Filed Pursuant to Rule 433
Registration No. 333-197375
March 16, 2017
BB&T Corporation
Pricing Term Sheet
March 16, 2017
Medium-Term Notes, Series E (Senior)
$1,000,000,000
2.750% Senior Notes due April 1, 2022
| Issuer |
BB&T Corporation | |
| Security |
2.750% Senior Notes due April 1, 2022 | |
| Ratings |
A2 (Moody’s) / A- (S&P) / A+ (Fitch) / AH (DBRS) | |
| Currency |
USD | |
| Size |
$1,000,000,000 | |
| Security Type |
SEC Registered Medium-Term Notes, Series E (Senior) | |
| Maturity |
April 1, 2022 | |
| Coupon |
2.750% | |
| Payment Frequency |
Semi-Annually | |
| Day Count Convention |
30/360 | |
| Redemption Date |
March 1, 2022 | |
| Redemption Terms |
Redeemable in whole or in part on or after the Redemption Date at 100% of the principal amount of the notes (par), plus accrued and unpaid interest thereon to, but excluding, the date of redemption. BB&T Corporation shall provide 10 to 60 calendar days’ notice of redemption to the registered holder of the Senior Notes. | |
| Benchmark Treasury |
1.875% US Treasury due February 28, 2022 | |
| Spread to Benchmark Treasury |
+75 bps | |
| Benchmark Treasury Spot and Yield |
99-07 1⁄4; 2.040% | |
| Price to Public |
99.813% of face amount | |
| Proceeds (Before Expenses) to Issuer |
$996,730,000 (99.673%) | |
| Interest Payment Dates |
April 1 and October 1 of each year, commencing October 1, 2017 | |
| Trade Date |
March 16, 2017 | |
| Settlement Date |
March 21, 2017 (T+3) | |
| Denominations |
$2,000 x $1,000 | |
| CUSIP / ISIN |
05531FAX1 / US05531FAX15 | |
| Joint Bookrunners |
BB&T Capital Markets, a division of BB&T Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. Morgan Stanley & Co. LLC | |
| Co-Managers |
Mischler Financial Group, Inc. The Williams Capital Group, L.P. | |
Note: A securities rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating may be subject to revision or withdrawal at any time by the assigning rating organization.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BB&T Capital Markets, a division of BB&T Securities, LLC toll-free at (844) 499-2713, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800) 294-1322, Goldman, Sachs & Co. toll-free at (866) 471-2526 or Morgan Stanley & Co. LLC toll-free at (866) 718-1649.