Action by Underwriters. Any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Underwriting Agreement] SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends. (i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii) (i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointlyjointly or by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Representatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Corporate Senior Vice President and Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇& CO. ▇▇▇▇▇▇ SECURITIES LLC INCORPORATED By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Managing Director SANDLER ▇▇▇▇▇▇ ▇▇’▇▇▇▇▇ & CO. LLC PARTNERS, L.P. By: SANDLER ▇’▇▇▇▇▇ & PARTNERS CORP., the sole general partner By: /s/ ▇▇▇▇▇▇ ▇▇ . ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇ . ▇▇▇▇▇▇▇▇ Title: Executive Director Principal SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇, ▇▇▇▇▇ Title: Director as Representatives & CO. /s/ ▇▇▇▇▇▇▇, Sachs & Co. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. On behalf of each of the Underwriters [Signature Page to Underwriting Agreement] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated 30,240,000 4,536,000 Sandler ▇’▇▇▇▇▇ & Partners, L.P. 30,240,000 4,536,000 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 23,760,000 3,564,000 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & Co. LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 23,760,000 3,564,000 Total: 108,000,000 16,200,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of SecuritySecurities: Depositary Shares, each representing a 1/100th interest in a share Common Stock Issue Size: 108,000,000 shares of Perpetual Preferred SunTrust’s Common Stock, Series H Number of Depositary Sharespar value $1.00 Overallotment Option: 500,000 Depositary Shares (representing an aggregate of 5,000 16,200,000 shares of Perpetual Preferred SunTrust’s Common Stock, Series H) Aggregate Liquidation Preference: par value $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. 1.00 Trade Date: November 7June 1, 2017 First 2009 Time of Delivery: November 14June 5, 20172009 Purchase Price: $1,404,000,000, 10:00 a.m. SunTrust expects that delivery of or if the Depositary Shares will be made against payment therefor on or about November 14Underwriters exercise the overallotment option in full, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. $1,614,600,000 Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Use of proceeds: Net proceeds will be used for general corporate purposes. Listing: “STI” Joint Book-Runners: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated Sandler ▇▇, Inc. ▇▇▇▇ ▇▇▇▇’▇▇▇▇▇ ▇▇▇▇& Partners, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: L.P. SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ & Co. LLC ▇.▇Co.
(a) Free Writing Prospectuses listed pursuant to Section 5(B)(a)(iii)
(b) Additional Documents Incorporated by Reference
(i) They are an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder adopted by the Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (United States) (the “PCAOB”);
(ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) audited or examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Underwriters;
(iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus and/or included in the Company’s Quarterly Report(s) on Form 10-Q covering the period(s) after the latest full fiscal year and incorporated by reference into the Prospectus as indicated in their reports thereon, copies of which have been furnished to the Underwriters; and on the basis of specified procedures including inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations;
(iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus and/or included or incorporated by reference in Item 6 of the Company’s Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the Company’s Annual Reports on Form 10-K for such fiscal years;
(v) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:
(A) (i) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company’s Quarterly Report(s) on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations, or (ii) any material modifications should be made to the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company’s Quarterly Report(s) on Form 10-Q incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles;
(B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for the most recent fiscal year;
(C) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;
(E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus) or any increase in the consolidated long term debt of the Company and its subsidiaries, or any decreases in consolidated net current assets or stockholders’ equity or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
(F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in clause (E) there were any decreases in consolidated net revenues or operating profit or the total or per share amounts of consolidated net income or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
(vii) In addition to the examination or audit referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an examination or audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference) or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement. ▇▇▇▇▇▇ Securities LLC Pursuant to Section 6(e) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:
(i) They reaffirm as of the date of the letter contemplated by this Annex I(b) all statements made in the letter contemplated by Annex I(a) above. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-ManagersIncorporated Sandler ▇’▇▇▇▇▇ & Partners, L.P. as Representatives c/o Morgan ▇▇▇▇▇▇▇ & Co. Incorporated ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Barclays Capital Inc. Citigroup Global Markets Inc. The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Sandler ▇’▇▇▇▇▇ & Partners, L.P. (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with SunTrust Banks, Inc., a Georgia corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of [—] shares (the “Shares”) of the Common Stock, par value $1.00, of the Company (the “Common Stock”). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) Free Writing Prospectuses listed pursuant transactions relating to Section 6(a)(iii)
(i) Final Term Sheetshares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Bankstransfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, Inc. including such transfers to family members or to trusts for the direct or indirect benefit of the undersigned or family members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (“SunTrust”b), each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter, (c) the exercise of an option (that expires during the Restricted Period) to purchase shares of Common Stock granted under a stock incentive or stock purchase plan of the Company described in the Prospectus or the disposition of shares of restricted stock (that vest during the Restricted Period) to the Company pursuant to the terms of any such plan only for tax withholding (it being understood that such transfers are on the books and records of the Company only and not in market transactions), or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the restricted period. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. If:
(1) during the last 17 days of the restricted period the Company issues an earnings release or materia
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Senior Vice President and Treasurer [Signature Page to Underwriting Agreement] Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page Underwriters Principal Amount of Notes to Underwriting Agreement] be Purchased SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 $ 184,168,000 Barclays Capital Inc. 37,500 Citigroup Global 184,166,000 Credit Suisse Securities (USA) LLC 184,166,000 Loop Capital Markets LLC 24,375,000 Apto Partners, LLC 24,375,000 RBC Capital Markets, LLC 24,375,000 Deutsche Bank Securities Inc. 37,500 24,375,000 Total 500,000 $ 650,000,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of SecuritySecurities: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference2.50% Senior Notes due 2019 Issue Size: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. 650,000,000 Trade Date: November 7April 24, 2017 First 2014 Time of Delivery: November 14May 1, 20172014, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Inc., Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PhoneMaturity Date: (▇▇▇) ▇▇▇May 1, 2019 Treasury Benchmark: 1.625% due March 31, 2019 Treasury Yield: 1.719% Spread to Treasury: + 80 bps Re-▇▇▇▇ Facsimileoffer Yield: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public2.519% Coupon: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)2.50%
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Action by Underwriters. Any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ Title: Senior Vice President and Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Anguel Zapeianou Name: Anguel Zapeianou Title: Managing Director By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director as Representatives of the Underwriters [Signature Page Underwriters Principal Amount of Notes to Underwriting Agreement] be Purchased SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ $ 212,500,000 Citigroup Global Markets Inc. 212,500,000 Deutsche Bank Securities LLC 106,250 Inc. 212,500,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays 212,500,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 50,000,000 RBC Capital Markets, LLC 25,000,000 UBS Securities LLC 25,000,000 Lebenthal & Co., LLC 25,000,000 ▇▇▇▇▇▇▇▇ Financial Group, Inc. 37,500 Citigroup Global Markets Inc. 37,500 25,000,000 Total 500,000 $ 1,000,000,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of SecuritySecurities: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference2.90% Senior Notes due 2021 Issue Size: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. 1,000,000,000 Trade Date: November 7February 29, 2017 First Time of Delivery2016 Settlement Date: November 14March 3, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet 2016 (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. T+3) Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Inc., Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PhoneMaturity Date: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-, ▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: 1.125% US Treasury due February 28, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇2021 Treasury Yield: 1.217% Spread to Treasury: +173 bps Re-offer Yield: 2.947% Coupon: 2.90% per annum Interest Payment Dates: Semiannually in arrears on March 3 and September 3 of each year beginning on September 3, 2016.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointlyjointly or by ▇▇▇▇▇▇▇ Sachs & Co. on behalf of the Representatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, SUNTRUST PREFERRED CAPITAL I By: SUNTRUST BANKS, INC., as Sponsor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ Title: Senior Vice President and Treasurer SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name▇▇ Title: Senior Vice President and Treasurer Accepted as of the date hereof: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & COCo. SUNTRUST CAPITAL MARKETS, INC. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Managing Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, BROTHERS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director as Representatives Senior Vice President On behalf of each of the Underwriters [Signature Page to Underwriting Agreement] SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Sachs & Co. 200,000 SunTrust Capital Markets, Inc. 106,250 ▇150,000 ▇▇▇▇▇▇ Sachs & Co. Brothers Inc. 125,000 Banc of America Securities LLC 106,250 5,000 Citigroup Global Markets Inc. 5,000 Credit Suisse Securities (USA) LLC 5,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 Inc. 5,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays Incorporated 5,000 Total: 500,000 5.853% Fixed-to-Floating Rate Normal PPS of SunTrust Preferred Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 Issuer: I, guaranteed on a subordinated basis by SunTrust Banks, Inc. (“SunTrust”Liquidation Amount $1,000 per security) Title 500,000 $1,000 per Normal PPS plus accumulated distributions, if any, from the date of Security: Depositary Sharesoriginal issuance $1,000 per Normal PPS plus accumulated distributions, each representing a 1/100th interest if any, from the date of original issuance $15 per Normal PPS Immediately available funds by wire $1,000,000 Amended and Restated Declaration of Trust, to be entered into on or before the Closing Date, among SunTrust Banks, Inc., as Sponsor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustees, and the registered holders from time to time of the PPS and the Trust Common Securities
(i) $501,000,000 of SunTrust Banks, Inc.’s Remarketable Junior Subordinated Notes due 2042, to be issued pursuant to the Indenture referred to in a share the Underwriting Agreement to which this Schedule II is attached; and (ii) 5,010 Stock Purchase Contracts pursuant to the Stock Purchase Contract Agreement between the Trust and SunTrust Banks, Inc., referred to in the Underwriting Agreement to which this Schedule II is attached, pursuant to which the Trust is obligated to purchase and SunTrust Banks, Inc. is obligated to sell 5,010 shares of SunTrust Banks, Inc.’s Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred StockB, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 liquidation preference per share of Perpetual Preferred Stockshare. October 25, Series H, equivalent to $1,000 per Depositary Share2006; 10 A.M. (New York City time) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇, Sachs & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-ManagersAttn: Barclays Capital Inc. Citigroup Global Markets Inc. Registration Department
(a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)5(B)(a)(iii):
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Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointlyjointly or by ▇▇▇▇▇▇▇, Sachs & Co. on behalf of the Representatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President and Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇, ▇▇▇▇▇ SACHS & CO. LLC By: /s/ Goldman, Sachse & Co. ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇, ▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC INCORPORATED By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Managing Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director On behalf of each of the Underwriters Underwriters Number of Securities to be Purchased ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. 8,813,559 ▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Underwriting Agreement] ▇▇▇▇▇▇▇ & Co. Incorporated 8,813,559 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 8,813,559 Credit Suisse Securities (USA) LLC 3,525,424 Citigroup Global Markets Inc. 1,762,712 Deutsche Bank Securities Inc. 1,762,712 Sandler ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 ▇▇▇▇▇▇ ▇▇’▇▇▇▇▇ & Co. LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 Partners, L.P. 1,762,712 Total: 35,254,237 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of SecuritySecurities: Depositary Shares, each representing a 1/100th interest in a share Common Stock Issue Size: 35,254,237 shares of Perpetual Preferred SunTrust’s Common Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: par value $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. 1.00 Trade Date: November 7March 18, 2017 First 2011 Time of Delivery: November 14▇▇▇▇▇ ▇▇, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Price: $28.65187 Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: ▇▇▇▇▇▇▇, Sachs & Co., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Use of proceeds: Net proceeds will be used for general corporate purposes. Listing: “STI” Joint Book-Runners: ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o Lead Manager: Credit Suisse Securities (USA) LLC Co-Managers: Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Sandler ▇’▇▇▇▇▇ & Partners, ▇.▇.
(a) Free Writing Prospectuses listed pursuant to Section 5(B)(a)(iii)
(▇) Additional Documents Incorporated by Reference
(i) They are an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder adopted by the Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (United States) (the “PCAOB”);
(ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) audited or examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Underwriters;
(iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus and/or included in the Company’s Quarterly Report(s) on Form 10-Q covering the period(s) after the latest full fiscal year and incorporated by reference into the Prospectus as indicated in their reports thereon, copies of which have been furnished to the Underwriters; and on the basis of specified procedures including inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations;
(iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus and/or included or incorporated by reference in Item 6 of the Company’s Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the Company’s Annual Reports on Form 10-K for such fiscal years;
(v) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:
(A) (i) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company’s Quarterly Report(s) on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations, or (ii) any material modifications should be made to the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company’s Quarterly Report(s) on Form 10-Q incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles;
(B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for the most recent fiscal year;
(C) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;
(E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus) or any increase in the consolidated long term debt of the Company and its subsidiaries, or any decreases in consolidated net current assets or stockholders’ equity or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
(F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in clause (E) there were any decreases in consolidated net revenues or operating profit or the total or per share amounts of consolidated net income or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
(vii) In addition to the examination or audit referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an examination or audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference) or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement. Pursuant to Section 6(e) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:
(i) They reaffirm as of the date of the letter contemplated by this Annex I(b) all statements made in the letter contemplated by Annex I(a) above. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. As Representatives of the several Underwriters c/o Goldman, ▇▇▇▇▇ & Co. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None IssuerRe: SunTrust Banks, Inc. – Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representatives (the “SunTrustRepresentatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with SunTrust Banks, Inc., a Georgia corporation (the “Company”), providing for a public offering (the “Public Offering”) of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-161712) filed with the Securities and Exchange Commission (the “SEC”) on September 3, 2009. In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date hereof and continuing to and including the date 90 days after the date of the final Prospectus covering the public offering of the Shares, the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. Notwithstanding the foregoing, the undersigned may (i) transfer the Undersigned’s Shares as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) transfer the Undersigned’s Shares to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) transfer the Undersigned’s Shares to the extent such Shares were acquired in open market transactions after the completion of the Public Offering, (iv) establish a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, provided that such plan does not provide for the transfer of the Undersigned’s Shares during the term of this Lock-Up Agreement, (v) exercise options (that expire during the term of this Lock-Up Agreement) to purchase Shares granted under a stock incentive plan or stock purchase plan of the Company described in the prospectus used in the Public Offering or transfer shares of restricted stock (that vest during the term of this Lock-Up Agreement) to the Company pursuant to the terms of any such plan for tax withholding (it being understood that such transfers are on the books and records of the Company only and not in market transactions), (vi) receive from the Co
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Action by Underwriters. Any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Corporate Treasurer [Signature Page to Underwriting Agreement] Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director Barclays Capital Inc. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Citigroup Global Markets Inc. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director as Representatives of the Underwriters [Signature Page to Underwriting Agreement] Underwriters Principal Amount of Notes to be Purchased SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 $ 200,000,000 Barclays Capital Inc. 200,000,000 Citigroup Global Markets Inc. 200,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays 200,000,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 75,000,000 RBC Capital Inc. 37,500 Citigroup Global Markets, LLC 75,000,000 Loop Capital Markets Inc. 37,500 LLC 25,000,000 The ▇▇▇▇▇▇▇▇ Capital Group, L.P. 25,000,000 Total 500,000 $ 1,000,000,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of SecuritySecurities: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference2.70% Senior Notes due 2022 Issue Size: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. 1,000,000,000 Trade Date: November 728, 2017 First Time of Delivery2016 Settlement Date: November 14December 1, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet 2016 (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. T+3) Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Inc., Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PhoneMaturity Date: January 27, 2022 Treasury Benchmark: 1.750% US Treasury due November 30, 2021 Treasury Yield: 1.796% Spread to Treasury: +93 bps Re-offer Yield: 2.726% Coupon: 2.70% per annum Interest Payment Dates: Semiannually in arrears on January 27 and July 27 of each year beginning on July 27, 2017 (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇long first coupon).▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)
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Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives Representative shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. jointly or on behalf of the Representatives by SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director Senior Vice President Accepted as of the date hereof: SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Director ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Underwriting Agreement] SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 $ 212,500,000 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 212,500,000 Banc of America Securities LLC 106,250 12,500,000 ▇▇▇▇▇▇▇, Sachs & Co. 12,500,000 ▇▇▇▇▇▇ Brothers Inc. 12,500,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated 12,500,000 Sandler ▇’▇▇▇▇▇ & Partners, L.P. 12,500,000 UBS Securities LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 12,500,000 Total 500,000 $ 500,000,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) ). Title of SecuritySecurities: Depositary SharesSunTrust Banks, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary SharesInc. 6.000% Fixed Rate Senior Notes Ratings: 500,000 Depositary Shares Aa3 / A+ / A+ (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H▇▇▇▇▇’▇ / S&P / Fitch) Aggregate Liquidation PreferenceIssue Size: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7September 5, 2017 First 2007 Time of Delivery: November 14September 10, 2017, 2007: 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Inc., Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PhoneMaturity Date: (▇▇▇) ▇▇▇September 11, 2017 Treasury Benchmark: 4.750% due August 15, 2017 Treasury Yield: 4.471 % Spread to Treasury: + 153 bps Re-▇▇▇▇ Facsimileoffer Yield: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price 6.001% Coupon: 6.000% Interest Payment Dates: September 11 and March 11 of each year, commencing March 11, 2008 Business Day: New York and Atlanta Day Count: 30 / 360 Redemption: The notes will not be subject to redemption at SunTrust’s option or repayment at the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) option of the holder at any time prior to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇maturity.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointlyjointly or by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. on behalf of the Representatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, SUNTRUST CAPITAL VIII By: SUNTRUST BANKS, INC., as Sponsor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ Title: Senior Vice President and Treasurer SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ . ▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇, ▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ NameTitle: Senior Vice President and Treasurer Accepted as of the date hereof: /s/ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. & Co. (▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ , Sachs & COCo.) SUNTRUST CAPITAL MARKETS, INC. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Managing Director SUNTRUST ▇▇▇▇CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: , ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ . Title: Managing Director as Representatives On behalf of each of the Underwriters [Signature Page to Underwriting Agreement] SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇▇▇▇▇▇ Sachs & Co. 325,000 SunTrust Capital Markets, Inc. 275,000 Citigroup Global Markets Inc. 250,000 Credit Suisse Securities (USA) LLC 106,250 50,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 Inc. 50,000 Sandler ▇▇▇▇▇▇ ▇▇’▇▇▇▇▇ & Co. LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 IssuerPartners, L.P. 50,000 Total: SunTrust Banks, Inc. (“SunTrust”) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)1,000,000
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointlyjointly or by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Representatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, SUNTRUST CAPITAL IX By: SUNTRUST BANKS, INC. ., as Sponsor By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & COSenior Vice President SUNTRUST BANKS, INC. LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director Senior Vice President Accepted as of the date hereof: ▇.▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: Yurij Slyz Title: Vice President SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ SECURITIES LLC Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. Vice President UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Executive Director Debt Capital Markets By: /s/ ▇▇▇▇▇▇ ▇. Beacon Name: ▇▇▇▇▇▇ ▇. Beacon Title: Associate Director On behalf of each of the Underwriters ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Underwriting Agreement] & Co. Incorporated 4,263,750 639,563 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 1,320,000 198,000 Citigroup Global Markets Inc. 4,263,750 639,563 UBS Securities LLC 4,263,750 639,562 ▇▇▇▇▇▇▇ Sachs Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 4,263,750 639,562 Banc of America Securities LLC 1,320,000 198,000 Sandler ▇’▇▇▇▇▇ & Partners, L.P. 240,000 36,000 Bear ▇▇▇▇▇▇▇ & Co. Inc. 240,000 36,000 Credit Suisse Securities (USA) LLC 106,250 240,000 36,000 Deutsche Bank Securities Inc. 240,000 36,000 ▇▇▇▇▇▇ Brothers Inc. 240,000 36,000 Barclays Capital Inc. 135,000 20,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. 135,000 20,250 Fidelity Capital Markets 135,000 20,250 HSBC Securities (USA) Inc. 135,000 20,250 ▇.▇. ▇▇▇▇▇▇▇ & Co. 135,000 20,250 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 135,000 20,250 ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. 135,000 20,250 Pershing LLC 135,000 20,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. 135,000 20,250 RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. 135,000 20,250 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated 135,000 20,250 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 135,000 20,250 ▇▇▇▇▇ Fargo Securities, LLC 135,000 20,250 BB&T Capital Markets 45,000 6,750 Boenning & Scattergood, Inc. 45,000 6,750 ▇.▇. ▇▇▇▇ & Associates, Inc 45,000 6,750 City Securities Corporation 45,000 6,750 Crews & Associates, Inc. 45,000 6,750 ▇.▇. ▇▇▇▇▇▇▇▇ & Co. 45,000 6,750 ▇▇▇▇▇▇▇▇▇ & Company LLC 106,250 45,000 6,750 E* Trade Securities Inc. 45,000 6,750 Ferris, Baker, ▇▇▇▇▇ Inc. 45,000 6,750 Fifth Third Securities, Inc. 45,000 6,750 Fixed Income Securities, LP 45,000 6,750 H&R Block Financial Advisors, Inc. 45,000 6,750 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, Inc. 45,000 6,750 ▇▇▇▇▇▇▇▇ & Co. 45,000 6,750 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 45,000 6,750 KeyBanc Capital Markets 45,000 6,750 ▇▇▇▇▇▇, ▇▇▇▇▇ & Co. Inc. 45,000 6,750 Mesirow Financial, Inc. 45,000 6,750 ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. 45,000 6,750 NatCity Investments, Inc. 45,000 6,750 ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. 45,000 6,750 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. 45,000 6,750 Strene, ▇▇▇▇ & ▇▇▇▇▇, Inc. 45,000 6,750 Stone & ▇▇▇▇▇▇▇▇▇ LLC 106,250 Barclays 45,000 6,750 Synovus Securities, Inc. 45,000 6,750 TD Waterhouse Investor Services, Inc. 45,000 6,750 ▇▇▇▇▇▇-▇▇▇▇▇▇ IBG, Limited Partnership 45,000 6,750 Wedbush ▇▇▇▇▇▇ Securities Inc. 45,000 6,750 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. 45,000 6,750 ▇▇▇▇▇▇▇ Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 IssuerGroup 45,000 6,750 Total: 24,000,000 3,600,000 7.875% Trust Preferred Securities of SunTrust Capital IX, guaranteed on a subordinated basis by SunTrust Banks, Inc. (“SunTrust”Liquidation Amount $25 per security) Title of Security: Depositary Shares24,000,000 $25 per Trust Preferred Security plus accumulated distributions, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934original issuance $25 per Trust Preferred Security plus accumulated distributions, as amendedif any, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on from the date of pricing original issuance Retail: $0.7875 per Trust Preferred Security Institutional: $0.50 per Trust Preferred Security 3,600,000 Optional Trust Preferred Securities Immediately available funds by wire $10,000 Second Amended and Restated Declaration of Trust, to be entered into on or either before the Closing Date, among SunTrust Banks, Inc., as Sponsor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇, as Administrative Trustees, and the registered holders from time to time of the two business days after such date will be requiredTrust Preferred Securities and the Trust Common Securities $600,010,000 of SunTrust Banks, by virtue of the fact that the Depositary Shares will settle in five business daysInc.’s Junior Subordinated Notes, to specify an alternative settlement cycle at be issued pursuant to the time of any such trade Indenture referred to prevent a failed settlementin the Underwriting Agreement to which this Schedule II is attached. Such purchasers should consult their own advisors in this regard. Location of Closing: March 4, 2008; 10 A.M. (New York City time) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. Incorporated ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)5(B)(a)(iii):
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Treasurer [Signature Page to Underwriting Agreement] Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director as Representatives of the Underwriters [Signature Page to Underwriting Agreement] Credit Suisse Securities (USA) LLC 159,375 ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. 159,375 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 159,375 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 159,375 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. 56,250 RBC Capital Markets, LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 56,250 Total 500,000 750,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H G Number of Depositary Shares: 500,000 750,000 Depositary Shares (representing an aggregate of 5,000 7,500 shares of Perpetual Preferred Stock, Series HG) Aggregate Liquidation Preference: $500,000,000 750,000,000 ($100,000 per share of Perpetual Preferred Stock, Series HG, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14May 2, 2017 to, but excluding, December June 15, 20272022, at a rate of 5.1255.05% per annum, and from and including December June 15, 2027 2022 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.7863.102% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing December 15, 2017 and ending June 15, 2018 and ending December 15, 2027 2022 and, from and including December June 15, 20272022, the 15th day of March, June, September and December each year, beginning March September 15, 20282022. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
. Redemption: (i) On any Dividend Payment Date occurring on or after December June 15, 20272022, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series HG, the creation of shares ranking senior to the Perpetual Preferred Stock, Series HG, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7April 27, 2017 First Time of Delivery: November 14May 2, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares 742,500,000 CUSIP/ISIN: 867914 BP7 BN2 / US867914BP72 US867914BN25 Joint Book-Runners: Credit Suisse Securities (USA) LLC ▇▇▇▇▇▇▇, Sachs & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Co-Managers: ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. RBC Capital Markets, LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7April 27, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President & Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇, SACHS & CO. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Yurij Slyz Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Yurij Slyz Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Underwriting Agreement] ▇▇▇▇▇▇▇, Sachs & Co. 141,664 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 141,664 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 141,664 Citigroup Global Markets Inc. 18,752 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. 18,752 RBC Capital Markets, LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 18,752 UBS Securities LLC 18,752 Total 500,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H F Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series HF) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series HF, equivalent to $1,000 per Depositary Share) Share Dividend Rate: From November 147, 2017 2014 to, but excluding, December 15, 20272019, at a rate of 5.1255.625% per annum, and from and including December 15, 2027 2019 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.7863.86% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 2015 and ending December 15, 2027 2019 and, from and including December 15, 20272019, the 15th day of March, June, September and December each year, beginning March 15, 20282020. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 20272019, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series HF, the creation of shares ranking senior to the Perpetual Preferred Stock, Series HF, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 74, 2017 2014 First Time of Delivery: November 147, 20172014, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇, Sachs & Co. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Prospectus Department Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇-▇▇@▇▇.▇▇▇▇▇.▇▇.▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 BJ1 / US867914BP72 US867914BJ13 Joint Book-Runners: ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Co-Managers: Citigroup Global Markets Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. RBC Capital Markets, LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. UBS Securities LLC
(a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 74, 20172014, prepared and filed pursuant to Section 5(a) )
(b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives Representative shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointlyRepresentative. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. Fifth Third Bancorp By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Corporate Treasurer Executive Vice President and Chief Financial Officer SERIES G PREFERRED STOCK – UNDERWRITING AGREEMENT Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS ▇, Sachs & CO. LLC Co. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇, ▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇(▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director as Representatives & Co.) On behalf of each of the Underwriters [Signature Page to Underwriting Agreement] SunTrust ▇▇▇▇▇▇▇▇ ▇SERIES G PREFERRED STOCK – UNDERWRITING AGREEMENT ▇▇▇▇▇▇▇, Inc. 106,250 Sachs & Co. 5,000,000 750,000 Credit Suisse Securities (USA) LLC 2,300,000 345,000 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 Issuer: SunTrust BanksLynch, Inc. (“SunTrust”) Title of Security: Depositary SharesPierce, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 2,300,000 345,000 Fifth Third Securities, Inc. 400,000 60,000 Address of Representative: ▇▇▇▇ LLP▇▇▇▇, ▇Sachs & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for NoticesAttn: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. Registration Department
(a) Issuer Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)Prospectuses
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Senior Vice President and Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. Title: Managing Director ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director Vice President [Signature Page to Underwriting Agreement] ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Head of Americas IG Capital Markets SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ Grumbowski Name: ▇▇▇▇▇ Grumbowski Title: Director UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Underwriting AgreementAgreement (cont.)] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 2,880,000 320,000 Citigroup Global Markets Inc. 2,880,000 320,000 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 2,880,000 320,000 UBS Securities LLC 2,880,000 320,000 ▇▇▇▇▇▇▇, Sachs & Co. 1,530,000 170,000 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 1,530,000 170,000 Sandler ▇▇’▇▇▇▇▇ Sachs & Co. Partners, L.P. 810,000 90,000 Barclays Capital Inc. 270,000 30,000 Credit Suisse Securities (USA) LLC 106,250 ▇.▇. ▇▇▇▇▇▇ 270,000 30,000 Deutsche Bank Securities Inc. 270,000 30,000 BNY Mellon Capital Markets, LLC 106,250 135,000 15,000 HRC Investment Services, Inc. 135,000 15,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 135,000 15,000 ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. 135,000 15,000 RBC Capital Markets, LLC 106,250 Barclays 135,000 15,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated 135,000 15,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 135,000 15,000 Advisors Asset Management Inc. 45,000 5,000 BB&T Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 Issuer: SunTrust Banks45,000 5,000 ▇. ▇. ▇▇▇▇ & Associates, Inc. (“SunTrust”) Title of Security: Depositary Shares45,000 5,000 City Securities Corporation 45,000 5,000 Comerica Securities, each representing a 1/100th interest in a share of Perpetual Preferred StockInc. 45,000 5,000 ▇.▇. ▇▇▇▇▇▇▇▇ & Co. 45,000 5,000 ▇▇▇▇▇▇▇▇▇ & Company LLC 45,000 5,000 J.J.B. ▇▇▇▇▇▇▇▇, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of ▇.▇. ▇▇▇▇▇, LLC 45,000 5,000 shares of Perpetual Preferred Stock▇▇▇▇▇, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇45,000 5,000 Maxim Groum LLC 45,000 5,000 Mesirow Financial, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇45,000 5,000 ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇& Associates Inc. 45,000 5,000 Southwest Securities Inc. 45,000 5,000 Sterne, Agee & ▇▇▇▇▇, Inc. 45,000 5,000 Stockcross Financial Services, Inc. 45,000 5,000 Synovus Securities, Inc. 45,000 5,000 Wedbush ▇▇▇▇▇▇ Securities Inc. 45,000 5,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ Company, L.L.C. 45,000 5,000 ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Group 45,000 5,000 Total 18,000,000 2,000,000 Issuer: SunTrust Banks, Inc. (“SunTrust”)
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director as Representatives of the Underwriters [Signature Page Underwriters Principal Amount of Notes to Underwriting Agreement] be Purchased SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 $ 180,625,000 Barclays Capital Inc. 180,625,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays 180,625,000 RBC Capital Inc. 37,500 Markets, LLC 180,625,000 Citigroup Global Markets Inc. 37,500 51,000,000 ▇. ▇▇▇▇▇▇▇ & Co., Inc. 25,500,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. 25,500,000 The ▇▇▇▇▇▇▇▇ Capital Group, L.P. 25,500,000 Total 500,000 $ 850,000,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of SecuritySecurities: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference4.00% Senior Notes due 2025 Issue Size: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. 850,000,000 Trade Date: November 7April 24, 2017 First Time of Delivery2018 Settlement Date: November 14April 26, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet 2018 (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. T+2) Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Inc., Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PhoneMaturity Date: May 1, 2025 Benchmark Treasury: 2.625% US Treasury due March 31, 2025 Benchmark Treasury Yield: 2.941% Spread to Benchmark Treasury: +108 bps Re-offer Yield: 4.021% Coupon: 4.00% per annum Interest Payment Dates: Semiannually in arrears on May 1 and November 1 of each year beginning on November 1, 2018 (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇long first coupon).▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointlyRepresentatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four five counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. FIFTH THIRD BANCORP By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. ByVice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Underwriting Agreement] SunTrust ▇▇▇▇▇▇▇, SACHS & CO. By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. Title: Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Credit Suisse Securities (USA) LLC 106,250 $ 176,250,000 ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. $ 176,250,000 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated $ 176,250,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Incorporated $ 176,250,000 Fifth Third Securities, Inc $ 45,000,000 Total 500,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)$ 750,000,000
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Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointlyjointly or by SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. on behalf of the Representatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Senior Vice President and Treasurer [Signature Page to Senior Debt Underwriting Agreement] Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. Grumbowski Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. Grumbowski Title: Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Senior Debt Underwriting Agreement] Underwriters Principal Amount of Notes to be Purchased SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 $ 300,000,000 Credit Suisse Securities (USA) LLC $ 300,000,000 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 Issuer: SunTrust BanksCompany, Inc. (“SunTrust”) Title of Security: Depositary Shares$ 45,000,000 ▇▇▇▇▇, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇Inc. $ 45,000,000 Loop Capital Markets LLC $ 20,000,000 RBS Securities Inc. $ 20,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Company, Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None $ 20,000,000 Total $ 750,000,000 Issuer: SunTrust Banks, Inc. (“SunTrust”)
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointlyRepresentatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four five counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. FIFTH THIRD BANCORP By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. ByVice President and Chief Financial Officer FITB Sub Debt 2008 – Underwriting Agreement Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Underwriting Agreement] SunTrust ▇▇▇▇▇▇▇, SACHS & CO. By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. Title: Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each of the Underwriters FITB Sub Debt 2008 – Underwriting Agreement Credit Suisse Securities (USA) LLC 106,250 $ 235,000,000 ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. $ 235,000,000 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated $ 235,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 Issuer: SunTrust BanksIncorporated $ 235,000,000 Fifth Third Securities, Inc. $ 60,000,000 Total $ 1,000,000,000 8.25% Subordinated Notes due 2038 (the “SunTrustSecurities”) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of $1,000,000,000 $5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price integral multiples of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)excess thereof
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointlyRepresentatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, SUNTRUST BANKSFIFTH THIRD CAPITAL TRUST VII By: FIFTH THIRD BANCORP, INC. as Sponsor By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Corporate Treasurer FIFTH THIRD BANCORP By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer FITB CAPITAL TRUST VII – UNDERWRITING AGREEMENT Accepted as of the date hereof: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SACHS & CO. INCORPORATED By: /s/ YURIJ SLYZ Name: Yurij Slyz Title: VP CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Executive Director Debt Capital Markets By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Director UBS Investment Bank FITB CAPITAL TRUST VII – UNDERWRITING AGREEMENT WACHOVIA CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director Vice President On behalf of each of the Underwriters FITB CAPITAL TRUST VII – UNDERWRITING AGREEMENT ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ Co. Incorporated 2,366,000 338,000 Citigroup Global Markets Inc. 2,366,000 338,000 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ Name: & ▇▇▇▇▇ Incorporated 2,366,000 338,000 UBS Securities LLC 2,366,000 338,000 Wachovia Capital Markets, LLC 2,366,000 338,000 Fifth Third Securities, Inc. 420,000 60,000 Banc of America Securities LLC 140,000 20,000 Barclays Capital Inc. 140,000 20,000 Credit Suisse Securities (USA) LLC 140,000 20,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Director SUNTRUST & Co. Incorporated 61,250 8,750 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Van, INC. By: /s/ LLC 61,250 8,750 Fidelity Capital Markets, a division of National Financial Services LLC 61,250 8,750 H&R Block Financial Advisors, Inc. 61,250 8,750 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ LLC 61,250 8,750 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 61,250 8,750 ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. 61,250 8,750 ▇▇▇▇▇▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Underwriting Agreement] SunTrust & Co. Inc. 61,250 8,750 RBC Capital Markets Corporation 61,250 8,750 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Co., Inc. 61,250 8,750 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. 61,250 8,750 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. 61,250 8,750 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 61,250 8,750 ▇▇▇▇▇ Fargo Securities, LLC 61,250 8,750 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. 26,250 3,750 City Securities Corporation 26,250 3,750 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. 26,250 3,750 ▇.▇. ▇▇▇▇▇▇▇▇ & Co. 26,250 3,750 ▇▇▇▇▇▇▇▇▇ & Company LLC 26,250 3,750 E*TRADE Securities LLC 26,250 3,750 ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Incorporated 26,250 3,750 Fixed Income Securities, LP 26,250 3,750 HSBC Securities (USA) Inc. 26,250 3,750 ▇.▇. ▇▇▇▇▇▇▇ & Co. 26,250 3,750 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, Inc. 26,250 3,750 ▇▇▇▇▇▇▇▇▇ & Company, Inc. 26,250 3,750 Mesirow Financial, Inc. 26,250 3,750 Pershing LLC 26,250 3,750 ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. 26,250 3,750 Sterne, Agee & ▇▇▇▇▇, Inc. 26,250 3,750 ▇▇▇▇▇▇-▇▇▇▇▇▇ IBG, Limited Partnership 26,250 3,750 Wedbush ▇▇▇▇▇▇ Securities Inc. 26,250 3,750 8.875% Trust Preferred Securities of Fifth Third Capital Trust VII, guaranteed on a subordinated basis by Fifth Third Bancorp (Liquidation Amount $25 per security) 14,000,000 Trust Preferred Securities $25 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Retail: $25 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Institutional: $25 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Retail: $0.7875 per Trust Preferred Security Institutional: $0.50 per Trust Preferred Security 2,000,000 Optional Trust Preferred Securities Immediately available funds by wire $10,000 Amended and Restated Declaration of Trust, to be entered into on or before the Closing Date, among Fifth Third Bancorp, as Sponsor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annumas Administrative Trustees, and the registered holders from time to time of the Trust Preferred Securities and including December 15the Trust Common Securities $350,000,000 of Fifth Third Bancorp’s 8.875% Junior Subordinated Notes due 2068, 2027 until to be issued pursuant to the redemption date (if any) at a floating rate equal Indenture referred to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement)Underwriting Agreement to which this Schedule II is attached. May 6, at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet 2008; 9:00 A.M. (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: New York City time) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. Incorporated ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(a) Free Writing Prospectuses listed pursuant Listed Pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)5(B)(a)(iii):
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Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointlyRepresentatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. FIFTH THIRD CAPITAL TRUST VI By: /s/ FIFTH THIRD BANCORP, as Sponsor By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Treasurer FIFTH THIRD BANCORP By: /S/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Director Chief Financial Officer and Executive Vice President FITB CAPITAL TRUST VI – UNDERWRITING AGREEMENT Accepted as Representatives of the Underwriters [Signature Page to Underwriting Agreement] SunTrust date hereof: UBS SECURITIES LLC By /S/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Executive Director Debt Capital Markets By /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇ Name: Executive Director Title: UBS Investment Bank ▇▇▇▇▇▇▇ Sachs LYNCH, PIERCE, ▇▇▇▇▇▇ & Co. LLC 106,250 ▇.▇▇▇▇ INCORPORATED By /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director CITIGROUP GLOBAL MARKETS INC. By /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Title: Managing Director On behalf of each of the Underwriters FITB CAPITAL TRUST VI – UNDERWRITING AGREEMENT Citigroup Global Markets Inc. 5,025,000 753,750 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 5,025,000 753,750 UBS Securities LLC 106,250 5,025,000 753,750 Fifth Third Securities, Inc. 1,500,000 225,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated 5,025,000 753,750 Wachovia Capital Markets, LLC 106,250 Barclays Capital 5,025,000 753,750 Banc of America Securities LLC 300,000 45,000 Bear, ▇▇▇▇▇▇▇ & Co. Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 Issuer: SunTrust Banks300,000 45,000 Credit Suisse Securities (USA) LLC 300,000 45,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated 125,000 18,750 H&R Block Financial Advisors, Inc. (“SunTrust”) Title 125,000 18,750 Fidelity Capital Markets, a division of Security: Depositary SharesNational Financial Services LLC 125,000 18,750 J.J.B. ▇▇▇▇▇▇▇▇, each representing a 1/100th interest in a share of Perpetual Preferred Stock▇.▇. ▇▇▇▇▇, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred StockInc. 125,000 18,750 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 125,000 18,750 ▇▇▇▇▇, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 125,000 18,750 ▇▇▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇& Co. Inc. 125,000 18,750 RBC ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Inc. 125,000 18,750 ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇& Associates, Inc. 125,000 18,750 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Co., Inc. c/o SunTrust 125,000 18,750 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, ▇▇ Incorporated 125,000 18,750 ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Fargo Securities, Inc. LLC 125,000 18,750 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. 37,500 5,625 City Securities Corporation 37,500 5,625 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. LLC 37,500 5,625 ▇.▇. ▇▇▇▇▇▇▇▇ & Co. 37,500 5,625 ▇▇▇▇▇▇▇▇▇ & Company LLC 37,500 5,625 E*TRADE Securities LLC 37,500 5,625 ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Incorporated 37,500 5,625 Fixed Income Securities, LP 37,500 5,625 HSBC Securities (USA) Inc. 37,500 5,625 ▇.▇. ▇▇▇▇▇▇▇ & Co. 37,500 5,625 ▇▇▇▇▇▇▇▇▇ & Company, Inc. 37,500 5,625 KeyBanc Capital Markets Inc. 37,500 5,625 ▇. ▇. ▇▇▇▇ & Associates, Inc. 37,500 5,625 Maxim Group LLC 37,500 5,625 Mesirow Financial, Inc. 37,500 5,625 ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. 37,500 5,625 Pershing LLC 37,500 5,625 SBK-▇▇▇▇▇▇ Investments Corp 37,500 5,625 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust BanksCo., Inc. (“SunTrust”)37,500 5,625 Sterne, Agee & ▇▇▇▇▇, Inc. 37,500 5,625 Stone & ▇▇▇▇▇▇▇▇▇ LLC 37,500 5,625 Synovus Securities, Inc. 37,500 5,625 TD Ameritrade, Inc. 37,500 5,625 ▇▇▇▇▇▇-▇▇▇▇▇▇ IBG, Limited Partnership 37,500 5,625 Wedbush ▇▇▇▇▇▇ Securities Inc. 37,500 5,625 ▇.▇. ▇▇▇▇▇▇▇ and Company 37,500 5,625 Total 30,000,000 4,500,000
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Action by Underwriters. Any action under this Agreement taken by the Representatives Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. jointly or on behalf of the Representatives by SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ . ▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇, ▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC BySenior Vice President and Treasurer Accepted as of the date hereof: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ C. Victor Manny Name: C. Victor Manny Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & CO. INCORPORATED By: /s/ Yurij Zlyz Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Yurij Zlyz Title: Director Vice President as Representatives of the Underwriters [Signature Page to Underwriting Agreement] SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 $ 212,500,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated 212,500,000 Banc of America Securities LLC 106,250 Barclays Capital Inc. 37,500 12,500,000 BNP Paribas Securities Corp. 12,500,000 Citigroup Global Markets Inc. 37,500 Total 500,000 Issuer: SunTrust Banks, Inc. 12,500,000 Credit Suisse Securities (“SunTrust”USA) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: November 7, 2017 First Time of Delivery: November 14, 2017, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: LLC 12,500,000 ▇▇▇▇▇▇▇, Sachs & Co. 12,500,000 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None 12,500,000 Total $ 500,000,000 Issuer: SunTrust Banks, Inc. (“SunTrust”)
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Action by Underwriters. Any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Senior Vice President and Treasurer [Signature Page to Underwriting Agreement] Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇ Title: Director BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President as Representatives of the Underwriters [Signature Page to Underwriting Agreement] Underwriters Principal Amount of Notes to be Purchased SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 $ 212,480,000 Barclays Capital Inc. 212,480,000 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇, ▇▇▇▇▇ Securities LLC 106,250 & Co. 212,480,000 Citigroup Global Markets Inc. 28,140,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays Capital 28,140,000 ▇▇▇▇▇▇▇▇ Financial Group, Inc. 37,500 Citigroup Global Markets 28,140,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. 37,500 28,140,000 Total 500,000 $ 750,000,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of SecuritySecurities: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference2.35% Senior Notes due 2018 Issue Size: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.
(i) On any Dividend Payment Date occurring on or after December 15, 2027, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series H, the creation of shares ranking senior to the Perpetual Preferred Stock, Series H, in the case of certain dividend non-payments, and as may otherwise be required by law. 750,000,000 Trade Date: November 7October 22, 2017 First 2013 Time of Delivery: November 14October 25, 20172013, 10:00 a.m. SunTrust expects that delivery of the Depositary Shares will be made against payment therefor on or about November 14, 2017, which will be the fifth business day following the date of this term sheet (such settlement being referred to as “T+5”). 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or either of the two business days after such date will be required, by virtue of the fact that the Depositary Shares will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard. Location of Closing: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Address for Notices: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. c/o SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Inc., Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PhoneMaturity Date: (▇▇▇) ▇▇▇November 1, 2018 Treasury Benchmark: 1.375% due September 30, 2018 Treasury Yield: 1.288% Spread to Treasury: + 108 bps Re-▇▇▇▇ Facsimileoffer Yield: (▇▇▇) ▇▇▇-▇▇▇▇ Initial Offering Price to the Public2.368% Coupon: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $495,000,000 Depositary Shares CUSIP/ISIN: 867914 BP7 / US867914BP72 Joint Book-Runners: SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: Barclays Capital Inc. Citigroup Global Markets Inc. (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)
(i) Final Term Sheet, dated November 7, 2017, prepared and filed pursuant to Section 5(a) (b) Additional Documents Incorporated by Reference: None Issuer: SunTrust Banks, Inc. (“SunTrust”)2.35%
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