Filed Pursuant to Rule 433
Registration No. 333-219092
March 11, 2019
BB&T Corporation
Pricing Term Sheet
March 11, 2019
Medium-Term Notes, Series H (Subordinated)
$650,000,000
3.875% Subordinated Notes due March 19, 2029
| Issuer | BB&T Corporation | |
| Security | 3.875% Subordinated Notes due March 19, 2029 | |
| Ratings (Outlook) | A2/Under Review for Downgrade (Moody’s) / BBB+/Stable (S&P) / A/Stable (Fitch) / A/Positive (DBRS) | |
| Currency | USD | |
| Size | $650,000,000 | |
| Security Type | SEC Registered Medium-Term Notes, Series H (Subordinated) | |
| Maturity | March 19, 2029 | |
| Coupon | 3.875% | |
| Payment Frequency | Semi-Annually | |
| Day Count Convention | 30/360 | |
| Redemption Date | February 16, 2029 | |
| 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. The issuer shall provide 10 to 60 calendar days’ notice of redemption to the registered holder of the notes. | |
| Benchmark Treasury | 2.625% US Treasury due February 15, 2029 | |
| Spread to Benchmark Treasury | +125 bps | |
| Benchmark Treasury Spot and Yield | 99-28+; 2.637% | |
| Price to Public | 99.901% of face amount | |
| Proceeds (Before Expenses) to Issuer | $647,796,500 (99.661%) | |
| Interest Payment Dates | March 19 and September 19 of each year, commencing September 19, 2019 | |
| Trade Date | March 11, 2019 | |
| Settlement Date | March 18, 2019 (T+5) | |
| Use of Proceeds | General corporate purposes, which may include the acquisition of other companies, repurchasing outstanding shares of the issuer’s common stock, repayment of maturing obligations and refinancing of outstanding indebtedness and extending credit to, or funding investments in, the issuer’s subsidiaries. | |
| Subordination | The notes will be unsecured and subordinated. | |
| CUSIP / ISIN | 05531GAB7 / US05531GAB77 | |
| Joint Book-Running Managers | BB&T Capital Markets, a division of BB&T Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC SunTrust Robinson Humphrey, Inc. | |
| Co-Managers | Academy Securities, Inc. R. Seelaus & Co., LLC | |
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, Morgan Stanley & Co. LLC toll-free at (866) 718-1649, and SunTrust Robinson Humphrey, Inc. toll-free at (800) 685-4786.