Finance Monthly M&A Awards 2019 - Winners Edition

FINANCE MONTHLY M&A AWARDS 2019 19 ABOUT BB&T BB&T is one of the largest financial services holding companies in the U.S. with $227.7 billion in assets and market capitalization of approximately $35.6 billion as of March 31, 2019. Building on a long tradition of excellence in community banking, BB&T offers a wide range of financial services including retail and commercial banking, investments, insurance, wealth management, asset management, mortgage, corporate banking, capital markets and specialized lending. Based in Winston-Salem, N.C., BB&T operates more than 1,800 financial centers in 15 states and Washington, D.C. and is consistently recognized for outstanding client service by Greenwich Associates for small business and middle market banking. Wachtell, Lipton, Rosen & Katz advised BB&T Corp in its $28.2 billion purchase of SunTrust Banks Inc, which was represented by Sullivan & Cromwell in the transaction. The deal will create the sixth largest U.S. bank holding company and has been widely described as the largest bank merger since the 2008 financial crisis.Shareholders of BB&T will own 57 percent of the combined company which will have a new name and a new headquarters in Charlotte, N.C. The merger announcement said that the boards of both companies unanimously approved the all-stock deal. Wachtell’s team was led by corporate partners Edward D. Herlihy and Matthew M. Guest. Herlihy is one of the country’s best-known banking lawyers and serves as co- chair of the firm’s executive committee. In a memo to clients last December, he noted that the U.S. Federal Reserve had undergone a “sea change” in the way it approaches objections from community groups to bank merger and expansion plans. A more relaxed regulatory environment makes it harder for community groups to block mergers on grounds that banks have not met federal requirements to serve communities. SunTrust’s banking practices were investigated several years ago, and it paid $968 million in 2014 after the Justice Department looked into allegations of improper mortgage originations and mortgage servicing and foreclosure abuses. Sullivan & Cromwell’s team representing SunTrust included the firm’s senior chairman and banking and M&A giant H. Rodgin Cohen, as well as partners Mitchell Eitel, Marc Treviño, Ronald E. Creamer Jr. and Joseph J. Matelis. The group also included one special counsel and five associates. The deal appears to be the industry’s biggest since Bank of America’s $40.5 billion takeover of Merrill Lynch & Co. in January 2009. “With the merger of equals, our goal is to create a bold, transformative organization that delivers a smarter and easier client experience through technology and human connection,” said BB&T Chairman and Chief Executive Officer Kelly S. King, who will serve as the Chairman and CEO of the combined company. “True to the heritage of both companies, Truist will reflect what we stand for – a shared belief in building a better future for our clients and communities.” “Truist is a brand name representative of two mission- and purpose-driven companies coming together to serve our clients as a true financial partner,” said SunTrust Chief Executive Officer Bill Rogers, who will be President and Chief Operating Officer of the combined company until he succeeds King as Chief Executive Officer in September 2021. “As part of our relentless pursuit to create a better experience, we’re making a commitment to always look forward, pursue what’s next and strive to do more to further financial well-being for everyone.” ABOUT SUNTRUST SunTrust Banks, Inc. (NYSE: STI) is a purpose-driven company dedicated to Lighting the Way to Financial Well- Being for the people, businesses, and communities it serves. SunTrust leads onUp, a national movement inspiring Americans to build financial confidence. Headquartered in Atlanta, the Company has two business segments: Consumer and Wholesale. Its flagship subsidiary, SunTrust Bank, operates an extensive branch and ATM network throughout the high-growth Southeast and Mid-Atlantic states, along with 24-hour digital access. Certain business lines serve consumer, commercial, corporate, and institutional clients nationally. As of March 31, 2019, SunTrust had total assets of $220 billion and total deposits of $162 billion. The Company provides deposit, credit, trust, investment, mortgage, asset management, securities brokerage and capital market services. More information about BB&T and its full line of products and services is available at www.bbt.com. Learn more about SunTrust at www.suntrust.com. TRANSACTION DETAILS COMMENTS FROM BB&T