UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 8-K
_______________
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 29, 2015
Date of Report (Date of earliest event reported)
______________
BB&T Corporation
(Exact name of registrant as specified in
its charter)
_____________
Commission file number: 1-10853
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| North Carolina |
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56-0939887 |
| (State of incorporation) |
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(I.R.S. Employer Identification No.) |
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200 West Second Street
Winston-Salem, North Carolina |
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27101 |
| (Address of principal executive offices) |
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(Zip Code) |
(336) 733-2000
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On June 29, 2015, BB&T Corporation
issued and sold $1,000,000,000 aggregate principal amount of its 2.625% Medium-Term Notes, Series E (Senior), due June 29, 2020
(the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement
on Form S-3 (File No. 333-197375) filed by BB&T Corporation with the Securities and Exchange Commission. In connection with
this issuance and sale, the legal opinions of Squire Patton Boggs (US) LLP and Robert J. Johnson, Jr., Senior Executive Vice President,
General Counsel, Secretary and Chief Corporate Governance Officer of BB&T Corporation are being filed as Exhibits 5.1 and 5.2,
respectively, to this Current Report on Form 8-K.
| ITEM 9.01 |
Financial Statements and Exhibits. |
| Exhibit No. |
Description of Exhibit |
| 5.1 |
Opinion of Squire Patton Boggs (US) LLP as to the validity of the Notes. |
| 5.2 |
Opinion of Robert J. Johnson, Jr. as to the validity of the Notes. |
| 23.1 |
Consent of Squire Patton Boggs (US) LLP (included on Exhibit 5.1). |
| 23.2 |
Consent of Robert J. Johnson, Jr. (included in Exhibit 5.2). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BB&T CORPORATION |
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(Registrant) |
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By: /s/ Cynthia B. Powell |
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Name: | Cynthia B. Powell |
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Title: | Executive Vice President and Corporate Controller |
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| (Principal Accounting Officer) |
Date: June 29, 2015
Exhibit 5.1
June 29, 2015
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
|
Re:
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$1,000,000,000 2.625% Medium-Term Notes, Series E (Senior),
due June 29, 2020 (the “Senior Notes”)
|
Ladies and Gentlemen:
We have acted as counsel to BB&T
Corporation, a North Carolina corporation (the “Corporation”), in connection with a Registration Statement on Form
S-3 (File No. 333- 197375) (the “Registration Statement”) filed on July 11, 2014 with the Securities and Exchange Commission
(the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the issuance
and sale of the above-referenced Senior Notes pursuant to a Syndicated Underwriting Agreement dated June 22, 2015 (the “Syndicated
Underwriting Agreement”), among the Corporation, on the one hand, and BB&T Capital Markets, a division of BB&T Securities,
LLC, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. as representatives of the several Underwriters, on the other hand,
which Syndicated Underwriting Agreement is delivered pursuant to the Distribution Agreement dated August 4, 2014 (the “Distribution
Agreement”), among the Corporation and the agents listed on Schedule A thereto. The Senior Notes are being issued under that
certain Indenture dated as of May 24, 1996, as amended by a First Supplemental Indenture dated as of May 4, 2009 (as so amended,
the “Senior Indenture”), between the Corporation and U.S. Bank National Association, a national banking association
(as successor to the corporate trust business of State Street Bank and Trust Company), as Trustee, copies of which are incorporated
by reference to Exhibit 4(c) of the Corporation’s Registration Statement on Form S-3 (File No. 333-02899), filed with the
Commission on April 26, 1996, and Exhibit 4.2 of the Corporation’s Current Report on Form 8-K, filed with the Commission
on May 4, 2009, respectively.
We have examined the Registration
Statement, the Syndicated Underwriting Agreement, the Distribution Agreement, the Senior Indenture and duplicates of the global
notes representing the Senior Notes. We are familiar with the corporate proceedings of the
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Squire Patton Boggs (US) LLP is part of the international
legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities.
Please visit squirepattonboggs.com for more information.
Squire Patton Boggs (US) LLP
BB&T
Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
June
29, 2015
Page 2
Corporation to date with respect
to the issuance and sale of the Senior Notes, and we have examined such corporate records of the Corporation and such other documents
and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, we
have assumed, without any independent investigation, that (i) all documents that have been submitted to us as originals are authentic,
and that all documents that have been submitted to us as copies conform to authentic, original documents; and (ii) all persons
executing agreements, instruments or documents examined or relied upon by us had the capacity to sign such agreements, instruments
or documents, and all such signatures are genuine.
We have assumed that each of the
documents have been duly authorized, executed and delivered by each of the parties thereto other than the Corporation and constitute
valid and legally binding obligations of such parties enforceable in accordance with their respective terms, except as limited
by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium or other laws relating to or
affecting creditors’ rights generally and general principles of equity, constitutional rights and public policy, regardless
of whether enforceability is considered in a proceeding at law or in equity.
Based on the foregoing, and having
regard for such legal considerations as we have deemed relevant, we are of the opinion that the Senior Notes have been duly and
validly authorized by the Corporation and constitute valid and legally binding obligations of the Corporation, enforceable against
the Corporation in accordance with their terms.
The opinion set forth above regarding
the enforceability of the Senior Notes is subject to (i) bankruptcy, insolvency (including, without limitation, all laws relating
to fraudulent transfers), reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’
rights generally, (ii) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity
or at law), and (iii) an implied covenant of good faith and fair dealing.
This opinion is given on the basis
of the law and the facts existing as of the date hereof. We assume no obligation to advise you of changes in matters of fact or
law which may thereafter occur. Our opinion is based on statutory laws and judicial decisions that are in effect on the date hereof,
and we do not opine with respect to any law, regulation, rule or governmental policy which may be enacted or adopted after the
date hereof.
We are licensed to practice law
in the State of New York and, accordingly, we do not express any opinion concerning any law other than the laws of the State of
New York and applicable federal laws of the United States of America. Insofar as the opinions expressed herein relate to or are
dependent upon matters governed by the laws of the State of North Carolina, we have relied upon the opinion of Robert J. Johnson
Jr.,
Squire Patton Boggs (US) LLP
BB&T
Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
June
29, 2015
Page 3
Senior Executive Vice President,
General Counsel, Secretary and Chief Corporate Governance Officer of the Corporation. We do not express any opinion on any issue
not expressly addressed above.
We hereby consent to the filing
of this opinion as an exhibit to a Current Report on Form 8-K of the Corporation filed with the Commission on June 29, 2015 and
thereby incorporated by reference into the Registration Statement, and to the reference to our firm contained therein.
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Respectfully submitted,
/s/ Squire Patton Boggs (US) LLP
Squire Patton Boggs (US) LLP
|
|
Exhibit 5.2
[BB&T Corporation Letterhead]
June 29, 2015
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
| Re: | $1,000,000,000 2.625% Medium-Term Notes, Series E (Senior), due June 29, 2020 (the “Senior Notes”) |
Ladies and Gentlemen:
I am the Senior Executive Vice President,
General Counsel, Secretary and Chief Corporate Governance Officer of BB&T Corporation, a North Carolina corporation (the “Corporation”).
My opinion has been requested in connection with a Registration Statement on Form S-3 (File No. 333-197375) (the “Registration
Statement”) filed on July 11, 2014 with the Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the issuance and sale of the
above-referenced Senior Notes pursuant to a Syndicated Underwriting Agreement dated June 22, 2015 (the “Syndicated Underwriting
Agreement”), between the Corporation, on the one hand, and BB&T Capital Markets, a division of BB&T Securities,
LLC, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as representatives of the several Underwriters on the other hand,
which Syndicated Underwriting Agreement is delivered pursuant to the Distribution Agreement dated as of August 4, 2014 (the “Distribution
Agreement”), between the Corporation and the agents listed on Schedule A thereto. The Senior Notes are being issued under
that certain Indenture dated as of May 24, 1996, as amended by a First Supplemental Indenture dated, as of May 4, 2009 (as so amended,
the “Senior Indenture”), between the Corporation and U.S. Bank National Association, a national banking association
(as successor to the corporate trust business of State Street Bank and Trust Company), as Trustee, copies of which are incorporated
by reference to Exhibit 4(c) of the Corporation’s Registration Statement on Form S-3 (File No. 333-02899), filed with the
Commission on April 26, 1996, and Exhibit 4.2 of the Corporation’s Current Report on Form 8-K, filed with the Commission
on May 4, 2009, respectively.
I have examined the Amended and Restated Articles
of Incorporation of the Corporation, the Amended and Restated Bylaws of the Corporation, the Registration Statement, the Syndicated
Underwriting Agreement, the Distribution Agreement, the Senior Indenture and duplicates of the global notes representing the Senior
Notes. I am familiar with the corporate proceedings of the Corporation to date with respect to the issuance and sale of the Senior
Notes, and I have examined such corporate records of the Corporation and such other documents and certificates as I have deemed
necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, I have assumed, without any independent
investigation, that (i) all documents that have been submitted to me as originals are authentic, and that all documents that
BB&T Corporation
June 29, 2015
Page 2 of 3
have been submitted to me as copies conform to authentic, original
documents; and (ii) all persons executing agreements, instruments or documents examined or relied upon by me had the capacity to
sign such agreements, instruments or documents, and all such signatures are genuine.
I have assumed that each of the documents have
been duly authorized, executed and delivered by each of the parties thereto other than the Corporation and constitute valid and
legally binding obligations of such parties enforceable in accordance with their respective terms, except as limited by applicable
bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium or other laws relating to or affecting creditors’
rights generally and general principles of equity, constitutional rights and public policy, regardless of whether enforceability
is considered in a proceeding at law or in equity.
Based on the foregoing, and having regard for
such legal considerations as I have deemed relevant, I am of the opinion that (i) the Corporation is validly existing as a corporation
in good standing under the laws of the State of North Carolina, (ii) the Corporation has the corporate power and authority to execute,
deliver and perform the Senior Notes, and (iii) the Senior Notes have been duly and validly authorized by the Corporation.
This opinion is given on the basis of the law
and the facts existing as of the date hereof. I assume no obligation to advise you of changes in matters of fact or law which may
thereafter occur. My opinion is based on statutory laws and judicial decisions that are in effect on the date hereof, and I do
not opine with respect to any law, regulation, rule or governmental policy which may be enacted or adopted after the date hereof.
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 the laws of the United States of America that are, in my experience, normally applicable to the transactions of
the type provided for in the Registration Statement, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion
as an exhibit to a Current Report on Form 8-K of the Corporation filed with the Commission on June 29, 2015, and thereby incorporated
by reference into the Registration Statement, and to the use of my name contained therein.
[Remainder of page intentionally left blank]
BB&T Corporation
June 29, 2015
Page 3 of 3
Very truly yours,
/s/ Robert J. Johnson, Jr.
Robert J. Johnson, Jr.
Senior Executive Vice President, General Counsel,
Secretary and Chief Corporate Governance Officer
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