UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 8-K
_______________
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 7, 2011
Date of Report (Date of earliest event reported)
BB&T Corporation
(Exact name of registrant as specified in its charter)
_____________
Commission file number : 1-10853
| North Carolina | 56-0939887 |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
| 200 West Second Street | |
| Winston-Salem, North Carolina | 27101 |
| (Address of principal executive offices) | (Zip Code) |
(336) 733-2000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 Other Events.
On March 7, 2011, BB&T Corporation issued and sold $1,000,000,000 aggregate principal amount of its 3.20% Medium-Term Notes, Series A (Senior), due March 15, 2016 (the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-152543) filed by BB&T Corporation with the Securities and Exchange Commission. In connection with this issuance and sale, the legal opinion of Squire, Sanders & Dempsey (US) LLP as to the enforceability of the Notes is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| 5.1 | Opinion of Squire, Sanders & Dempsey (US) LLP as to the validity of the Notes. |
| 23.1 | Consent of Squire, Sanders & Dempsey (US) LLP (included on Exhibit 5.1). |
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.
| BB&T CORPORATION | ||
| (Registrant) | ||
| By: /s/ Cynthia B. Powell | ||
| Name: | Cynthia B. Powell | |
| Title: | Executive Vice President and Corporate | |
| Controller (Principal Accounting Officer) | ||
Date: March 7, 2011
EXHIBIT INDEX
Exhibit No. | Description of Exhibit |
| 5.1 | Opinion of Squire, Sanders & Dempsey (US) LLP as to the validity of the Notes. |
| 23.1 | Consent of Squire, Sanders & Dempsey (US) LLP (included on Exhibit 5.1). |