Truist Files 8-K on Material Agreement & Capital Structure

TL;DR

**Truist just updated its capital structure and material agreements, so keep an eye on their preferred stock details.**

AI Summary

Truist Financial Corp (TFC) filed an 8-K on February 20, 2024, regarding an entry into a material definitive agreement and Regulation FD disclosure. The filing indicates the company's common stock has a $5 par value and mentions various preferred stock and depositary shares, including Series I Perpetual Preferred Stock, Series J Perpetual Preferred Stock, and Series O Noncumulative Perpetual Preferred Stock. This filing updates investors on the company's capital structure and any new material agreements.

Why It Matters

This filing provides transparency on Truist's capital structure and any new significant agreements, which can impact investor perception and the company's financial flexibility.

Risk Assessment

Risk Level: low — This 8-K is primarily an informational update on agreements and capital structure, not indicating immediate financial distress or major operational changes.

Key Numbers

• $5 — Common Stock Par Value (The par value for Truist Financial Corp's common stock.)

Key Players & Entities

• TRUIST FINANCIAL CORP (company) — Filer of the 8-K
• $5 (dollar_amount) — Par value of common stock
• February 20, 2024 (date) — Date of report and filing
• Series I Perpetual Preferred Stock (company) — Type of security mentioned
• Series J Perpetual Preferred Stock (company) — Type of security mentioned

FAQ

Key Financial Figures

• $5 — e on which registered Common Stock, $5 par value TFC New York Stock Exchan
• $15.5 b — nterprise value for Truist Insurance of $15.5 billion, and is expected to result in cas
• $10.1 b — ash proceeds to Truist of approximately $10.1 billion, reflecting certain adjustments f
• $700 million — t of a termination fee in the amount of $700 million if the Purchase Agreement is terminated

Filing Documents

• dp207007_8k.htm (8-K) — 52KB
• dp207007_ex0201.htm (EX-2.1) — 810KB
• dp207007_ex9901.htm (EX-99.1) — 25KB
• dp207007_ex9902.htm (EX-99.2) — 29KB
• image_015.jpg (GRAPHIC) — 281KB
• image_017.jpg (GRAPHIC) — 340KB
• image_018.jpg (GRAPHIC) — 429KB
• image_019.jpg (GRAPHIC) — 394KB
• image_020.jpg (GRAPHIC) — 333KB
• image_021.jpg (GRAPHIC) — 319KB
• image_022.jpg (GRAPHIC) — 47KB
• image_023.jpg (GRAPHIC) — 336KB
• image_024.jpg (GRAPHIC) — 319KB
• image_025.gif (GRAPHIC) — 124KB
• image_025.jpg (GRAPHIC) — 90KB
• 0000950103-24-002395.txt ( ) — 5514KB
• tfc-20240220.xsd (EX-101.SCH) — 5KB
• tfc-20240220_def.xml (EX-101.DEF) — 29KB
• tfc-20240220_lab.xml (EX-101.LAB) — 41KB
• tfc-20240220_pre.xml (EX-101.PRE) — 28KB
• dp207007_8k_htm.xml (XML) — 11KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On February 20, 2024, Truist Bank, a North Carolina-chartered into an Equity Interest Purchase Agreement (the "Purchase Agreement") by and among Truist, 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 ("Management Holdings II"), and Truist Insurance Holdings, LLC, a Delaware limited liability company ("Truist Insurance"), pursuant to which Truist will sell its remaining equity interests in Truist Insurance (the "Transaction") 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 is expected to result in cash proceeds to Truist 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 obligation of the parties to consummate the closing (the "Closing") is subject to the satisfaction or waiver of customary conditions, including, among other things, the receipt of applicable regulatory approvals and the expiration or termination of applicable waiting periods. The Purchase Agreement contains certain termination rights for each of Truist and the Buyer Parties, including the right of each party

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K, including any information incorporated by reference in this report, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "believe," "expect," "anticipate," "intend," "pursue," "seek," "continue," "estimate," "project," "outlook," "forecast," "potential," "target," "objective," "trend," "plan," "goal," "initiative," "priorities," or other words of comparable meaning or future-tense or conditional verbs such as "may," "will," "should," "would," or "could." In particular, forward-looking statements include, but are not limited to, statements we make about the expected cash proceeds to be received by Truist in connection with the Transaction. Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, and results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, and uncertainties could be complete, some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements include the risks and uncertainties more fully discussed in Part I, Item 1A (Risk Factors) in Truist's most recently filed Annual Report on Form 10-K and in Truist's subsequent filings with the Securities and Exchange Commission: Any forward-looking statement made by us or on our behalf

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On February 20, 2024, the Company issued a press release announcing the Transaction and will host a conference call and a webcast at 8:00 a.m on such date to discuss the Transaction. Copies of the press release and the presentation to be discussed during the conference call and webcast are attached as Exhibits 99.1 and 99.2, respectively, and each such document is incorporated by reference herein. The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing by the Company with the Securities and Exchange Commission.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 2.1 Equity Interest Purchase Agreement, dated as of February 20, 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 Press Release by Truist Financial Corporation dated February 20, 2024 99.2 Investor Presentation dated February 20, 2024 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: February 20, 2024

View Full Filing

View this 8-K filing on SEC EDGAR