April 4, 2019
Robert J. Johnson
Senior Executive Vice President, General Counsel
BB&T CORP
200 West Second Street
Winston-Salem, NC 27101
Re: BB&T CORP
Registration Statement on Form S-4
Filed March 11, 2019
File No. 333-230179
Dear Mr. Johnson:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
General
1. Please provide us supplementally with copies of any board books or
similar materials that
either RBCCM or Goldman Sachs presented to the BB&T and SunTrust boards,
respectively, in connection with their fairness opinions.
Questions and Answers
Will the value of the merger consideration change between the date of this
joint proxy
statement/prospectus...?, page 5
2. We note your disclosure that the value of the merger consideration will
fluctuate between
the date of this joint proxy statement/prospectus and the completion of
the merger based
upon the market value for BB&T common stock. Please revise your
disclosure in this
Robert J. Johnson
FirstName LastNameRobert J. Johnson
BB&T CORP
Comapany NameBB&T CORP
April 4, 2019
April 2 2019 Page 2
Page 4,
FirstName LastName
section and throughout the proxy statement/prospectus to clearly
state, if true, that there is
no minimum market value of BB&T common stock that would trigger a
potential
termination of the merger agreement.
The Merger
Background of the Merger, page 53
3. We note your disclosure that each of the board of directors of BB&T
and SunTrust have
regularly reviewed and assessed their respective strategic
opportunities. We note also that
your disclosure makes no mention of any discussions of business
combinations with any
entities other than BB&T and SunTrust. Please explain the extent to
which either BB&T
or SunTrust considered opportunities with any other companies during
this time period. If
no other companies were considered as potential merger partners,
please explain why the
parties did not expand their respective searches.
4. Please revise your disclosure to describe in more detail the
discussions regarding the
exchange ratio. We note that the parties agreed to recommend a range
between 1.28 and
1.31, but you have not addressed any prior proposals or described the
negotiations that
proceeded the agreed-upon range. For example, did the parties discuss
any options other
than an all stock merger with a fixed exchange ratio? How did Mr. King
and Mr. Rogers
decide on the range, and then subsequently the 1.295 exchange ratio?
Did either BB&T or
SunTrust propose any changes to the exchange ratio as negotiations
continued and due
diligence was conducted?
Opinion of BB&T's Financial Advisor
Selected Transactions Analysis, page 81
5. We note that the list of precedent stock-for-stock merger of equals
transactions includes
only one precedent that occurred within the past twelve years. Please
revise to explain
RBCCM's decision to expand the precedent range of the largest
stock-for-stock merger of
equals to the past twenty years, as opposed to using a more recent
time frame.
Governance of the Combined Company After the Merger
Chief Executive Officer, Chairman, President and Chief Operating Officer, page
99
6. We note your disclosure regarding the detailed succession planning and
employment
agreements for Messrs. King and Rogers, both of which include periods
of time where
they will serve as chairman and/or directors of the board of the
surviving company. We
note also that you describe the requirements of the board to nominate
these persons to
their respective positions, and the penalties if they do not do so. We
note further your
disclosure elsewhere in the proxy statement/prospectus that
shareholders will have the
right to re-elect members of the board on an annual basis. Please
revise your disclosure
here and on pages 86 and 91 to describe what will happen if
shareholders do not re-elect
either Messrs. King or Rogers to the board during the terms of their
employment
Robert J. Johnson
FirstName LastNameRobert J. Johnson
BB&T CORP
Comapany NameBB&T CORP
April 4, 2019
April 3 2019 Page 3
Page 4,
FirstName LastName
agreements. Include specific references to any relevant provisions of
their employment
agreements. Depending on your response, we may determine that Risk
Factor disclosure
is appropriate.
Unaudited Pro Forma Condensed Combined Financial Statements, page 124
7. Please add a note on the estimated merger integration costs and the
estimated cost savings
following the merger.
8. Please add a note on potential divestitures of businesses, branches,
etc. of BB&T and
SunTrust in order to obtain regulatory approval for the merger
agreement.
Note 3. Adjustments to the unaudited pro forma condensed combined balance
sheet, page 130
9. Please revise note (c) to disclose the estimated life of the loans
being acquired over which
the fair value adjustments will be recognized.
10. Please revise note (h) to disclose the estimated life of the deposits
being assumed over
which the fair value adjustment will be recognized.
11. Please revise note (i) to disclose the estimated life of the long term
debt over which the
fair value adjustment will be recognized.
Note 4. Adjustments to the unaudited pro forma condensed combined statement of
income, page
132
12. Please revise note (a) to separately disclose the elimination of the
SunTrust amortization
and the BB&T estimated amortization of the premiums and accretion of
discounts
separately.
13. Please revise note (d) to disclose the elimination of SunTrust
amortization and BB&T's
estimated amortization on acquired long-term debt separately.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Robert J. Johnson
BB&T CORP
April 4, 2019
Page 4
You may contact Marc Thomas at 202-551-3452 or Gus Rodriguez at
202-551-3752 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Michael Clampitt at 202-551-3434 with
any other
questions.
FirstName LastNameRobert J. Johnson Sincerely,
Comapany NameBB&T CORP
Division of
Corporation Finance
April 4, 2019 Page 4 Office of Financial
Services
FirstName LastName