SunTrust Banks Inc.’s $66 Billion Merger with BB&T Corp.

RBC Capital Markets served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to BB&T in this transaction. Goldman Sachs and SunTrust Robinson Humphrey served as financial advisors and Sullivan & Cromwell served as legal counsel to SunTrust in this transaction. Fried Frank acted as counsel to Goldman Sachs as financial advisor to SunTrust Banks Inc.

Combination of two iconic franchises creates sixth-largest U.S. bank holding company with 275 years of combined history and culture serving clients and communities in high-growth markets– Enhanced scale and financial strength will accelerate investment in transformative technology to embrace disruption and create a more distinctive client experience– Expanded fee income base will create opportunities to build scale in specialized businesses across a larger client base– Compelling value creation expected for both companies’ shareholders as demonstrated by double-digit earnings per share accretion by 2021– Estimated net cost synergies of at least $1.6 billion by 2022– Proven management teams with history of successful merger integrations, strong risk management skills and shared mission- and purpose-driven cultures– Combined company to operate under a new name and be headquartered in Charlotte, NC while maintaining significant operations and investment in Winston-Salem, NC and Atlanta, GA

ATLANTA and WINSTON-SALEM, N.C., Feb. 7, 2019 /PRNewswire/ — SunTrust Banks, Inc. (NYSE: STI) and BB&T Corporation (NYSE: BBT) announced today that both companies’ boards of directors have unanimously approved a definitive agreement to combine in an all-stock merger of equals valued at approximately $66 billion. The combined company will be the sixth-largest U.S. bank based on assets and deposits.

The pro forma company will have approximately $442 billion in assets, $301 billion in loans, and $324 billion in deposits serving more than 10 million households in the United States, 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, including an Innovation and Technology Center to drive digital transformation. In the current home markets for both companies, the combined company will maintain the Community Banking Center in Winston-Salem, NC and the Wholesale Banking Center in Atlanta, GA. This continued strong presence is also supported by the combined company’s commitment to increase the respective banks’ current levels of community investment.

GAAP and Cash EPS accretion per BB&T share in 2021 is expected to be approximately 13% and 17%, respectively (based on Street estimates). GAAP and Cash EPS accretion per SunTrust share in 2021 is expected to be approximately 9% and 16%, respectively (based on Street estimates). SunTrust shareholders will receive a 5% 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% and SunTrust shareholders will own approximately 43% of the combined company.

Wachtell, Lipton, Rosen & Katz advised BB&T with a team led by Edward D. Herlihy (Picture) and Matthew M. Guest.

Sullivan & Cromwell advised SunTrust with H. Rodgin Cohen, Mitchell Eitel, Marc Treviño, Ronald E. Creamer Jr. and Joseph J. Matelis.

Fried Frank acted as counsel to Goldman Sachs as financial advisor to SunTrust Banks Inc. with a team including Philip Richter and Roy Tannenbaum.

Involved fees earner: Philip Richter – Fried Frank Harris Shriver & Jacobson; Roy Tannenbaum – Fried Frank Harris Shriver & Jacobson; Rodgin Cohen – Sullivan & Cromwell; Ronald Creamer – Sullivan & Cromwell; Mitchell Eitel – Sullivan & Cromwell; Joseph Matelis – Sullivan & Cromwell; Marc Trevino – Sullivan & Cromwell; Matthew Guest – Wachtell, Lipton, Rosen & Katz; Edward Herlihy – Wachtell, Lipton, Rosen & Katz;

Law Firms: Fried Frank Harris Shriver & Jacobson; Sullivan & Cromwell; Wachtell, Lipton, Rosen & Katz;

Clients: BB&T Corporation; Goldman, Sachs & Co.; SunTrust Banks, Inc.;