S-4MEF

As filed with the Securities and Exchange Commission on December 6, 2019

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

BB&T Corporation

(Exact name of Registrant as specified in its charter)

North Carolina	6021	56-0939887
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

200 West Second Street

Winston-Salem, North Carolina 27101

(336) 733-2000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Robert J. Johnson, Jr.

Senior Executive Vice President, General Counsel,

Secretary and Chief Corporate Governance Officer

BB&T Corporation

200 West Second Street

Winston-Salem, North Carolina 27101

Phone: (336) 733-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Edward D. Herlihy Matthew M. Guest Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 Ellen M. Fitzsimmons Corporate Executive Vice President, General Counsel and Corporate Secretary SunTrust Banks, Inc. 303 Peachtree Street, N.E. Atlanta, Georgia 30308 (800) 786-8787 H. Rodgin Cohen Mitchell S. Eitel Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 (212) 558-3588

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-230179

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

THIS REGISTRATION STATEMENT SHALL BE COME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Series I Preferred Stock, par value $5.00 per share	0.1065 (1)	N/A	$10,650.00 (2)	$1.38(3)
Depositary Shares each representing a 1/4,000th interest in a share of Series I Preferred Stock, par value $5.00 per share	(4)	(4)	(4)	(4)

(1) Represents the maximum number of additional shares of series I perpetual preferred stock, par value $5.00 per share, of BB&T Corporation (“BB&T” and such stock, “BB&T Series I Preferred Stock”) estimated to be issued to holders of record of perpetual preferred stock, series A, no par value, of SunTrust Banks, Inc. (“SunTrust Series A Preferred Stock”) in the merger described in the Registration Statement on Form S-4, initially filed with the Securities and Exchange Commission on March 11, 2019, as amended May 7, 2019, June 14, 2019 and June 19, 2019 (Registration Number 333-230179), and which was declared effective on June 19, 2019 (the “Initial Registration Statement”). BB&T previously registered 1,725 shares of BB&T Series I Preferred Stock pursuant to the Initial Registration Statement.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act. The aggregate offering price is (x) the book value per share of SunTrust Series A Preferred Stock as of December 6, 2019 ($100,000) multiplied by (y) the maximum number of additional shares of SunTrust Series A Preferred Stock to be converted in the merger (0.1065).

(3) Calculated by multiplying the estimated aggregate offering price of securities to be registered by 0.0001298.

(4) No separate registration fee will be payable in respect of the depositary shares each representing a 1/4,000th interest in a share of BB&T Series I Preferred Stock.

EXPLANATORY NOTE AND INCORPORATION OF DOCUMENTS BY REFERENCE

BB&T Corporation (“BB&T”) is filing this registration statement (this “462(b) Registration Statement”) with the Securities and Exchange Commission pursuant to General Instruction K of Form S-4 and Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of registering an additional 0.1065 shares of series I perpetual preferred stock, par value $5.00 per share, of BB&T (the “BB&T Series I Preferred Stock”), and the depositary shares each representing a 1/4,000th interest therein, to be issued in connection with the merger of SunTrust Banks, Inc. with and into BB&T, with BB&T as the surviving entity in the merger. BB&T has previously registered 1,725 shares of BB&T Series I Preferred Stock and the depositary shares each representing a 1/4,000th interest therein, under the Securities Act by means of its currently effective registration statement on Form S-4, Registration No. 333-230179, as amended (the “Initial Registration Statement”).

In accordance with Rule 462(b) under the Securities Act, this 462(b) Registration Statement incorporates by reference the contents of the Initial Registration Statement, which was declared effective on June 19, 2019, including all amendments, supplements and exhibits thereto and all information incorporated by reference or deemed to be incorporated by reference therein. Additional opinions and consents required to be filed with this 462(b) Registration Statement are listed on the Exhibit Index attached to and filed with this 462(b) Registration Statement.

EXHIBIT INDEX

Exhibit     No.	Description
5.1	Opinion of Robert J. Johnson, Jr. as to validity of the securities being registered
5.2	Opinion of Wachtell, Lipton, Rosen & Katz as to validity of the securities being registered
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of Robert J. Johnson, Jr. (included as part of his opinion filed as Exhibit 5.1 and incorporated herein by reference)
23.4	Consent of Wachtell, Lipton, Rosen & Katz (included as part of its opinion filed as Exhibit 5.2 and incorporated herein by reference)
24.1	Powers of Attorney of Directors and Officers of BB&T Corporation *
99.1	Consent of RBC Capital Markets, LLC
99.2	Consent of Goldman Sachs & Co. LLC

* Previously filed with the Initial Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on December 6, 2019.

BB&T CORPORATION
By:	/s/ Daryl N. Bible
Name:	Daryl N. Bible
Title:	Senior Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on December 6, 2019.

Signature	Title
* (Kelly S. King)	Director, Chairman and Chief Executive Officer (Principal Executive Officer)
/s/ Daryl N. Bible (Daryl N. Bible)	Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
* (Cynthia B. Powell)	Executive Vice President and Corporate Controller (Principal Accounting Officer)
* (Jennifer S. Banner)	Director
* (K. David Boyer, Jr.)	Director
* (Anna R. Cablik)	Director
* (Patrick C. Graney III)	Director
* (I. Patricia Henry)	Director
* (Louis B. Lynn)	Director
* (Easter A. Maynard)	Director
* (Charles A. Patton)	Director

Signature	Title
* (Nido R. Qubein)	Director
* (William J. Reuter)	Director
* (Tollie W. Rich, Jr.)	Director
* (Christine Sears)	Director
* (Thomas E. Skains)	Director
* (Thomas N. Thompson)	Director

*By	/s/ Robert J. Johnson, Jr.
	Name:	Robert J. Johnson, Jr.
	Title:	Attorney-in-Fact December 6, 2019

EX-5.1

Exhibit 5.1

December 6, 2019

BB&T Corporation

200 West Second Street

Winston-Salem, NC 27101

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

I am Senior Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer of BB&T Corporation, a North Carolina corporation (the “Corporation”). Reference is made to the Registration Statement on Form S-4 (File No. 333-230179) (as amended, the “Initial Registration Statement,” which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit thereto) filed with the Securities and Exchange Commission (the “Commission”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of, among other securities, (i) shares of the Corporation’s perpetual preferred stock, series I, par value $5.00 per share (the “Series I Preferred Stock”) and (ii) depositary shares (evidenced by depositary receipts) each representing a 1/4,000th interest in a share of Series I Preferred Stock (the “Series I Depositary Shares”). My opinion has been requested with respect to the Registration Statement on Form S-4 filed pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement” and together with the Initial Registration Statement, the “Registration Statements”) relating to up to an additional (x) 0.1065 shares of Series I Preferred Stock (the “Additional Preferred Stock”) and (y) 426 Series I Depositary Shares (the “Additional Depositary Shares), in each case to be issued in connection with the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), between the Corporation and SunTrust Banks, Inc., a Georgia corporation (“SunTrust”), dated as of February 7, 2019 and amended as of June 14, 2019, pursuant to which SunTrust will merge with and into the Corporation, with the Corporation surviving the merger.

In connection with the foregoing, I, or others who report to me, have examined such records, documents and proceedings as we have deemed relevant as a basis for the opinion expressed herein. We have also examined the originals, or duplicates or certified or conformed copies, of such corporate records, minutes, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion set forth below.

In making such examination and in rendering the opinion set forth below, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents, and the legal capacity of all individuals executing any of the foregoing documents. We have also assumed the Merger (as defined in the Merger Agreement) will be consummated in accordance with the terms of the Merger Agreement, without waiver of any condition, or amendment or waiver of any other term, relevant to the subject matter of this opinion.

BB&T Corporation

December 6, 2019

Page 2

Based on and subject to the foregoing, and subject to the qualifications, assumptions and limitations stated herein, it is my opinion that:

(1)    When the 462(b) Registration Statement has become effective under the Securities Act, articles of amendment to the Articles of Incorporation of the Corporation with respect to the Series I Preferred Stock substantially in the form included in the Initial Registration Statement have been duly filed with the Secretary of State of the State of North Carolina and the Additional Preferred Stock has been duly issued and delivered as provided in the Merger Agreement, the Additional Preferred Stock will be validly issued, fully paid and nonassessable.

(2)    When the terms of the Additional Depositary Shares and of their issuance have been duly established in conformity with the terms of the deposit agreement under which the Series I Depositary Shares have been issued (the “Deposit Agreement”) so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Corporation and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Corporation, the 462(b) Registration Statement has become effective under the Securities Act, the Deposit Agreement has been duly assumed by the Corporation pursuant to the Merger Agreement, the Additional Preferred Stock represented by the Additional Depositary Shares has been issued as contemplated by the Registration Statements and has been received by the depositary upon conversion of the corresponding series of perpetual preferred stock of SunTrust into Series I Preferred Stock, and the depositary receipts evidencing the Additional Depositary Shares have been issued in accordance with the Deposit Agreement and have become the issued Series I Depositary Shares of the Corporation as contemplated by the Registration Statements, the depositary receipts evidencing the Depositary Shares will be duly authorized.

This opinion is limited to the laws of the State of North Carolina, excluding local laws of the State of North Carolina (i.e., the statutes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions of, or authorities or quasi-governmental bodies constituted under the laws of, the State of North Carolina and judicial decisions to the extent they deal with any of the foregoing), and no opinion is expressed as to the effect of the laws of any other jurisdiction.

I hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

This opinion is given on the basis of the law and the facts existing as of the date hereof. I undertake no obligation to advise you of any changes in applicable law or any other matters that may come to my attention after the date hereof.

[Remainder of page intentionally left blank]

Very truly yours,

/s/ Robert J. Johnson, Jr.

Robert J. Johnson, Jr.

Senior Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer

[Signature Page to 462(b) Opinion]

EX-5.2

Exhibit 5.2

MARTIN LIPTON	RACHELLE SILVERBERG	51 WEST 52ND STREET		ADAM J. SHAPIRO	MARK F. VEBLEN
HERBERT M. WACHTELL	STEVEN A. COHEN	NEW YORK, N.Y. 10019-6150		NELSON O. FITTS	VICTOR GOLDFELD
THEODORE N. MIRVIS	DEBORAH L. PAUL			JOSHUA M. HOLMES	EDWARD J. LEE
EDWARD D. HERLIHY	DAVID C. KARP	TELEPHONE: (212) 403 -1000		DAVID E. SHAPIRO	BRANDON C. PRICE
DANIEL A. NEFF	RICHARD K. KIM	FACSIMILE: (212) 403 -2000		DAMIAN G. DIDDEN	KEVIN S. SCHWARTZ
ANDREW R. BROWNSTEIN	JOSHUA R. CAMMAKER			IAN BOCZKO	MICHAEL S. BENN
MARC WOLINSKY	MARK GORDON			MATTHEW M. GUEST	SABASTIAN V. NILES
STEVEN A. ROSENBLUM	JOSEPH D. LARSON			DAVID E. KAHAN	ALISON ZIESKE PREISS
JOHN F. SAVARESE	JEANNEMARIE O’BRIEN	GEORGE A. KATZ (1965-1989)		DAVID K. LAM	TIJANA J. DVORNIC
SCOTT K. CHARLES	WAYNE M. CARLIN	JAMES H. FOGELSON (1967-1991)		BENJAMIN M. ROTH	JENNA E. LEVINE
JODI J. SCHWARTZ	STEPHEN R. DiPRIMA	LEONARD M. ROSEN (1965-2014)		JOSHUA A. FELTMAN	RYAN A. McLEOD
ADAM O. EMMERICH	NICHOLAS G. DEMMO			ELAINE P. GOLIN	ANITHA REDDY
RALPH M. LEVENE	IGOR KIRMAN	OF COUNSEL		EMIL A. KLEINHAUS	JOHN L. ROBINSON
RICHARD G. MASON	JONATHAN M. MOSES	WILLIAM T. ALLEN	HAROLD S. NOVIKOFF	KARESSA L. CAIN	JOHN R. SOBOLEWSKI
DAVID M. SILK	T. EIKO STANGE	MARTIN J.E. ARMS	LAWRENCE B. PEDOWITZ	RONALD C. CHEN	STEVEN WINTER
ROBIN PANOVKA	JOHN F. LYNCH	MICHAEL H. BYOWITZ	ERIC S. ROBINSON	GORDON S. MOODIE	EMILY D. JOHNSON
DAVID A. KATZ	WILLIAM SAVITT	GEORGE T. CONWAY III	PATRICIA A. ROBINSON*	DONGJU SONG	JACOB A. KLING
ILENE KNABLE GOTTS	ERIC M. ROSOF	KENNETH B. FORREST	ERIC M. ROTH	BRADLEY R. WILSON	RAAJ S. NARAYAN
JEFFREY M. WINTNER	GREGORY E. OSTLING	SELWYN B. GOLDBERG	PAUL K. ROWE	GRAHAM W. MELI	VIKTOR SAPEZHNIKOV
TREVOR S. NORWITZ	DAVID B. ANDERS	PETER C. HEIN	DAVID A. SCHWARTZ	GREGORY E. PESSIN	MICHAEL J. SCHOBEL
BEN M. GERMANA	ANDREA K. WAHLQUIST	MEYER G. KOPLOW	MICHAEL J. SEGAL	CARRIE M. REILLY	ELINA TETELBAUM
ANDREW J. NUSSBAUM		LAWRENCE S. MAKOW	ELLIOTT V. STEIN
		DOUGLAS K. MAYER	WARREN R. STERN
		MARSHALL L. MILLER	PAUL VIZCARRONDO, JR.
		PHILIP MINDLIN	PATRICIA A. VLAHAKIS
		ROBERT M. MORGENTHAU	AMY R. WOLF
		DAVID S. NEILL
		* ADMITTED IN THE DISTRICT OF COLUMBIA                                     COUNSEL
		DAVID M. ADLERSTEIN	NANCY B. GREENBAUM
		AMANDA K. ALLEXON	MARK A. KOENIG
		LOUIS J. BARASH	LAUREN M. KOFKE
		FRANCO CASTELLI	J. AUSTIN LYONS
		DIANNA CHEN	ALICIA C. McCARTHY
		ANDREW J.H. CHEUNG	PAULA N. RAMOS
		PAMELA EHRENKRANZ	NEIL M. SNYDER
		KATHRYN GETTLES-ATWA	S. CHRISTOPHER SZCZERBAN
		ADAM M. GOGOLAK	JEFFREY A. WATIKER

December 6, 2019

BB&T Corporation

200 West Second Street

Winston-Salem, NC 27101

Ladies and Gentlemen:

We have acted as special counsel to BB&T Corporation, a North Carolina corporation (the “Corporation”) in connection with (a) the Registration Statement on Form S-4 (File No. 333-230179) (as amended, the “Initial Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”) of, among other securities, (i) shares of the Corporation’s perpetual preferred stock, series I, par value $5.00 per share (the “Series I Preferred Stock”) and (ii) depositary shares (evidenced by depositary receipts) each representing a 1/4,000th interest in a share of Series I Preferred Stock (the “Series I Depositary Shares”), and (b) the Registration Statement on Form S-4 filed pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement” and together with the Initial Registration Statement, the “Registration Statements”) relating to up to an additional (i) 0.1065 shares of Series I Preferred Stock (the “Additional Preferred Stock”) and (ii) 426 Series I Depositary Shares (the “Additional Depositary Shares”), in each case to be issued in connection with the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), between the Corporation and SunTrust Banks, Inc., a Georgia corporation (“SunTrust”), dated as of February 7, 2019 and amended as of June 14, 2019, pursuant to which SunTrust will merge with and into the Corporation, with the Corporation surviving the merger.

In connection with the opinion set forth herein, we have examined and relied on originals or copies, certified or otherwise, identified to our satisfaction, of such documents, corporate records, agreements, certificates, and other instruments and such matters of law, in each case, as we have deemed necessary or appropriate for the purposes of this opinion, including the Deposit Agreement, dated as of September 12, 2006, between SunTrust, U.S. Bank National Association, as depositary, and all holders from time to time of the depositary receipts described therein (the “Series I Deposit Agreement”), and the form of depositary receipt described therein (collectively, the “Transaction Documents”). We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and the legal capacity of all individuals executing such documents. We have also assumed the valid authorization, execution and delivery of each of the Transaction Documents by each party thereto (other than the Corporation), and we have assumed that each such other party (in the case of parties which are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, that each such other party has the legal capacity, power and authority to perform its obligations thereunder and that each of the Transaction Documents constitutes the valid and binding obligation of all such other parties, enforceable against them in accordance with its terms.

We are members of the Bar of the State of New York, and this opinion is limited to the laws of the State of New York, in each case as in effect on the date hereof. We have not considered, and we express no opinion or belief as to matters of the laws of any other jurisdiction or as to any matters arising thereunder or relating thereto.

Based upon the foregoing and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Series I Deposit Agreement has been duly assumed by the Corporation pursuant to the Merger Agreement, the Additional Preferred Stock represented by the Depositary Shares has been issued as contemplated by the Registration Statements and has been received by the depositary upon conversion of the applicable series of perpetual preferred stock, no par value, of SunTrust into Series I Preferred Stock, and the depositary receipts evidencing the Additional Depositary Shares have been issued in accordance with the Deposit Agreement and have become the issued Series I Depositary Shares of the Corporation as contemplated by the Registration Statements, the Additional Depositary Shares will constitute valid and legally binding obligations of the Corporation and will entitle the holders thereof to the rights specified in the Deposit Agreement.

The opinion set forth above is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law), and (c) an implied covenant of good faith and fair dealing. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in the Transaction Documents or in any other agreement.

We consent to the filing of a copy of this opinion as an exhibit to the 462(b) Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations thereunder. This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated February 26, 2019 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in Amendment No. 3 to the Registration Statement on Form S-4 (No. 333-230179) of BB&T Corporation. We also consent to the reference to us under the heading “Experts” in Amendment No. 3 to the Registration Statement on Form S-4 (No.333-230179) incorporated by reference in this Registration Statement.

/s/ PricewaterhouseCoopers LLP

Greensboro, North Carolina

December 6, 2019

PricewaterhouseCoopers LLP, 800 Green Valley Road, Suite 500, Greensboro, NC 27408

T: (336) 665 2700, F: (336) 665 2699, www.pwc.com/us

EX-23.2

Exhibit 23.2

Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm

We consent to the use of our report dated February 22, 2019 with respect to the consolidated financial statements of SunTrust Banks, Inc. incorporated by reference in the Registration Statement (Form S-4 No. 333-230179) and the related Prospectus of BB&T Corporation for the registration of shares of its series I perpetual preferred stock.

/s/ Ernst & Young LLP

Atlanta, Georgia

December 6, 2019

EX-99.1

Exhibit 99.1

CONSENT OF RBC CAPITAL MARKETS, LLC

BB&T Corporation

200 West Second Street

Winston-Salem, NC 27101

The Board of Directors:

We have previously consented to the inclusion of our opinion letter (“Opinion”), dated February 6, 2019 to the Board of Directors of BB&T Corporation (the “Company”) as Annex B to the Company’s joint proxy statement/prospectus which forms a part of the Registration Statement (File No. 333-230179) on Form S-4 (the “Initial Registration Statement”), as filed by the Company with the Securities and Exchange Commission and declared effective as of June 19, 2019.

We hereby consent to the incorporation by reference into the Registration Statement filed by the Company as of the date hereof pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “462(b) Registration Statement”), of our Opinion included in the Initial Registration Statement, and references to our Opinion under the headings “Summary—Opinion of BB&T’s Financial Advisor”; “Risk Factors”; “The Merger—Background of the Merger”; “The Merger—BB&T’s Reasons for the Merger; Recommendation of BB&T’s Board of Directors”; “The Merger—Opinion of BB&T’s Financial Advisor”; and “The Merger—Certain Unaudited Prospective Financial Information” in the joint proxy statement/prospectus which form a part of the Initial Registration Statement. By giving such consent, we do not thereby admit that we are experts with respect to any part of the Initial Registration Statement or the 462(b) Registration Statement within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ RBC Capital Markets, LLC

RBC CAPITAL MARKETS, LLC

December 6, 2019

EX-99.2

Exhibit 99.2

December 6, 2019

Board of Directors

SunTrust Banks, Inc.

303 Peachtree Street

Atlanta, GA 30308

Re: Registration Statement on Form S-4 of BB&T Corporation to be filed with the Securities and Exchange Commission as of the date hereof (the “Registration Statement”) incorporating by reference the contents of the Registration Statement on Form S-4 of BB&T Corporation (file No. 333-230179), declared effective on June 19, 2019 (the “Initial Registration Statement”)

Ladies and Gentlemen:

Reference is made to our opinion letter, dated February 7, 2019 (“Opinion Letter”), as to the fairness from a financial point of view to the holders (other than BB&T Corporation (“BB&T”) and its affiliates) of the outstanding shares of common stock, par value $1.00 per share (the “Shares”), of SunTrust Banks, Inc. (the “Company”) of the exchange ratio of 1.295 shares of common stock, par value $ 5.00 per share, of BB&T to be paid for each Share pursuant to the Agreement and Plan of Merger, dated as of February 7, 2019 (the “Agreement”), by and between BB&T and the Company.

Our Opinion Letter was provided for the information and assistance of the Board of Directors of the Company in connection with its consideration of the transaction contemplated by the Agreement. We understand that the Company has determined to incorporate our opinion by reference into the Registration Statement by virtue of the Company’s incorporation by reference into the Registration Statement of the contents of the Initial Registration Statement. In that regard, we hereby consent to the incorporation by reference into the Registration Statement of the reference to our Opinion Letter under the captions “Summary—Opinion of SunTrust’s Financial Advisor,” “Risk Factors,” “The Merger—Background of the Merger,” “The Merger—SunTrust’s Reasons for the Merger; Recommendation of SunTrust’s Board of Directors,” “The Merger—Opinion of SunTrust’s Financial Advisor,” and “The Merger—Certain Unaudited Prospective Financial Information” contained in the Joint Proxy Statement/Prospectus included in the Initial Registration Statement and to the incorporation by reference into the Registration Statement of our Opinion Letter included in such Joint Proxy Statement/Prospectus. Notwithstanding the foregoing, it is understood that our consent is being delivered solely in connection with the filing of the Registration Statement and that our Opinion Letter is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to, in whole or in part in any registration statement (including any

Board of Directors

SunTrust Banks, Inc.

December 6, 2019

Page Two

subsequent amendments to the Registration Statement), proxy statement or any other document, except in accordance with our prior written consent. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Goldman Sachs & Co. LLC         

(GOLDMAN SACHS & CO. LLC)