Filed Pursuant to Rule 433
Registration No. 333-233483
June 2, 2021
Truist Financial Corporation
Pricing Term Sheet
June 2, 2021
Medium-Term Notes, Series G (Senior)
$1,000,000,000
1.887% Fixed-to-Floating Rate Senior Notes due June 7, 2029
Issuer | Truist Financial Corporation | |
Security | 1.887% Fixed-to-Floating Rate Senior Notes due June 7, 2029 | |
Expected Ratings* | A3/Stable (Moody’s) / A-/Positive (S&P) / A/Stable (Fitch) / AH/Stable (DBRS) | |
Currency | USD | |
Size | $1,000,000,000 | |
Security Type | SEC Registered Medium-Term Notes, Series G (Senior) | |
Trade Date | June 2, 2021 | |
Settlement Date | June 7, 2021 (T+3) | |
Maturity | June 7, 2029 | |
Fixed Rate Period | The period from, and including, the Settlement Date to, but excluding, June 7, 2028 | |
Floating Rate Period | The period from, and including, June 7, 2028 to, but excluding, the Maturity Date | |
Fixed Rate Coupon | 1.887% | |
Floating Rate Coupon | An annual floating rate equal to the Base Rate plus a spread of 0.862% per annum, payable quarterly in arrears during the Floating Rate Period | |
Base Rate | During the Floating Rate Period, SOFR (compounded daily over a quarterly Interest Period in accordance with the specific formula described in the Preliminary Pricing Supplement) | |
Floating Rate Reset Frequency | Quarterly during the Floating Rate Period | |
Payment Frequency | During the Fixed Rate Period, semiannually; during the Floating Rate Period, quarterly | |
Interest Payment Dates | With respect to the Fixed Rate Period, each June 7 and December 7, commencing December 7, 2021; with respect to the Floating Rate Period, each March 7, June 7, September 7 and December 7, commencing September 7, 2028 |
Interest Determination Dates | For the Floating Rate Period, the date two U.S. Government Securities Business Days before each Interest Payment Date | |
Interest Reset Dates | For the Floating Rate Period, each Interest Payment Date | |
Day Count Convention | During the Fixed Rate Period, 30/360; during the Floating Rate Period, Actual/360 | |
Redemption Date | Redeemable (i) in whole, but not in part, on June 7, 2028, and (ii) in whole at any time or in part from time to time, on or after April 7, 2029 | |
Redemption Terms | Redeemable at 100% of the principal amount of the notes (par), plus accrued and unpaid interest thereon to, but excluding, the date of redemption. The issuer will provide 10 to 60 calendar days’ notice of redemption to the registered holder of the notes | |
Benchmark Treasury | 1.25% US Treasury due May 31, 2028 | |
Benchmark Treasury Spot and Yield | 99-30+; 1.257% | |
Spread to Benchmark Treasury | +63 bps | |
Yield to Maturity | 1.887% | |
Price to Public | 100.000% of face amount | |
Net Proceeds (Before Expenses) to Issuer | $998,600,000 (99.860%) | |
Use of Proceeds | The issuer intends to use the net proceeds from this offering for general corporate purposes, which may include the acquisition of other companies, repurchasing outstanding shares of the issuer’s common stock, repayment of maturing obligations and refinancing of outstanding indebtedness and extending credit to, or funding investments in, the issuer’s subsidiaries | |
Denominations | $2,000 x $1,000 | |
CUSIP / ISIN | 89788MAE2 / US89788MAE21 | |
Joint Book-Running Managers | Truist Securities, Inc. BofA Securities, Inc. UBS Securities LLC | |
Co-Managers | Academy Securities, Inc. Samuel A. Ramirez & Company, Inc. |
* | Note: A securities rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating may be subject to revision or withdrawal at any time by the assigning rating organization. |
The underwriters expect to deliver the securities to purchasers on or about June 7, 2021, which will be the third business day following the date of pricing of the securities (such settlement cycle being herein referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities prior to the second business day before the delivery of the securities will be required, by virtue of the fact that the securities initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the securities who wish to trade the securities prior to the second business day before the delivery of the securities should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Truist Securities, Inc. at 1-800-685-4786 or by emailing TSIdocs@Truist.com, BofA Securities, Inc. at 800-294-1322 or UBS Securities LLC at 888-827-7275.
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