Obligation Truist Corporation 5.1% ( US89832QAF63 ) en USD

Société émettrice Truist Corporation
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US89832QAF63 ( en USD )
Coupon 5.1% par an ( paiement semestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Truist Financial Corp US89832QAF63 en USD 5.1%, échéance Perpétuelle


Montant Minimal 1 000 USD
Montant de l'émission 1 000 000 000 USD
Cusip 89832QAF6
Notation Standard & Poor's ( S&P ) BBB- ( Qualité moyenne inférieure )
Notation Moody's N/A
Prochain Coupon 01/03/2026 ( Dans 117 jours )
Description détaillée 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 Corporation ( Etas-Unis ) , en USD, avec le code ISIN US89832QAF63, paye un coupon de 5.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Truist Corporation ( Etas-Unis ) , en USD, avec le code ISIN US89832QAF63, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-233483
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 6, 2019)
TRUIST FINANCIAL CORPORATION
1,000,000 Depositary Shares, Each Representing a 1/25th Interest
in a Share of 5.100% Series Q Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock
Truist Financial Corporation (formerly known as BB&T Corporation) is offering 1,000,000 depositary shares, each representing a 1/25th ownership interest in a share of 5.100%
Series Q Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (equivalent to $1,000 per depositary share)
(the "Preferred Stock"). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Preferred Stock (including dividend, voting, redemption and
liquidation rights). You must exercise such rights through Computershare Trust Company, N.A. and Computershare Inc., jointly as the depositary for the shares of Preferred Stock.
Dividends on the Preferred Stock, when, as and if declared by our board of directors or a duly authorized committee of the board, will accrue and be payable on the liquidation
preference amount, on a non-cumulative basis, semi-annually in arrears on the 1st day of March and September of each year, commencing on March 1, 2021. Dividends will accrue (i) from
the date of original issue to, but excluding, September 1, 2030 at a fixed rate per annum of 5.100%, and (ii) from, and including, September 1, 2030, during each reset period, as described
herein, at a rate per annum equal to the ten-year U.S. treasury rate as of the most recent reset dividend determination date, as described herein, plus 4.349%. Payment of dividends on the
Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement. If our board of directors or a duly authorized committee of
the board has not declared a dividend on the Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be cumulative and shall not accrue or be
payable for such dividend period, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Preferred Stock, parity stock, junior stock or other
preferred stock are declared for any future dividend period.
The Preferred Stock may be redeemed at our option in whole, or in part, during the six-month period prior to, and including, each reset date, at a redemption price equal to $25,000 per
share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends to, but excluding, the date of redemption, without accumulation of any undeclared dividends. The
Preferred Stock may also be redeemed at our option in whole, but not in part, at any time within 90 days following the occurrence of a "regulatory capital treatment event," as described
herein, at a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends to, but excluding, the date of redemption, without
accumulation of any undeclared dividends. If we redeem the shares of the Preferred Stock, the depositary will redeem a proportionate number of depositary shares. The Preferred Stock will
not have any voting rights, except as set forth under "Description of Preferred Stock -- Voting Rights" on page S-40.
Neither the Preferred Stock nor the depositary shares will be listed or displayed on any securities exchange or interdealer quotation system.
The depositary shares are equity securities and will not be savings accounts, deposits or other obligations of any bank or non-bank subsidiary of ours and are not insured by the Federal
Deposit Insurance Corporation, or FDIC, or any other government agency.
Investing in the depositary shares involves risks. Potential purchasers of the depositary shares should consider the information set forth in the "Risk
Factors" section beginning on page S-8 of this prospectus supplement, page 19 of our Annual Report on Form 10-K for the year ended December 31, 2019,
which is incorporated herein by reference, and page 71 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 discussing certain risks
arising from the COVID-19 pandemic, which is incorporated herein by reference.
None of the Securities and Exchange Commission, any state securities commission, FDIC, or any other regulatory body has approved or disapproved of these securities or
determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Underwriting
Proceeds to Us
Price to Public
Discount
(Before Expenses)(1)
Per depositary share
$
1,000
$
10
$
990
Total
$1,000,000,000
$ 10,000,000
$
990,000,000
(1)
The public offering price does not include accumulated dividends, if any, that may be declared. Dividends, if declared, will accumulate from the date of original issuance, which is
expected to be June 19, 2020.
The underwriters are offering the depositary shares as set forth under "Underwriting (Conflicts of Interest)." Delivery of the depositary shares in book-entry form through The
Depository Trust Company ("DTC") for the accounts of its participants, including Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, S.A.
("Clearstream"), is expected to be made on or about June 19, 2020.
Because our affiliate, SunTrust Robinson Humphrey, Inc., may be participating in sales of the depositary shares, the offering is being conducted in compliance with Financial Industry
Regulatory Authority, Inc. ("FINRA") Rule 5121, as administered by FINRA. See "Underwriting (Conflicts of Interest) -- Conflicts of Interest."
Joint Book-Running Managers
RBC Capital Markets
Goldman Sachs & Co. LLC
SunTrust Robinson Humphrey
Co-Managers
Cabrera Capital Markets LLC
Siebert Williams Shank
Prospectus Supplement dated June 16, 2020
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TABLE OF CONTENTS
Prospectus Supplement
Page
SUMMARY
S-1
RISK FACTORS
S-8
FORWARD-LOOKING STATEMENTS
S-14
USE OF PROCEEDS
S-17
DESCRIPTION OF CAPITAL STOCK
S-18
DESCRIPTION OF PREFERRED STOCK
S-35
DESCRIPTION OF DEPOSITARY SHARES
S-43
BOOK-ENTRY ISSUANCE
S-45
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-48
UNDERWRITING (CONFLICTS OF INTEREST)
S-53
LEGAL MATTERS
S-58
EXPERTS
S-58
Prospectus
ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
2
WHERE YOU CAN FIND MORE INFORMATION
4
BB&T CORPORATION
5
USE OF PROCEEDS
6
REGULATORY CONSIDERATIONS
7
DESCRIPTION OF THE DEBT SECURITIES
8
DESCRIPTION OF CAPITAL STOCK
18
DESCRIPTION OF DEPOSITARY SHARES
28
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
31
DESCRIPTION OF WARRANTS
32
GLOBAL SECURITIES
34
PLAN OF DISTRIBUTION
38
VALIDITY OF SECURITIES
39
EXPERTS
39
Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representation not contained in or
incorporated by reference into this prospectus supplement or the accompanying prospectus. Neither we nor the underwriters take any responsibility for,
and can provide no assurances as to, the reliability of any information that others may provide you. We are offering to sell these securities and seeking
offers to buy these securities only in jurisdictions where offers and sales are permitted. You should not assume that the information contained or
incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than their respective dates. Our
business, financial condition, results of operations and prospects may have changed since those dates.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement and the accompanying prospectus
to "Truist," "we," "us," "our" or similar references mean Truist Financial Corporation.
i
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SUMMARY
The following information should be read together with the information contained or incorporated by reference in this prospectus supplement
and in the accompanying prospectus. It may not contain all the information that is important to you. You should carefully read this entire
prospectus supplement and the accompanying prospectus to understand fully the terms of the depositary shares, as well as the tax and other
considerations that are important to you in making a decision about whether to invest in the depositary shares. To the extent the information in this
prospectus supplement is inconsistent with the information in the accompanying prospectus, you should rely on the information in this prospectus
supplement. You should pay special attention to the "Risk Factors" section of this prospectus supplement to determine whether an investment in the
depositary shares is appropriate for you.
About Truist Financial Corporation
We are a financial holding company organized under the laws of North Carolina and headquartered in Charlotte, North Carolina. Effective
December 6, 2019, Truist Financial Corporation (previously, "BB&T Corporation") completed its previously announced merger of equals (the
"Merger") with SunTrust Banks, Inc. ("SunTrust"), pursuant to which SunTrust merged with and into BB&T Corporation, with BB&T Corporation
surviving the Merger as the surviving corporation. Also in connection with the Merger, we changed our name from "BB&T Corporation" to "Truist
Financial Corporation" and changed our ticker symbol to "TFC." Concurrently with the Merger, SunTrust Bank, a subsidiary that was wholly
owned by SunTrust, merged with and into Branch Banking and Trust Company, a subsidiary wholly owned by BB&T Corporation ("Branch
Bank"), with Branch Bank continuing as the surviving bank (the "Bank Merger"). In connection with the Bank Merger, Branch Bank changed its
name to "Truist Bank."
We conduct our business operations primarily through our commercial bank subsidiary, Truist Bank, which has offices in North Carolina,
Virginia, Florida, Georgia, South Carolina, Maryland, Kentucky, West Virginia, Texas, Alabama, Tennessee, Washington D.C., Pennsylvania, New
Jersey, Indiana, Ohio, Arkansas and Mississippi. In addition, our operations consist of several nonbank subsidiaries that offer various financial
services products. We provide a wide range of banking services to individuals, businesses and municipalities. We offer a variety of loans and lease
financing to individuals and entities primarily within our geographic footprint, including insurance premium financing, permanent commercial real
estate financing arrangements, loan servicing for third-party investors, direct consumer finance loans to individuals, credit card lending, automobile
financing and equipment financing. We also market a wide range of other services, including deposits, life insurance, property and casualty
insurance, health insurance and commercial general liability insurance on an agency basis and through a wholesale insurance brokerage operation,
merchant services, trust and retirement services, comprehensive wealth advisory services, asset management and capital markets services.
Our principal assets are all of the issued and outstanding shares of common stock of Truist Bank and investments in our other subsidiaries. As
of March 31, 2020, we had consolidated total assets of $506.2 billion, consolidated loans and leases held for investment of $319.2 billion,
consolidated deposits of $350.2 billion and consolidated shareholders' equity of $66.1 billion.
Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "TFC." Our executive offices are located at 214
North Tryon Street, Charlotte, North Carolina 28202, and our telephone number is (336) 733-2000.
We refer you to the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, as described in the
section "Where You Can Find More Information" in the accompanying prospectus, for more information about us and our businesses.
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The Offering
Issuer
Truist Financial Corporation (formerly known as BB&T Corporation)
Securities offered
1,000,000 depositary shares, each representing a 1/25th ownership interest in a share of
Preferred Stock. Each holder of a depositary share will be entitled, through the depositary,
in proportion to the applicable fraction of a share of Preferred Stock represented by such
depositary share, to all the rights and preferences of the Preferred Stock represented
thereby (including dividend, voting, redemption and liquidation rights).
We may, from time to time, elect to issue additional depositary shares representing
additional shares of the Preferred Stock and all such additional shares would be deemed to
form a single series with the Preferred Stock.
Ranking
Shares of the Preferred Stock will rank senior to our common stock, equally with our
Series D Non-Cumulative Perpetual Preferred Stock (the "Series D Preferred Stock"),
Series E Non-Cumulative Perpetual Preferred Stock (the "Series E Preferred Stock"),
Series F Non-Cumulative Perpetual Preferred Stock (the "Series F Preferred Stock"),
Series G Non-Cumulative Perpetual Preferred Stock (the "Series G Preferred Stock"),
Series H Non-Cumulative Perpetual Preferred Stock (the "Series H Preferred Stock"),
Perpetual Preferred Stock, Series I (the "Series I Preferred Stock"), Perpetual Preferred
Stock, Series J (the "Series J Preferred Stock"), Perpetual Preferred Stock, Series K (the
"Series K Preferred Stock"), Perpetual Preferred Stock, Series L (the "Series L Preferred
Stock"), Perpetual Preferred Stock, Series M (the "Series M Preferred Stock"), 4.800%
Series N Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock (the "Series N
Preferred Stock"), Series O Non-Cumulative Perpetual Preferred Stock (the "Series O
Preferred Stock") and 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual
Preferred Stock (the "Series P Preferred Stock" and, together with the Series D Preferred
Stock, the Series E Preferred Stock, the Series F Preferred Stock, the Series G Preferred
Stock, the Series H Preferred Stock, the Series I Preferred Stock, the Series J Preferred
Stock, the Series K Preferred Stock, the Series L Preferred Stock, the Series M Preferred
Stock, the Series N Preferred Stock and the Series O Preferred Stock, the "Existing
Preferred Stock") and at least equally with each other series of our preferred stock we may
issue (except for any senior series that may be issued with the requisite consent of the
holders of the Preferred Stock and all other parity stock), with respect to the payment of
dividends and distributions upon liquidation, dissolution or winding up. See "Description
of Capital Stock -- Preferred Stock" for a discussion of the Existing Preferred Stock. We
will generally be able to pay dividends and distributions upon liquidation, dissolution or
winding up only out of lawfully available assets for such payment (i.e., after taking account
of all indebtedness and other non-equity claims).
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Dividend payment dates
Semi-annually in arrears on the 1st day of March and September of each year, commencing
on March 1, 2021.
If any date on which dividends would otherwise be payable is not a business day, then the
dividend payment date will be the next succeeding business day and no additional
dividends will accrue in respect of any payment made on the next succeeding business day.
Dividends
Dividends will be payable on the Preferred Stock, when, as and if declared by our board of
directors or a duly authorized committee of the board.
Dividends will accrue on the liquidation preference amount of $25,000 per share of the
Preferred Stock (equivalent to $1,000 per depositary share) (i) from the date of original
issue to, but excluding, September 1, 2030 (the "First Reset Date") at a fixed rate per
annum of 5.100%, and (ii) from, and including, the First Reset Date, during each reset
period, at a rate per annum equal to the ten-year U.S. treasury rate as of the most recent
reset dividend determination date plus 4.349%.
A reset date means the First Reset Date and each date falling on the tenth anniversary of
the preceding reset date. Reset dates, including the First Reset Date, will not be adjusted
for business days. A reset period means the period from and including the First Reset Date
to, but excluding, the next following reset date and thereafter each period from and
including each reset date to, but excluding, the next following reset date. A reset dividend
determination date means, in respect of any reset period, the day falling three business days
prior to the beginning of such reset period.
Any dividends paid will be distributed to holders of depositary shares in the manner described under "Description of Depositary Shares --
Dividends and Other Distributions" below.
Dividends will be payable to holders of record of Preferred Stock as they appear on our
books on the applicable record date, which shall be the 15th calendar day before the
applicable dividend payment date, or such other record date, not exceeding 30 days before
the applicable dividend payment date, as shall be fixed by the board of directors or any
duly authorized committee of the board. The corresponding record dates for the depositary
shares will be the same as the record dates for the Preferred Stock.
If our board of directors or a duly authorized committee of the board has not declared a
dividend on the Preferred Stock before the dividend payment date for any dividend period,
such dividend shall not be cumulative and shall not accrue or be payable for such dividend
period, and we will have no obligation to pay dividends for such dividend period, whether
or not dividends on the Preferred Stock, parity stock, junior stock or other preferred stock
are declared for any future dividend period.
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A dividend period is the period from, and including, a dividend payment date to, but
excluding, the next dividend payment date or date of earlier redemption, if any, except that
the initial dividend period will commence on, and include, the original issue date of the
Preferred Stock and will end on, and exclude, the March 1, 2021 dividend payment date.
So long as any share of Preferred Stock remains outstanding, (1) no dividend shall be
declared or paid or set aside for payment and no distribution shall be declared or made or
set aside for payment on any junior stock (other than a dividend payable solely in junior
stock), (2) no shares of junior stock shall be repurchased, redeemed or otherwise acquired
for consideration by us, directly or indirectly (other than as a result of a reclassification of
junior stock for or into other junior stock, or the exchange or conversion of one share of
junior stock for or into another share of junior stock, and other than through the use of the
proceeds of a substantially contemporaneous sale of other shares of junior stock) nor shall
any monies be paid to or made available for a sinking fund for the redemption of any such
securities by us and (3) no shares of parity stock shall be repurchased, redeemed or
otherwise acquired for consideration by us other than pursuant to pro rata offers to
purchase all, or a pro rata portion, of the Preferred Stock and such parity stock, except by
conversion into or exchange for junior stock, during a dividend period, unless, in the case
of each of clauses (1), (2) and (3) above, the full dividends for the then-current dividend
period on all outstanding shares of Preferred Stock have been declared and paid or declared
and a sum sufficient for the payment thereof has been set aside.
When dividends are not paid in full upon the shares of Preferred Stock and any parity
stock, all dividends declared upon shares of Preferred Stock and any parity stock will be
declared on a proportional basis so that the amount of dividends declared per share will
bear to each other the same ratio that accrued dividends for the then-current dividend
period per share on Preferred Stock, and accrued dividends, including any accumulations,
on any parity stock, bear to each other.
Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or
otherwise), as may be determined by our board of directors, or a duly authorized committee
of the board, may be declared and paid on our common stock and any other securities
ranking junior to the Preferred Stock from time to time out of any assets legally available
for such payment, and the holders of the Preferred Stock or parity stock shall not be
entitled to participate in any such dividend.
Dividends on the Preferred Stock shall not be declared, paid or set aside for payment to the
extent such act would cause us to fail to comply with laws and regulations applicable
thereto, including applicable capital adequacy guidelines.
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See "Description of Preferred Stock -- Dividends" below for further information on how
dividends are calculated and paid.
Redemption
We may, at our option, redeem shares of Preferred Stock (i) in whole, or in part, during the
six-month period prior to, and including, each reset date, or (ii) in whole, but not in part, at
any time within 90 days following a regulatory capital treatment event, as described below
under "Description of Preferred Stock -- Redemption," in each case, at a redemption price
equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any declared
and unpaid dividends to, but excluding the date of redemption, without accumulation of
any undeclared dividends. If we redeem shares of the Preferred Stock, the depositary will
redeem a proportionate number of depositary shares.
Neither the holders of Preferred Stock nor holders of depositary shares will have the right
to require the redemption or repurchase of the Preferred Stock.
Under the risk-based capital rules of the Board of Governors of the Federal Reserve
System (the "Federal Reserve") applicable to bank holding companies, any redemption of
the Preferred Stock is, under current rules, subject to prior approval of the Federal Reserve.
Liquidation rights
Upon any voluntary or involuntary liquidation, dissolution or winding up of Truist
Financial Corporation, holders of shares of Preferred Stock are entitled to receive out of
assets of Truist Financial Corporation available for distribution to shareholders, before any
distribution of assets is made to holders of our common stock or of any other shares of our
stock ranking junior as to such a distribution to the Preferred Stock, a liquidating
distribution in the amount of the liquidation preference of $25,000 per share (equivalent to
$1,000 per depositary share) plus any declared and unpaid dividends, without accumulation
of any undeclared dividends. Distributions will be made (i) only to the extent of Truist
Financial Corporation's assets that are available after satisfaction of all liabilities to
creditors, (ii) subject to the rights of holders of any securities ranking senior to the
Preferred Stock and (iii) pro rata as to the Preferred Stock and any other shares of our stock
ranking equally to the Preferred Stock. Holders of the Preferred Stock will not be entitled
to any other amounts from us after they have received their full liquidating distribution. In
addition, holders of the Preferred Stock or the depositary shares may be fully subordinated
to interests held by the U.S. government in the event of a receivership, insolvency,
liquidation or similar proceeding.
Voting rights
None, except with respect to authorizing or increasing the authorized amount of senior
stock, certain changes in the terms of the Preferred Stock, and upon our non-payment of the
equivalent of six quarterly dividends (whether consecutive or not), the right, together with
holders of any other series of our preferred stock ranking equally with the Preferred Stock
with similar voting rights, to elect two additional
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directors to our board of directors. See "Description of Preferred Stock -- Voting Rights"
below. Holders of depositary shares must act through the depositary to exercise any voting
rights, as described under "Description of Depositary Shares -- Voting the Preferred
Stock" below.
Maturity
The Preferred Stock does not have a maturity date, and we are not required to redeem any
shares of the Preferred Stock. Accordingly, shares of Preferred Stock will remain
outstanding indefinitely, unless and until we decide to redeem them.
Preemptive and conversion rights
None.
Listing
Neither the Preferred Stock nor the depositary shares will be listed or displayed on any
securities exchange or interdealer market quotation system.
Tax consequences
For a discussion of the tax consequences relating to the Preferred Stock, see "Certain U.S.
Federal Income Tax Considerations" below.
Use of proceeds
We intend to use the net proceeds from the sale of the depositary shares representing
interests in the Preferred Stock for general corporate purposes, which may include the
redemption of depositary shares or purchase securities representing interests in our
preferred stock, acquisition of other companies, repurchasing outstanding shares of our
common stock, repayment of maturing obligations and refinancing of outstanding
indebtedness and extending credit to, or funding investments in, our subsidiaries. The
precise amounts and timing of our use of the net proceeds will depend upon our and our
subsidiaries' funding requirements and the availability of other funds. Pending our use of
the net proceeds from the sale of the depositary shares representing interests in the
Preferred Stock as described above, we will use the net proceeds to reduce our short-term
indebtedness or for temporary investments. See "Use of Proceeds" below.
Registrar and Depositary
Computershare Trust Company, N.A. and Computershare Inc.
Calculation Agent
We will appoint a calculation agent for the Preferred Stock prior to the reset dividend
determination date preceding the First Reset Date. We may appoint ourselves or an affiliate
of ours as calculation agent.
Conflicts of interest
Our affiliate, SunTrust Robinson Humphrey, Inc., is a member of FINRA and is
participating in the distribution of the depositary shares and therefore may be deemed to
have a "conflict of interest" with us pursuant to FINRA Rule 5121. The distribution
arrangements for this offering comply with the requirements of FINRA Rule 5121,
regarding a FINRA member firm's participation in the distribution of securities of an
affiliate. In accordance with FINRA Rule 5121, no FINRA member firm that has a conflict
of interest under FINRA Rule 5121 may make sales in this offering to any discretionary
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account without the prior approval of the customer. Our affiliates, including SunTrust
Robinson Humphrey, Inc., may use this prospectus supplement and the accompanying
prospectus in connection with offers and sales of the depositary shares in the secondary
market. These affiliates may act as principal or agent in those transactions. Secondary
market sales will be made at prices related to market prices at the time of sale.
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RISK FACTORS
An investment in the depositary shares involves certain risks. You should carefully consider the risks described below and the risk factors and
other information concerning our business included in our Annual Report on Form 10-K for the year ended December 31, 2019, as such may be
amended or updated in other reports filed by us with the SEC, including by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020
with a discussion of certain risks arising from the COVID-19 pandemic, as well as the other information included or incorporated by reference in this
prospectus supplement and the accompanying prospectus, before making an investment decision. Our business, financial condition or results of
operations could be materially adversely affected by any of these risks. The trading price of the depositary shares could decline due to any of these risks,
and you may lose all or part of your investment. This prospectus supplement also contains or incorporates by reference forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of
certain factors, including the risks faced by us described below and elsewhere in this prospectus supplement and the accompanying prospectus.
You are making an investment decision with regard to the depositary shares as well as the Preferred Stock.
As described in this prospectus supplement, we are issuing fractional interests in shares of Preferred Stock in the form of depositary shares.
Accordingly, the depositary will rely on the payments it receives on the Preferred Stock to fund all payments on the depositary shares. You should
carefully review the information in the accompanying prospectus and in this prospectus supplement regarding both of these securities.
Our ability to pay dividends on the Preferred Stock, and therefore your ability to receive distributions on the depositary shares, may be limited by
regulatory considerations and the results of operations of our subsidiaries.
We are incorporated in North Carolina and our ability to make dividend payments is subject to the laws of North Carolina. We are also a regulated
bank holding company, and we conduct substantially all of our operations through our banking and other subsidiaries. Our ability to make dividend
payments on the Preferred Stock is subject to various regulatory limitations, including limitations on our ability to receive dividends and other
distributions from our subsidiaries.
Under North Carolina law, no dividend may be made if, after giving it effect, a corporation would not be able to pay its debts as they become due
in the usual course of business, or the corporation's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if
the corporation were to be dissolved at the time of the dividend payment, to satisfy the preferential rights of shareholders whose preferential rights are
superior to those receiving the dividends.
Our ability to make dividend payments may also be restricted by federal regulations applicable to us as a bank holding company and to our
banking subsidiaries. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), as amended by the Economic Growth,
Regulatory Relief and Consumer Protection Act, requires federal banking agencies to establish more stringent risk-based capital guidelines and leverage
limits applicable to banks and bank holding companies, and especially those institutions with consolidated assets equal to or greater than $100 billion.
The federal banking agencies have approved final rules implementing the Basel Committee on Banking Supervision's regulatory capital guidelines in
the United States, including the reforms known as Basel III. The Federal Reserve's final rule sets forth the criteria for qualifying additional Tier 1 capital
instruments consistent with Basel III, including the requirement that any dividends on such instruments be paid out of the banking organization's net
income, retained earnings and surplus, if any, related to additional Tier 1 capital instruments, and introduced a capital conservation buffer requirement.
The failure to maintain the capital conservation buffer may result in limitations or restrictions on the ability of Truist Financial Corporation and our
banking subsidiaries to make capital distributions, such as the payment of dividends.
In addition, under its Comprehensive Capital Analysis and Review ("CCAR"), the Federal Reserve requires large bank holding companies,
including us, to submit periodic capital plans and to obtain non-objection or
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