Obligation Truist Financial 5.375% ( US869099AH43 ) en USD

Truist Financial

100 % ▲

Etas-Unis

US869099AH43 ( en USD )

5.375% par an ( paiement semestriel )

15/08/2022 - Obligation échue

Prospectus brochure de l'obligation Truist Bank US869099AH43 en USD 5.375%, échue

2 000 USD

150 000 000 USD

869099AH4

N/A

Truist Financial Corporation est une société holding bancaire américaine résultant de la fusion de BB&T et de SunTrust Banks en 2019, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Truist Financial ( Etas-Unis ) , en USD, avec le code ISIN US869099AH43, paye un coupon de 5.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2022
L'Obligation émise par Truist Financial ( Etas-Unis ) , en USD, avec le code ISIN US869099AH43, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/700863/000119312512347200/...
424B5 1 d393134d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Amount
Proposed
Proposed
Amount of
Securities to be Registered
Registered
Maximum Offering
Maximum
Registration
Price Per Unit
Aggregate
Fee(1)

Offering Price
5.375% Senior Notes due 2022
$150,000,000
100.00%

$150,000,000
$17,190.00
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
1 of 92
8/9/2012 4:29 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/700863/000119312512347200/...
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File No. 333-165349
Prospectus supplement
(To prospectus dated March 8, 2010)

Interest payable February 15 and August 15
Issue price: 100%
We wil pay interest on the notes at an annual rate equal to 5.375% and wil pay interest on February 15 and August 15
of each year, beginning on February 15, 2013. The notes wil mature on August 15, 2022.
The notes wil be unsecured and unsubordinated obligations of Susquehanna Bancshares, Inc. and wil rank equally
among themselves and with al of our other unsecured and unsubordinated indebtedness. The notes wil not be
guaranteed by any of our subsidiaries.
The notes wil be issued only in registered book-entry form, in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.
The notes wil not be listed on any securities exchange. Currently there is no public market for the notes.
See the information under "Risk factors" beginning on page S-7 and the risk factors contained in our Annual
Report on Form 10-K for the year ended December 31, 2011 incorporated by reference herein for a discussion
of certain risks that you should consider in connection with an investment in the notes.
The notes are not deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Per Note Total

Public offering price(1)

100.000% $ 150,000,000
Underwriting discount and commissions

0.650% $
975,000
Proceeds to Susquehanna Bancshares, Inc. (before expenses)(1)

99.350% $ 149,025,000
(1) Plus accrued and unpaid interest, if any, from August 13, 2012

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust
Company and its participants, including the Euroclear System or Clearstream Banking, S.A., against payment in New
York, New York on or about August 13, 2012.
Sole Bookrunner
J.P. Morgan
Lead Manager
2 of 92
8/9/2012 4:29 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/700863/000119312512347200/...
Jefferies
Co-Manager
Keefe, Bruyette & Woods
August 8, 2012
3 of 92
8/9/2012 4:29 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/700863/000119312512347200/...
Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus
supplement or the accompanying prospectus. We have not, and the underwriters have not, authorized any
other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell the
notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference herein and therein is accurate only as of their respective dates. Our business, financial condition,
results of operations and prospects may have changed since those dates.

Table of Contents

Page
Prospectus Supplement

About this prospectus supplement

S-i

Incorporation of certain documents by reference

S-i

Special note regarding forward-looking statements

S-ii

Summary

S-1

Risk factors

S-7

Use of proceeds

S-10
Capitalization

S-11
Description of the notes

S-12
Material United States federal income tax consequences

S-16
Certain ERISA considerations

S-20
Underwriting

S-22
Validity of notes

S-24
Experts

S-24
Prospectus

Risk Factors

1

About this prospectus

1

Where you can find more information

1

Documents incorporated by reference

2

Special note on forward-looking information

3

Susquehanna Bancshares, Inc.

5

The trust issuers

6

Use of proceeds

8

Ratio of earnings to fixed charges and preferred stock dividend requirements

8

Description of securities we may offer

9

Description of debt securities

10

Description of capital securities

20

Description of guarantees

26

Description of warrants

29

Description of units

30

Description of purchase contracts

31

Description of capital stock

32

Description of preferred stock

32

Description of depositary shares

38

Description of common stock

40

Description of global securities; book-entry issuance

41

Certain ERISA matters

45

Certain provisions of Susquehanna's amended and restated articles of incorporation, amended and restated
bylaws and Pennsylvania law

48

Plan of distribution

55

Validity of securities

57

Experts

57

4 of 92
8/9/2012 4:29 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/700863/000119312512347200/...
Table of Contents
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of
the offering. The second part is the prospectus, which describes more general information, some of which may not apply
to the offering. You should read both this prospectus supplement and the accompanying prospectus, together with the
additional information described under the headings "Incorporation of certain documents by reference" below and
"Where you can find more information" in the accompanying prospectus.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement to
"Susquehanna," "we," "our," and "us" refer to Susquehanna Bancshares, Inc. and its consolidated subsidiaries, including
Susquehanna Bank, our principal banking subsidiary.
If the information set forth in this prospectus supplement differs in any way from the information set forth in the
accompanying prospectus, you should rely on the information set forth in this prospectus supplement.
Currency amounts in this prospectus supplement are stated in U.S. dol ars.
The SEC al ows us to "incorporate by reference" into this prospectus supplement the information we file with the SEC.
This enables us to disclose important information to you by referring you to these documents. The information
incorporated by reference is deemed to be part of this prospectus supplement, and the information we file with the SEC
after the date of this prospectus supplement wil automatically update, modify and, where applicable, supersede any
information included in this prospectus supplement, the accompanying prospectus, or incorporated by reference in this
prospectus supplement or the accompanying prospectus. We incorporate by reference into this prospectus supplement
the fol owing documents filed with the SEC (other than, in each case, documents or information deemed to be furnished
and not filed in accordance with SEC rules). The SEC file number for these documents is 1-33872.

· our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 29, 2012

(including the portions of our Proxy Statement on Schedule 14A, filed on April 11, 2012, incorporated by
reference therein);

· our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2012 and June 30, 2012 filed

with the SEC on May 9, 2012 and August 3, 2012, respectively;

· our Current Reports on Form 8-K filed with the SEC on January 11, 2012, February 21, 2012, May 7,

2012, June 22, 2012 and July 24, 2012.
We also incorporate by reference into this prospectus supplement all documents filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus and the termination of the offering of
securities under this prospectus, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and proxy statements. Any statement contained in a document incorporated by reference in this
prospectus supplement wil be deemed to be modified or superseded for purposes of this prospectus supplement to the
extent that any statement contained in this prospectus supplement or in any subsequently filed document which also is or
is deemed to be incorporated by reference in this prospectus supplement modifies or supersedes this statement. Any
statement modified or superseded in this way wil not be deemed, except as so modified or superseded, to constitute a
part of this prospectus supplement. The information incorporated by reference contains information about us and our
financial condition and performance and is an important part of this prospectus supplement.

S-i
5 of 92
8/9/2012 4:29 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/700863/000119312512347200/...
Table of Contents
Upon written or oral request, we wil provide to you, without charge, a copy of any of the documents incorporated by
reference in this prospectus supplement but not delivered with the prospectus supplement, excluding al exhibits that we
have not specifical y incorporated into this document by reference. You may obtain documents incorporated by reference
in this document by requesting them by writing or telephoning us at:
Susquehanna Bancshares, Inc.
26 North Cedar Street
Lititz, Pennsylvania 17543
(717) 626-4721
Attention: Corporate Secretary
Additional information, including information regarding the annual, quarterly and current reports, proxy statements and
other information filed by Susquehanna Bancshares, Inc. with the SEC under the Exchange Act is available by fol owing
the instructions under "Where you can find more information" in the accompanying prospectus.
Certain statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus may be considered to be "forward-looking
statements" as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, such as statements that
include the words "expect," "estimate," "project," "anticipate," "should," "intend," "probability," "risk," "target," "objective"
and similar expressions or variations on such expressions. In particular, this document includes forward-looking
statements relating to, but not limited to, general economic conditions; the impact of new regulations on our business;
our potential exposures to various types of market risks, such as interest rate risk and credit risk; whether our allowance
for loan and lease losses is adequate to meet probable loan and lease losses; our ability to achieve loan growth; our
ability to maintain sufficient liquidity; our ability to manage credit quality; and our ability to achieve our financial goals.
Such statements are subject to certain risks and uncertainties. For example, certain of the market risk disclosures are
dependent on choices about essential model characteristics and assumptions and are subject to various limitations. By
their nature, certain of the market-risk disclosures are only estimates and could be materially different from what actual y
occurs in the future. As a result, actual income gains and losses could material y differ from those that have been
estimated. Other factors that could cause actual results to differ material y from those estimated by the forward-looking
statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus include, but are not limited to:

· adverse changes in our loan and lease portfolios and the resulting credit-risk-related losses and expenses;

· adverse changes in regional real estate values;

· interest rate fluctuations which could increase our cost of funds or decrease our yield on earning assets and

therefore reduce our net interest income;

· decreases in our loan and lease quality and origination volume;

· the adequacy of loss reserves;

S-i
6 of 92
8/9/2012 4:29 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/700863/000119312512347200/...
Table of Contents

· impairment of goodwil or other assets;

· the loss of certain key officers, which could adversely impact our business;

· continued relationships with major customers;

· the ability to continue to grow our business internal y and through acquisition and successful integration of bank

and non-bank entities while control ing our costs;

· adverse national and regional economic and business conditions;

· compliance with laws and regulatory requirements of federal and state agencies;

· competition from other financial institutions in originating loans, attracting deposits, and providing various financial

services that may affect our profitability;

· the ability to hedge certain risks economically;

· our ability to effectively implement technology driven products and services;

· changes in consumer confidence, spending and savings habits relative to the bank and non-bank financial services

we provide;

· changes in legal or regulatory requirements or the results of regulatory examinations that could adversely impact

our business and financial condition and restrict growth;

· the impact of federal laws and related rules and regulations on our business operations and competitiveness;

· the effects of and changes in trade, monetary and fiscal policies, and laws, including interest rate policies of the

Federal Reserve Board;

· the effects of and changes in the rate of FDIC premiums;

· costs associated with the integration of businesses or banks we acquire or have acquired; and

· our success in managing the risks involved in the foregoing.
Additional factors that may cause future results to differ materially from forward-looking statements can be found in
portions of our periodic and current reports filed with the SEC and incorporated by reference in this prospectus
supplement. These factors include, for example, those discussed in the "Risk Factor" section beginning on page S-7 of
this prospectus supplement and "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2011. There is no assurance that any list of risks and uncertainties or risk factors is complete.
Any forward-looking statements made by or on behalf of us in this prospectus supplement, the accompanying
prospectus or the documents incorporated by reference in this prospectus supplement or the accompanying prospectus
speak only as of the date of this prospectus supplement, the accompanying prospectus or such document incorporated
by reference in this prospectus supplement or the accompanying prospectus, as the case may be. We do not undertake
to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the
forward-looking statement was made.

S-iii
7 of 92
8/9/2012 4:29 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/700863/000119312512347200/...
Table of Contents
The following summary should be read together with the information contained in other parts of this prospectus
supplement and the accompanying prospectus. This summary highlights selected information from this prospectus
supplement and the accompanying prospectus to help you understand the offering of the notes. You should read
this prospectus supplement and the accompanying prospectus, including the documents we incorporate by
reference in this prospectus supplement and the accompanying prospectus, carefully to understand fully the terms
of the notes as well as the other considerations that are important to you in making a decision about whether to
invest in the notes. You should pay special attention to the "Risk factors" section beginning on page S-7 of this
prospectus supplement and in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2011, which is incorporated by reference in this prospectus supplement, before you determine
whether an investment in the notes is appropriate for you.
Susquehanna Bancshares, Inc.
Susquehanna is a financial holding company incorporated under Pennsylvania law in 1982. We provide a wide range
of retail and commercial banking and financial services through our subsidiaries in the mid-Atlantic region. In addition
to a commercial bank, we operate a trust and investment company, an asset management company (which provides
investment advisory, asset management, brokerage and retirement planning services), a property and casualty
insurance brokerage company and a vehicle leasing company. As of June 30, 2012, we had total assets of
approximately $18.0 bil ion, consolidated net loans and leases of $12.6 bil ion, deposits of $12.7 bil ion, and
shareholders' equity of $2.5 bil ion.
Our Bank Subsidiary. Our commercial bank subsidiary, Susquehanna Bank, is a Pennsylvania state-chartered bank
that operated 260 banking offices as of June 30, 2012. It provides a wide range of retail banking services, including
checking, savings and club accounts, check cards, debit cards, money market accounts, certificates of deposit,
individual retirement accounts, home equity lines of credit, residential mortgage loans, home improvement loans,
automobile loans, personal loans, and internet banking services. It also provides a wide range of commercial banking
services, including business checking accounts, cash management services, money market accounts, land acquisition
and development loans, commercial loans, floor plan, equipment and working capital lines of credit, small business
loans, and internet banking services. We provide our bank subsidiary guidance in the areas of credit policy and
administration, risk assessment, investment advisory administration, strategic planning, investment portfolio
management, asset liability management, liquidity management and other financial, administrative and control
services.
Our Non-bank Subsidiaries. Our non-bank subsidiaries offer a variety of financial services to complement our core
banking operations, broaden our customer base, and diversify our revenue sources. The Addis Group, LLC provides
commercial, property and casualty insurance, and risk management programs for medium and large sized
companies. Susquehanna Trust & Investment Company, a subsidiary of Susquehanna Bank, provides traditional trust
and custodial services, and acts as administrator, executor, guardian, and managing agent for individuals, businesses
and non-profit entities. Val ey Forge Asset Management Corp. offers investment advisory, asset management and
brokerage services for institutional and high net worth individual clients, and retirement planning services. Stratton
Management Company provides equity management of assets for institutions, pensions, endowments and high net
worth individuals. Boston Service Company, Inc. (t/a Hann Financial Service Corp.) provides comprehensive
consumer vehicle financing services.
Our executive offices are located at 26 North Cedar Street, Lititz, Pennsylvania 17543. Our telephone number is
(717) 626-4721, and our web site address is www.susquehanna.net. Information contained on our website is not
incorporated into, and does not constitute part of, this prospectus supplement.

S-1
8 of 92
8/9/2012 4:29 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/700863/000119312512347200/...
Table of Contents
Summary of offering
The fol owing summary contains basic information about the notes and is not intended to be complete. It does not
contain al the information that is important to you. For a more complete understanding of the notes, you should read
the section of this prospectus supplement entitled "Description of the notes."

Issuer
Susquehanna Bancshares, Inc., a Pennsylvania corporation.
Securities offered
$150,000,000 aggregate principal amount of 5.375% Senior Notes due 2022 (the
"notes").
Issue date
August 13, 2012.
Maturity
August 15, 2022.
Interest
We wil pay interest on the notes at the rate of 5.375% per year payable in cash on
February 15 and August 15 of each year, beginning on February 15, 2013.
Ranking
The notes wil be Susquehanna's unsecured unsubordinated obligations and wil rank
equal y with al of our other unsecured unsubordinated indebtedness, and wil be
effectively subordinated to any secured indebtedness to the extent of the value of the
col ateral securing such indebtedness, and structural y subordinated to the existing and
future indebtedness of our subsidiaries.

As of June 30, 2012, our consolidated subsidiaries had, in the aggregate, outstanding
debt and other liabilities, including deposits, of approximately $15.5 bil ion, al of which
would structurally rank senior to the notes in case of liquidation or otherwise (excluding
intercompany liabilities). As of June 30, 2012, Susquehanna (not including our
consolidated subsidiaries) had no outstanding unsecured unsubordinated debt and
approximately $520.7 mil ion of outstanding unsecured subordinated debt.

The indenture does not limit the amount of additional indebtedness we or our
subsidiaries may incur.
Restrictive covenants
We wil issue the notes under a senior debt indenture between us and The Bank of New
York Mel on Trust Company, N.A., as trustee, and a supplemental indenture thereto
between us and the trustee. The senior debt indenture, as supplemented by the
supplemental indenture, includes provisions that, among other things, restrict our ability
to dispose of or issue shares of voting stock of Susquehanna Bank and to transfer our
assets substantial y as an entirety or merge or consolidate with or into other entities,
without satisfying the conditions described in the section entitled "Description of the
notes--Certain covenants" in this prospectus supplement and the section entitled
"Description of debt securities -- Covenants" in the accompanying prospectus.
No guarantees
The notes are not guaranteed by any of our subsidiaries. As a result, the notes wil be
structurally subordinated to the liabilities of our subsidiaries as discussed above under
"Ranking."

S-2
9 of 92
8/9/2012 4:29 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/700863/000119312512347200/...
Table of Contents
Use of proceeds
We expect to receive net proceeds from this offering of approximately $148.7 mil ion
after deducting underwriting discounts and commissions and estimated expenses
payable by us. We intend to use the proceeds, along with available cash:

· to redeem our 9.375% Capital Efficient Notes maturing in December 2057 and
having an aggregate principal amount of $125,010,000, at 100% of the principal
amount thereof plus accrued and unpaid interest thereon, from an affiliated
Delaware statutory trust, Susquehanna Capital I, which wil use the redemption
proceeds to redeem its 9.375% Capital Securities, Series I, having an
aggregate liquidation amount of $125,010,000, plus accrued and unpaid
distributions thereon;

· to redeem our 11.00% Junior Subordinated Deferrable Interest Debentures,
Series II, maturing in March 2040 and having an aggregate principal amount of
$50,010,000, at 100% of the principal amount thereof plus accrued and unpaid
interest thereon, from an affiliated Delaware statutory trust, Susquehanna
Capital II, which wil use the redemption proceeds to redeem its 11.00%
Cumulative Trust Preferred Securities, Series II, having an aggregate liquidation
amount of $50,010,000, plus accrued and unpaid distributions thereon;

· to redeem our 9.00% Subordinated Notes due July 1, 2015 originally issued by
Tower Bancorp, Inc. (which we acquired on February 17, 2012) having an
aggregate principal amount of $12,000,000, at 100% of the principal amount
thereof plus accrued and unpaid interest thereon;

· to redeem our 9.00% Subordinated Notes due July 1, 2014 originally issued by
Tower Bancorp, Inc. having an aggregate principal amount of $9,000,000, at
100% of the principal amount thereof plus accrued and unpaid interest thereon;
and

· for general corporate purposes.

See the section entitled "Use of proceeds."
Listing
The notes wil not be listed on any securities exchange.
Additional notes
The notes initial y wil be limited to an aggregate principal amount of $150,000,000,
subject to our ability to "reopen" the series of notes and issue additional notes of the
same series.

S-3
10 of 92
8/9/2012 4:29 PM