applicable Law) with respect to any of the Transaction Tax Deductions, which shall be reported in accordance with clause (b) of the preceding sentence and (ii) any items resulting from a transaction outside of the ordinary course of business undertaken after the Closing on the Closing Date, including any such Closing and Reorganization Transactions, shall be allocated to the Buyer Entities and the Post-Closing Tax period, by application of Treasury Regulation § 1.706-4(e), Treasury Regulations § 1.1502-76(b)(1)(ii)(B) or otherwise to the extent permitted by applicable Tax Law. Truist and the Buyer Entities shall, and shall cause their respective Affiliates (including, for the avoidance of doubt, Truist Partners) to, file all Tax Returns in a manner consistent with this Section 6.06, and shall not take any Tax position inconsistent with this Section 6.06 except as otherwise required pursuant to a final determination by a Taxing Authority within the meaning of Section 1313(a)(1) of the Code.”
(l) Section 6.07(b) of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
“(b) Notwithstanding anything herein to the contrary, (A) with respect to any Closing and Reorganization Tax Proceeding asserted by a Taxing Authority against the Company or any other Company Entity treated as a partnership for U.S. federal income tax purposes (or any applicable state or local purposes) the applicable Buyer Entity shall, at the request of Truist, cooperate with Truist and the Company Entities to cause (in the case of the Company and any other Company Entity for which Truist or any of its Affiliates is the “partnership representative” for the relevant tax year), or the Buyer Entities shall cause (in all other cases), the Company or such other Company Entity (as applicable) to make a “push out” election under Section 6226 of the Code or any other comparable provision under Applicable Law with respect to any partnership adjustment resulting from such Tax Proceeding (any such election, a “Truist Push-Out Election”), and (B) with respect to any Tax Proceeding asserted by a Taxing Authority against the Company or any other Company Entity treated as a partnership for U.S. federal income tax purposes (or any applicable state or local purposes) in respect of a Pre-Closing Tax Period or Straddle Period (which, for the avoidance of doubt, may include a Closing and Reorganization Tax Proceeding), Truist shall, at the request of the Buyer Entities (or, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) cause (in the case of the Company and any other Company entity for which Truist or any of its Affiliates is the “partnership representative” for the relevant tax year), or cooperate with the Buyer
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Entities to cause (in all other cases) the Company or such other Company Entity (as applicable) to make a “push out” election under Section 6226 of the Code or any other comparable provision under Applicable Law with respect to any partnership adjustment resulting from such Tax Proceeding for a Pre-Closing Tax Period or Straddle Period (any such election, a “Buyer Push-Out Election”). The Buyer Entities and Truist shall reasonably cooperate, and cause their Affiliates to reasonably cooperate (including by the Buyer Entities providing Truist prompt notice of its intention to make, or cause Truist to make, a Buyer Push-Out Election, and Truist providing the applicable Buyer Entity prompt notice of its intention to make, or require the Buyer Entities to make, a Truist Push-Out Election), to cause any such election to be made. Each of (i) the Buyer Entities’ right to cause Truist to cooperate to cause the Company or any applicable Company Entity to make a Buyer Push-Out Election and (ii) Truist’s right to cause the applicable Buyer Entity to cause the Company or any applicable Company Entity to make a Truist Push-Out Election shall extend to any Tax Proceeding described in Section 6.04, whether controlled by Truist or the Buyer Entities (as determined in accordance with Section 6.04).”
(m) Section 10.02(a) of the Purchase Agreement shall be amended to delete “or Section 10.02(f)” and “and subject to Section 10.02(f)”.
(n) Section 10.04(a) of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
“(a) The amount of any Damages payable Section 10.01 by the Indemnifying Party shall be net of any amounts recovered by the Indemnified Party or its Affiliates under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in connection with providing such indemnification payment (and, for purpose of such calculation with respect to item 1 of the Specified Indemnified Matters set forth on Section 1.01(d) of the Company Disclosure Schedule, shall include all such payments made by any such Indemnifying Party since April 3, 2023) up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount.”
Section 1.2. Recapitalization. The parties hereto hereby acknowledge and agree that (i) the information disclosed under Section 3.05(a) of the Company Disclosure Schedule was disclosed as of the date of the Purchase Agreement and prior to giving effect to the recapitalization of the Company and the Purchased Interests contemplated by Section 5.37 of the Purchase Agreement (the “Recapitalization”), (ii) any breach of any representation or warranty of the Purchase Agreement arising out of or as a result of the Recapitalization shall not be a breach of the Agreement (including for purposes of conditions to Closing) and (iii) the Truist Parties shall not be liable for or indemnify the Buyer Entities (including, following the Closing, the Company Entities) for any Damages relating to any such breach of any representation or warranty of the Purchase Agreement.
Section 1.3. Miscellaneous. Except as expressly amended, waived or modified hereby, the Purchase Agreement shall continue to be and shall remain in full force and effect in accordance with its terms. This Amendment No. 1 shall not constitute an amendment, waiver or modification of any provision of the Purchase Agreement not expressly referred to herein. The provisions of Section 11.03 and Sections 11.05 to 11.11 of the Transaction Agreement are hereby incorporated herein by reference, mutatis mutandis.
[signature pages follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the date first above written.
| TRIDENT BUTTERFLY INVESTOR, INC. | ||
| By: | /s/ Nadine M. Thornton | |
| Name: Nadine M. Thornton | ||
| Title: Vice President and Secretary | ||
| PANTHER BLOCKER I, INC. | ||
| By: | /s/ Nadine M. Thornton | |
| Name: Nadine M. Thornton | ||
| Title: Vice President | ||
| By: | /s/ Rima Simson | |
| Name: Rima Simson | ||
| Title: Vice President. Co-Treasurer and Secretary | ||
| PANTHER BLOCKER II, INC. | ||
| By: | /s/ Nadine M. Thornton | |
| Name: Nadine M. Thornton | ||
| Title: Vice President | ||
| By: | /s/ Rima Simson | |
| Name: Rima Simson | ||
| Title: Vice President. Co-Treasurer and Secretary | ||
[Signature Page to Amendment No. 1 to Equity Interest Purchase Agreement]
| TRUIST BANK | ||
| By: | /s/ Michael B. Maguire | |
| Name: Michael B. Maguire Title: Senior Executive Vice President and Chief Financial Officer | ||
| TRUIST TIH HOLDINGS, INC. | ||
| By: | /s/ Michael B. Maguire | |
| Name: Michael B. Maguire Title: Chief Executive Officer | ||
| TRUIST TIH PARTNERS, INC. | ||
| By: | /s/ Michael B. Maguire | |
| Name: Michael B. Maguire Title: Chief Executive Officer | ||
| TRUIST INSURANCE HOLDINGS, LLC | ||
| By: | /s/ John M. Howard | |
| Name: John M. Howard Title: Chairman and Chief Executive Officer | ||
| TIH MANAGEMENT HOLDINGS, LLC By: TRUIST TIH PARTNERS, INC., its | ||
| Managing Member | ||
| By: | /s/ Michael B. Maguire | |
| Name: Michael B. Maguire Title: Chief Executive Officer | ||
| TIH MANAGEMENT HOLDINGS II, LLC By: TRUIST TIH PARTNERS, INC., its | ||
| Managing Member | ||
| By: | /s/ Michael B. Maguire | |
| Name: Michael B. Maguire Title: Chief Executive Officer | ||
[Signature Page to Amendment No. 1 to Equity Interest Purchase Agreement]
Exhibit 99.1
TRUIST FINANCIAL CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
On February 20, 2024, Truist Financial Corporation (the “Company” or “TFC”) entered into an Equity Interest Purchase Agreement to sell its remaining equity interests in Truist Insurance Holdings LLC (“Truist Insurance”) to an investor group led by Stone Point Capital LLC, Clayton, Dubilier & Rice, LLC and Mubadala Investment Company (the “Transaction”).
On May 6, 2024, the Company completed the Transaction, which resulted in after-tax cash proceeds to the Company of approximately $10.1 billion, reflecting certain adjustments for, and subject to further adjustments for, cash, debt and debt-like items, working capital, transaction expenses and other matters.
The following unaudited pro forma consolidated financial information and related notes are based on and should be read in conjunction with:
| a. | the historical audited consolidated financial statements of the Company and the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Form 10-K for the fiscal year ended December 31, 2023 filed on February 27, 2024; |
| b. | the recast historical audited consolidated financial statements of the Company and the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2023 included in the Company’s Form 8-K filed on May 10, 2024; and |
| c. | the historical unaudited consolidated financial statements of the Company and the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2024 filed on May 9 2024. |
The unaudited pro forma consolidated financial information is provided for illustrative information purposes only and has been derived from the historical consolidated financial statements of the Company, and is presented based on available information and certain assumptions that management believes are reasonable. The unaudited pro forma consolidated financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the Transaction been completed as of the dates indicated or that may be achieved in the future. The pro forma financial information has been prepared by the Company in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020.
The unaudited pro forma consolidated statement of income for the year ended December 31, 2023 has been prepared with the assumption that the Transaction was completed as of January 1, 2023. No pro forma consolidated statement of income is presented for the three months ended March 31, 2024, as no pro forma adjustments were required (the pro forma adjustments booked in 2023 are already reflected in the historical results in 2024 that were presented in the Company’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2024). The unaudited pro forma consolidated balance sheet as of March 31, 2024 has been prepared with the assumption that the Transaction was completed as of that date.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES
| As of March 31, 2024 | ||||||||||||
| (Dollars in millions, except per share data, shares in thousands) |
Historical Consolidated Note 1 |
Pro Forma Adjustments |
Pro Forma Continuing Operations |
|||||||||
| Assets |
||||||||||||
| Cash and due from banks |
$ | 5,040 | $ | 12,500 | (a) | $ | 17,540 | |||||
| Interest-bearing deposits with banks |
29,510 | — | 29,510 | |||||||||
| Securities borrowed or purchased under agreements to resell |
2,091 | — | 2,091 | |||||||||
| Trading assets at fair value |
5,268 | — | 5,268 | |||||||||
| AFS securities at fair value |
66,050 | — | 66,050 | |||||||||
| HTM securities (fair value of $43,041 and $44,630, respectively) |
53,369 | — | 53,369 | |||||||||
| LHFS (including $1,201 and $852 at fair value, respectively) |
1,253 | — | 1,253 | |||||||||
| Loans and leases (including $14 and $15 at fair value, respectively) |
307,224 | — | 307,224 | |||||||||
| ALLL |
(4,803 | ) | — | (4,803 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Loans and leases, net of ALLL |
302,421 | — | 302,421 | |||||||||
|
|
|
|
|
|
|
|||||||
| Premises and equipment |
3,274 | — | 3,274 | |||||||||
| Goodwill |
17,157 | — | 17,157 | |||||||||
| CDI and other intangible assets |
1,816 | — | 1,816 | |||||||||
| Loan servicing rights at fair value |
3,417 | — | 3,417 | |||||||||
| Other assets (including $1,359 and $1,311 at fair value, respectively) |
36,521 | 184 | (b) | 36,705 | ||||||||
| Assets of discontinued operations |
7,772 | (7,772 | ) (c) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total assets |
$ | 534,959 | $ | 4,912 | $ | 539,871 | ||||||
|
|
|
|
|
|
|
|||||||
| Liabilities |
||||||||||||
| Noninterest-bearing deposits |
$ | 110,901 | $ | — | $ | 110,901 | ||||||
| Interest-bearing deposits (including $23 and $0 at fair value, respectively) |
283,364 | 1,202 | (d) | 284,566 | ||||||||
| Short-term borrowings (including $2,034 and $1,625 at fair value, respectively) |
26,329 | — | 26,329 | |||||||||
| Long-term debt |
39,071 | — | 39,071 | |||||||||
| Other liabilities (including $2,990 and $2,597 at fair value, respectively) |
13,119 | 2,376 | (e) | 15,495 | ||||||||
| Liabilities of discontinued operations |
3,122 | (3,122 | ) (c) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total liabilities |
475,906 | 456 | 476,362 | |||||||||
|
|
|
|
|
|
|
|||||||
| Shareholders’ Equity |
||||||||||||
| Preferred stock |
6,673 | — | 6,673 | |||||||||
| Common stock, $5 par value |
6,690 | — | 6,690 | |||||||||
| Additional paid-in capital |
36,197 | — | 36,197 | |||||||||
| Retained earnings |
22,483 | 4,688 | (a),(f) | 27,171 | ||||||||
| AOCI, net of deferred income taxes |
(13,222 | ) | — | (13,222 | ) | |||||||
| Noncontrolling interests |
232 | (232 | ) (f) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total shareholders’ equity |
59,053 | 4,456 | 63,509 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total liabilities and shareholders’ equity |
$ | 534,959 | $ | 4,912 | $ | 539,871 | ||||||
|
|
|
|
|
|
|
|||||||
| Common shares outstanding |
1,338,096 | — | 1,338,096 | |||||||||
| Common shares authorized |
2,000,000 | — | 2,000,000 | |||||||||
| Preferred shares outstanding |
223 | — | 223 | |||||||||
| Preferred shares authorized |
5,000 | — | 5,000 | |||||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial information.
CONSOLIDATED STATEMENT OF INCOME
TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES
| Year Ended December 31, 2023 | ||||||||||||
|
|
|
|||||||||||
| (Dollars in millions, except per share data, shares in thousands) |
Historical Consolidated Note 1 |
Pro Forma Adjustments |
Pro Forma Continuing Operations |
|||||||||
| Interest Income |
||||||||||||
| Interest and fees on loans and leases |
$ | 19,518 | $ | — | $ | 19,518 | ||||||
| Interest on securities |
3,066 | — | 3,066 | |||||||||
| Interest on other earning assets |
1,868 | — | 1,868 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total interest income |
24,452 | — | 24,452 | |||||||||
|
|
|
|
|
|
|
|||||||
| Interest Expense |
||||||||||||
| Interest on deposits |
6,427 | 26 | (g) | 6,453 | ||||||||
| Interest on long-term debt |
2,215 | — | 2,215 | |||||||||
| Interest on other borrowings |
1,286 | — | 1,286 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total interest expense |
9,928 | 26 | 9,954 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net Interest Income |
14,524 | (26 | ) | 14,498 | ||||||||
| Provision for credit losses |
2,109 | — | 2,109 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net Interest Income After Provision for Credit Losses |
12,415 | (26 | ) | 12,389 | ||||||||
|
|
|
|
|
|
|
|||||||
| Noninterest Income |
||||||||||||
| Wealth management income |
1,358 | — | 1,358 | |||||||||
| Investment banking and trading income |
822 | — | 822 | |||||||||
| Card and payment related fees |
936 | — | 936 | |||||||||
| Service charges on deposits |
873 | — | 873 | |||||||||
| Mortgage banking income |
437 | — | 437 | |||||||||
| Lending related fees |
447 | — | 447 | |||||||||
| Operating lease income |
254 | — | 254 | |||||||||
| Securities gains (losses) |
— | — | — | |||||||||
| Other income |
371 | 19 | (h) | 390 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total noninterest income |
5,498 | 19 | 5,517 | |||||||||
|
|
|
|
|
|
|
|||||||
| Noninterest Expense |
||||||||||||
| Personnel expense |
6,516 | — | 6,516 | |||||||||
| Professional fees and outside processing |
1,192 | — | 1,192 | |||||||||
| Software expense |
868 | — | 868 | |||||||||
| Net occupancy expense |
658 | — | 658 | |||||||||
| Amortization of intangibles |
395 | — | 395 | |||||||||
| Equipment expense |
381 | — | 381 | |||||||||
| Marketing and customer development |
260 | — | 260 | |||||||||
| Operating lease depreciation |
175 | — | 175 | |||||||||
| Regulatory costs |
824 | — | 824 | |||||||||
| Merger-related and restructuring charges |
320 | — | 320 | |||||||||
| Goodwill impairment |
6,078 | — | 6,078 | |||||||||
| Other expense |
1,011 | — | 1,011 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total noninterest expense |
18,678 | — | 18,678 | |||||||||
|
|
|
|
|
|
|
|||||||
| Earnings |
||||||||||||
| Income (loss) before income taxes |
(765 | ) | (7 | ) | (772 | ) | ||||||
| Provision for income taxes |
738 | (2 | ) (i) | 736 | ||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) from continuing operations |
(1,503 | ) | (5 | ) | (1,508 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Preferred stock dividends and other |
361 | — | 361 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) from continuing operations available to common shareholders |
$ | (1,864 | ) | $ | (5 | ) | $ | (1,869 | ) | |||
|
|
|
|
|
|
|
|||||||
| Basic earnings from continuing operations |
$ | (1.40 | ) | $ | — | $ | (1.40 | ) | ||||
| Diluted earnings from continuing operations |
(1.40 | ) | — | (1.40 | ) | |||||||
| Basic weighted average shares outstanding |
1,331,963 | — | 1,331,963 | |||||||||
| Diluted weighted average shares outstanding |
1,331,963 | — | 1,331,963 | |||||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial information.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
Historical consolidated amounts in the unaudited pro forma consolidated balance sheet as of March 31, 2024 represent historical amounts as presented in the Company’s 10-Q filing for the first quarter of 2024. Historical consolidated amounts in the unaudited pro forma consolidated statement of loss for the year ended December 31, 2023 represent recast historical amounts, whereby balances relating to Truist Insurance are presented in net income from discontinued operations in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on May 10, 2024.
Note 2. Adjustments to the Unaudited Pro Forma Consolidated Balance Sheet
The following adjustments have been reflected in the unaudited pro forma consolidated balance sheet related to the Transaction.
| a. | Reflects cash consideration received and settlement of transaction costs accrued as of March 31, 2024. |
| Cash consideration received |
$ | 12,563 | ||
| Less: |
||||
| Transactions costs incurred and settled (recorded in Other liabilities) |
(63 | ) | ||
|
|
|
|||
| Net Cash Received |
$ | 12,500 | ||
|
|
|
| b. | Reflects the removal of deferred taxes related to TIH of $184 million. |
| c. | Reflects the sale of all assets and liabilities of Truist Insurance. |
| d. | Reflects the establishment of the deposit liability relating to Truist Insurance’s interest-bearing cash deposits held at Truist Bank, for which the deposit liability was previously eliminated upon consolidation. The depository relationship between Truist Bank and Truist Insurance is expected to continue after the Transaction is complete. |
| e. | Reflects the addition of a current tax liability of $2.4 billion related to the gain on sale. |
| f. | Reflects the impact to the Company’s total shareholders’ equity from the estimated gain on sale, net of tax. |
| Cash consideration received |
$ | 12,563 | ||
| Less: Transactions costs incurred and settled at Transaction close |
(63 | ) | ||
|
|
|
|||
| Net Cash Received |
12,500 | |||
| Carrying value of NCI |
232 | |||
|
|
|
|||
| Total |
12,732 | |||
| Assets of discontinued operations |
7,772 | |||
| Cash deposits held at Truist Bank previously eliminated in consolidation |
1,202 | |||
| Total assets of discontinued operations |
8,974 | |||
| Liabilities of discontinued operations |
(3,122 | ) | ||
|
|
|
|||
| Carrying value of Truist Insurance net assets (including goodwill) |
5,852 | |||
| Gain on interest sold |
6,880 | |||
| Less: Tax on gain including removal of deferred taxes related to TIH |
(2,192 | ) | ||
|
|
|
|||
| Gain on interest sold, net of tax |
$ | 4,688 | ||
|
|
|
|||
Note 3. Adjustments to the Unaudited Pro Forma Consolidated Statement of Income
The following adjustments have been reflected in the unaudited pro forma consolidated statement of income related to the Transaction.
| g. | Reflects the addition of three months of interest expense relating to Truist Insurance’s cash deposits held at Truist Bank. The deposits initially became interest-bearing in April of 2023. As the depository relationship between Truist Bank and Truist Insurance is expected to continue after the Transaction is complete, the recast historical consolidated amounts presented in Interest on deposits already reflect interest expense accrued by the Company from April 2023 onwards. The Company therefore recorded interest expense for the first three months of 2023 in this adjustment to reflect pro forma interest expense representative of a full year. |
| h. | Reflects the addition of three months of other income relating to the transition services agreements between TFC and Truist Insurance. TFC entered into an initial Transition Services Agreement with Truist Insurance beginning in April of 2023 in connection with the sale of a 20% stake in Truist Insurance and has entered into a new Transition Services Agreement in connection with the sale of the remaining 80% stake in Truist Insurance. The recast historical consolidated amounts presented in Other income already reflect the related income earned by the Company from April 2023 onwards. The Company therefore recorded other income related to transition services for the first three months of 2023, to reflect pro forma other income representative of a full year. |
| i. | The tax effect of the above adjustments was computed using the Company’s statutory tax rate of 23.5%. |