UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On June 5, 2020, Truist Financial Corporation (the “Company”) issued and sold $750,000,000 aggregate principal amount of its 1.200% Medium-Term Notes, Series G (Senior), due August 5, 2025 and $750,000,000 aggregate principal amount of its 1.950% Medium-Term Notes, Series G (Senior), due June 5, 2030 (together, 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. 333-233483), as amended, filed by the Company with the Securities and Exchange Commission. In connection with the issuance and sale, the legal opinions of Squire Patton Boggs (US) LLP and Ellen M. Fitzsimmons, Senior Executive Vice President, Chief Legal Officer, Head of Enterprise Diversity and Human Resources, and Corporate Secretary and A. Michelle Willis, Senior Vice President, Deputy General Counsel, Enterprise and Securities Legal Team, and Assistant Corporate Secretary of the Company 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. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |||
| 5.1 |
Opinion of Squire Patton Boggs (US) LLP as to the validity of the Notes. | |||
| 5.2 |
Opinion of Ellen M. Fitzsimmons and A. Michelle Willis as to the validity of the Notes. | |||
| 23.1 |
Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1). | |||
| 23.2 |
Consent of Ellen M. Fitzsimmons and A. Michelle Willis (included in Exhibit 5.2). | |||
| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||
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.
| TRUIST FINANCIAL CORPORATION (Registrant) | ||
| By: |
/s/ Cynthia B. Powell | |
| Name: |
Cynthia B. Powell | |
| Title: |
Executive Vice President and Corporate Controller (Principal Accounting Officer) | |
Date: June 5, 2020