UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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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).
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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 7.01 | Regulation FD Disclosure |
Truist Financial Corporation (“Truist”) today announced that it has reached a definitive agreement to sell a 20% minority stake in its insurance brokerage subsidiary, Truist Insurance Holdings, Inc. (“TIH”), to an investor group led by Stone Point Capital LLC (the “Investor Group”). A copy of the news release issued by Truist announcing the transaction is furnished as Exhibit 99.1. In addition, Truist will host a conference call to discuss the transaction today at 9:00 a.m. eastern time. A copy of the presentation materials for the call is furnished as Exhibit 99.2.
The news release at Exhibit 99.1 and the presentation materials at Exhibit 99.2 are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing. All information in this Current Report on Form 8-K and in the exhibits hereto speaks as of the date hereof and thereof, respectively, and Truist does not assume any obligation to update such information in the future. In addition, Truist disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 7.01 of this Current Report on Form 8-K.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Truist also announced that, in connection with this transaction, John M. Howard will continue as Chief Executive Officer of TIH, reporting to Truist Chief Executive Officer, William H. Rogers, Jr., but Truist will shift some of his enterprise-wide responsibilities in order to support focus on maximizing the success of TIH.
On February 15, 2023, the Compensation and Human Capital Committee of the Board of Directors of Truist approved the following adjustments to Mr. Howard’s compensation in connection with this transaction. Mr. Howard’s base salary will be increased to $1,000,000 per year effective immediately. Mr. Howard’s target annual cash incentive compensation opportunity under Truist’s Annual Incentive Performance award program for 2023 will be increased to 230% of his base salary effective for the entire 2023 performance period, and the payout will now be based 75% on performance metrics relating solely to TIH and 25% on performance criteria applicable to Truist as a whole. Mr. Howard will also be entitled to receive, subject to the closing of the investment by the Investor Group in TIH and the approval of TIH’s Board of Managers, a one-time equity award from TIH in the form of both time-vesting and event-vesting profits interests (50% of each) with an aggregate Black-Scholes value of approximately $17,500,000, which will provide value to Mr. Howard based only on any increase in value of TIH over the value of TIH as of the date that the profits interests are granted to Mr. Howard (taking into account the investment by the Investor Group). The time-vesting profits interests will vest pro-rata over the course of four years, and the profits interest grant will be in lieu of any other long-term incentive compensation grant that Mr. Howard would have otherwise been eligible to receive during this period. Mr. Howard will otherwise remain subject to the same terms and conditions of employment as prior to these changes.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description of Exhibit | |
99.1 | News release dated February 16, 2023 | |
99.2 | Presentation materials dated February 16, 2023 | |
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: February 16, 2023
Exhibit 99.1
Press Release
Truist announces agreement to sell minority stake in Truist Insurance Holdings to Stone Point Capital, valuing
the business at $14.75 billion
Sale of 20% stake for $1.95 billion strategically positions Truist Insurance Holdings for long-term success and growth
Truist maintains client service approach, strategic flexibility, and future upside in insurance business
Stone Point is a blue-chip partner with extensive experience in financial services
Truist to host investor call at 9:00 a.m. ET today, Feb. 16, 2023
Charlotte, N.C. and Greenwich, Conn., Feb. 16, 2023 Truist (NYSE: TFC) announced today that it has agreed to sell a 20% stake in Truist Insurance Holdings, Inc., a subsidiary of Truist and the sixth-largest insurance brokerage in the United States, to funds managed by Stone Point Capital, a leading private equity firm focused on the global financial services industry, for $1.95 billion. Mubadala Investment Company and other co-investors are participating in the investment with Stone Point. The transaction represents an aggregate value of $14.75 billion for Truist Insurance Holdings, including a common equity value of $9.75 billion and $5.0 billion of inter-company preferred equity issued by Truist Insurance Holdings to Truist. Upon closing of the investment, expected in Q2 2023, Truist will own 80% of Truist Insurance Holdings, which will continue to be an important contributor for Truist and its shareholders.
We are excited for this collaboration with Stone Point, as the investment demonstrates the significant value of Truist Insurance Holdings and strategically positions it, and Truist, for long-term success, said Truist Chairman and Chief Executive Officer Bill Rogers.
The transaction allows Truist to maintain strategic flexibility and future upside in Truist Insurance Holdings, which will continue to benefit from Truists operations, access to capital, and client relationships. Truist will also preserve and enhance its client service approach to offering leading insurance products to its banking clients. Moreover, Truist Insurance Holdings gains an experienced partner in Stone Point, which brings deep industry expertise to help accelerate Truist Insurance Holdings growth. Both Truist Insurance Holdings and Truist will benefit from Stone Points role as a strong capital partner enabling future growth opportunities.
Todays announcement is a recognition of the success and quality of Truist Insurance Holdings brands, the trusted relationships weve developed with clients, and above all, the hard work and relentless commitment of our teammates, said Truist Insurance Holdings Chairman and CEO John Howard. We operate in an attractive, growing, and dynamic industry in which scale is critical to remain competitive. With Stone Points industry expertise and role as a capital partner, we will be strategically positioned for long-term success and growth as we continue expanding our portfolio and investing in innovative digital solutions.
Truist Insurance Holdings is a scaled, diversified U.S. retail and wholesale insurance distribution platform that has experienced strong growth both organically and through a disciplined acquisition strategy, said Chuck Davis, CEO of Stone Point. We have had a longstanding and mutually beneficial relationship with Truist for many years and we and our co-investors could not be more excited to partner with them, John, and the entire Truist Insurance Holdings team in its next phase of profitable growth.
Transaction Details
Truists Board of Directors has approved the agreement to sell a 20% stake in Truist Insurance Holdings to funds managed by Stone Point, in partnership with Mubadala Investment Company and other co-investors, with the cash proceeds from the transaction received by Truist. Truist Insurance Holdings aggregate valuation of $14.75 billion
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Press Release
represents 17.2x 2022 adjusted EBITDA and 27.4x 2022 adjusted earnings. The transaction, which excludes Truist Insurance Holdings premium finance business, is expected to increase Truists consolidated CET1 ratio by 32 basis points and be 6% accretive to tangible book value per share. Truist also expects the transaction to be approximately neutral to net income available to common shareholders and earnings per share, with the potential for enhanced growth as the generated capital is deployed over time.
Upon closing of the transaction, which is subject to customary closing conditions and regulatory approvals, a five-person Board will be formed to oversee Truist Insurance Holdings, comprising four members appointed by Truist and one member appointed by Stone Point.
Truist Conference Call
Truist will host a conference call to discuss the transaction today, February 16, 2023 at 9 a.m. ET.
Investors can access a live audio webcast of the conference call at 9 a.m. ET today and view the news release and presentation materials at ir.truist.com under Events & Presentations. The conference call can also be accessed by dialing 855-303-0072 and using passcode 400707. A replay of the call will be available on the website for 30 days.
Advisors
Morgan Stanley & Co. LLC and Truist Securities are serving as financial advisors and Davis Polk & Wardwell LLP is serving as legal counsel to Truist and Truist Insurance Holdings. Simpson Thacher & Bartlett LLP is serving as legal counsel to Stone Point.
About Truist
Truist Financial Corporation is a purpose-driven financial services company committed to inspiring and building better lives and communities. Truist has leading market share in many high-growth markets in the country and offers a wide range of products and services through our retail and small business banking, commercial banking, corporate and investment banking, insurance, wealth management, and specialized lending businesses. Headquartered in Charlotte, North Carolina, Truist is a top 10 U.S. commercial bank with total assets of $555 billion as of December 31, 2022. Truist Bank, Member FDIC. Learn more at Truist.com.
About Truist Insurance Holdings
Truist Insurance Holdings, Inc., the sixth-largest insurance broker in the U.S. and seventh-largest in the world, is a subsidiary of Truist Financial Corporation (NYSE: TFC). Headquartered in Charlotte, NC, Truist Insurance Holdings operates more than 250 offices through its Wholesale, Retail, and Insurance Services divisions. To learn more, visit www.truistinsurance.com.
About Stone Point
Stone Point is an investment firm based in Greenwich, CT, with over $45 billion of assets under management. Stone Point targets investments in companies in the global financial services industry and related sectors. The firm invests in a number of alternative asset classes, including private equity through its flagship Trident Funds. Stone Point also manages both liquid and private credit funds and managed accounts. In addition, Stone Point Capital Markets supports our firm, portfolio companies and other clients by providing dedicated financing solutions. For more information, please visit https://www.stonepoint.com/.
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Press Release
About Mubadala Investment Company
Mubadala Investment Company is a sovereign investor managing a global portfolio, aimed at generating sustainable financial returns for the Government of Abu Dhabi. Mubadalas $284 billion portfolio spans six continents with interests in multiple sectors and asset classes. It leverages its deep sectoral expertise and long-standing partnerships to drive sustainable growth and profit, while supporting the continued diversification and global integration of the economy of the United Arab Emirates. For more information about Mubadala Investment Company, please visit: www.mubadala.com
Truist Investor Contact:
Ankur Vyas
404-827-6714
investors@truist.com
Truist / Truist Insurance Holdings Media Contact:
Kyle Tarrance
media@truist.com
Stone Point Contact:
Mary Manin
203-862-3126
mmanin@stonepoint.com
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of Truist and TIH. Words such as anticipates, believes, estimates, expects, forecasts, intends, plans, projects, may, will, should, would, could and other similar expressions are intended to identify these forward-looking statements. Forward-looking statements are not based on historical facts but instead represent managements expectations and assumptions regarding the companys business, the economy and other future conditions. Therefore, such statements involve inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by forward-looking statements. While there can be no assurance that any list of risks and uncertainties is complete, important factors that could cause actual results to differ materially from those contemplated by forward-looking statements include the risks and uncertainties more fully discussed under Item 1A-Risk Factors in Truists most recently filed Annual Report on Form 10-K and in Truists subsequent filings with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by applicable law or regulation, Truist undertakes no obligation to revise or update any forward-looking statements.
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Exhibit 99.2 Strategically Positioning Truist Insurance Holdings for Long-Term Success Bill Rogers – Chairman & CEO Mike Maguire – CFO John Howard – Chief Insurance Officer Truist Financial Corporation February 16, 2023 1
Forward-looking statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the financial condition, results of operations, business plans and the future performance of Truist. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should,” “would,” “could” and other similar expressions are intended to identify these forward-looking statements. Forward-looking statements are not based on historical facts but instead represent management’s expectations and assumptions reg arding Truist’s business, the economy and other future conditions. Such statements involve inherent uncertainties, risks and changes in circumstances that are difficult to predict. As such, Truist’s actual results may differ materially from those contemplated by forward-looking statements. While there can be no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those contemplated by forward-looking statements include the following, without limitation, as well as the risks and uncertainties more fully discussed under Part I, Item 1A -Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021 and in Truist’s subsequent filings with the Securities and Exchange Commission: – changes in the interest rate environment, including the replacement of LIBOR as an interest rate benchmark, could adversely affect Truist’s revenue and expenses, the value of assets and obligations, and the availability and cost of capital, cash flows, and liquidity; – Truist is subject to credit risk by lending or committing to lend money, may have more credit risk and higher credit losses to the extent that loans are concentrated by loan type, industry segment, borrower type or location of the borrower or collateral, and may suffer losses if the value of collateral declines in stressed market conditions; – inability to access short-term funding or liquidity, loss of client deposits or changes in Truist’s credit ratings could increase the cost of funding or limit access to capital markets; – general economic or business conditions, either globally, nationally or regionally, may be less favorable than expected, including as a result of supply chain disruptions, inflationary pressures and labor shortages, and instability in global geopolitica l matters, including due to an outbreak or escalation of hostilities, or volatility in financial markets could result in, among other things, slower deposit or asset growth, a deterioration in credit quality, or a reduced demand for credit, insurance, or other services; – the monetary and fiscal policies of the federal government and its agencies, including in response to rising inflation, could have a material adverse effect on the economy and Truist’s profitability; – the effects of COVID-19 have adversely impacted the Company’s operations and financial performance and could have similar adverse impacts in future periods; – risk management oversight functions may not identify or address risks adequately, and management may not be able to effective ly manage credit risk; – there are risks resulting from the extensive use of models in Truist’s business, which may impact decisions made by management and regulators; – deposit attrition, client loss or revenue loss following completed mergers or acquisitions may be greater than anticipated; – Truist could fail to execute on strategic or operational plans, including the ability to successfully complete or integrate mergers and acquisitions; – increased competition, including from (i) new or existing competitors that could have greater financial resources or be subject to different regulatory standards or compliance costs, and (ii) products and services offered by non-bank financial technology companies, may reduce Truist’s client base, cause Truist to lower prices for its products and services in order to maintain market share or otherwise adversely impact Truist’s businesses or results of operations; – failure to maintain or enhance Truist’s competitive position with respect to new products, services, and technology, whether it fails to anticipate client expectatio ns or because its technological developments fail to perform as desired or do not achieve market acceptance or regulatory approval or for other reasons, may cause Truist to lose market share or incur additional expense; – negative public opinion could damage Truist’s reputation and adversely impact business and revenues; – regulatory matters, litigation or other legal actions may result in, among other things, costs, fines, penalties, restriction s on Truist’s business activities, reputational harm, negative publicity, or other adverse consequences; – Truist faces substantial legal and operational risks in safeguarding personal information; – evolving legislative, accounting and regulatory standards, including with respect to climate, capital, and liquidity requirem ents, and results of regulatory examinations may adversely affect Truist’s financial condition and results of operations; – increased scrutiny regarding Truist’s consumer sales practices, training practices, incentive compensation design, and governance could damage its reputation and a dversely impact business and revenues; – accounting policies and processes require management to make estimates about matters that are uncertain, including the potential write down to goodwill if there is an elongated period of decline in market value for Truist’s stock and adverse economic conditions are sustained over a period of time; – Truist faces risks related to originating and selling mortgages, including repurchase and indemnity demands from purchasers related to representations and warranties on loans sold, which could result in an increase in the amount of losses for loan repurchases; – there are risks relating to Truist’s role as a loan servicer, including an increase in the scope or costs of the services Truist is required to perform without any corresponding increase in servicing fees or a breach of Truist’s obligations as servicer; – Truist’s success depends on hiring and retaining key teammates, and if these individuals leave or change roles without effective replacements, Truist’s operations could be adversely impacted, which could be exacerbated in the increased work -from-home environment as job markets may be less constrained by physical geography; – Truist’s operations rely on its ability, and the ability of key external parties, to maintain appropriate -staffed workforces, and on the competence, trustworthiness, health and safety of teammates; – Truist faces the risk of fraud or misconduct by internal or external parties, which Truist may not be able to prevent, detect, or mitigate; – security risks, including denial of service attacks, hacking, social engineering attacks targeting Truist’s teammates and clients, malware intrusion, data corruption attempts, system breaches, cyber-attacks, which have increased in frequency with current geopolitical tensions, identity theft, ransomware attacks, and physical security risks, such as natural disasters, environmental conditions, and intent ional acts of destruction, could result in the disclosure of confidential information, adversely affect Truist’s business or reputation or create significant legal or financial exposure; and – widespread outages of operational, communication, or other systems, whether internal or provided by third parties, natural or other disasters (including acts of terrorism and pandemics), and the effects of climate change, including physical risks, such as more frequent and intense weather events, and risks related to the transition to a lower carbon economy, such as regulatory or technological changes or shifts in market dynamics or consumer preferences, could have an adverse effect on Truist’s financial condition and results of operations, lead to material disruption of Truist’s operations or the ability or willingness of clients to access Truist’s products and services. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by applicable law or regulation, Truist undertakes no obligation to revise or update any forward-looking statements. 2 2
Non-GAAP information This presentation contains financial information and performance measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America ( GAAP ). Truist’s management uses these “non-GAAP” measures in their analysis of the Corporation's performance and the efficiency of its operations. Management believes these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the ef fects of significant items in the current period. The Company believes a meaningful analysis of its financial performance requires an understanding of the factors underlying that performance. Truist’s management believes investors may find these non-GAAP financial measures useful. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Below is a listing of the types of non-GAAP measures used in this presentation: Adjusted Performance Measures - The adjusted performance measures, including adjusted net income available to common shareholders and adjusted diluted EPS ar e non-GAAP in that they exclude merger-related and restructuring charges, other selected items, and amortization of intangible assets, as applicable to tangible measures. Truist’s management uses these measures in their analysis of the Corporation’s performance. Truist’s management believes these measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods, as well as demonstrate the effects of significant gains and charges. Insurance Holdings Adjusted EBITDA - EBITDA is a non-GAAP measurement of operating profitability that is calculated by adding back interest, taxes, depreciation, an d amortization to net income. Truist’s management also adds back merger-related and restructuring charges, incremental operating expenses related to the merger, and other selected items. Truist’s management uses this measure in its analysis of the Corporation’s Insurance Holdings segment. Truist’s management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods and insurance brokerage peers, as well as demonstrates th e effects of significant gains and charges. 3 3
Executive summary Overview Strategic Rationale Financial Impact th ü Truist Insurance Holdings (TIH) is the 6 largest ü New ownership structure, combined with ü Creates +32 bps of CET1 capital U.S. insurance broker with scale, strong organic significant expertise of Stone Point, ü +6% tangible book value per share accretion growth, and attractive operating margins creates additional opportunities to support growth ü Enhances EPS growth potential ü Selling 20% minority stake in TIH (excluding Premium Finance) to Stone Point Capital and ü Highlights significant value of insurance ü Truist will continue to consolidate TIH, co-investors at a $14.75B aggregate valuation business providing strong ongoing benefits ü $9.75B common equity value and $5.0B ü Strengthened incentive program improves intercompany preferred equity ability to attract, incent, and retain top talent and realize TIH’s full potential ü Represents 17.2x 2022 adjusted EBITDA and 27.4x 2022 adjusted earningsü Preserves strategic flexibility and future upside in TIH ü Forward-focused transaction to support growth ü Continued focus on Integrated ü Stone Point represents a blue-chip investor Relationship Management (IRM) with a strong track record and expertise in the financial institutions and insurance brokerage industry ü Strong alignment on strategy and vision 4 4
Insurance brokerage industry backdrop Firm Pricing Rapidly Consolidating Industry Increasing Valuation Differential Total Consolidated P&C Premium YoY Growth Global Announced Acquisitions in Last 10 Years Price / LTM EPS Number of Announced Insurance Brokerage Transactions Insurance Brokers and Regional Banks Current Multiple Differential: 14.8x 10-Year Median Multiple Differential: 6.8x 10% Current Multiple Differential Percentile: 84% 838 811 693 626 597 585 576 6% 512 5% 25.3x 5% 477 5% 5% 4% 4% 4% 4% 358 325 2% 10.5x 1 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 '22 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 '22 Feb-13 Feb-15 Feb-17 Feb-19 Feb-21 Feb-23 2 3 Regional Banks Insurance Brokers Source: S&P Global, Nasdaq, and Capital IQ. Market data as of 2/10/23. 1 Represents 2022 LTM as of 3Q compared to FY 2021 2 Represents the median multiple of publicly traded regional banks: CFG, CMA, FITB, HBAN, KEY, MTB, PNC, RF, USB, and ZION 5 5 3 Represents the median multiple of publicly traded insurance brokers: AJG, AON, BRP, BRO, RYAN, MMC, and WTW
Overview of Truist Insurance Holdings (TIH) 1 1 TIH Key Facts Contribution to Truist th 6 250+ $45B+ 60% / 40% Largest broker Premiums Wholesale / Retail US offices in the US revenue mix 8% of Adjusted Net 13% of 35% of Total Fee Income to 1922 9,000+ 100+ 2 Revenue Income Common Founded Successful Teammates acquisitions WA ME MT ND MN OR VT NH 1 Exceptional Financial Track Record ID NY MA CT SD WI MI RI WY MD IA 2 EBITDA EBITDA Margin Organic Growth PA NE NV OH NJ UT IN DE ($ MM) IL CO WV VA CA KS 6% points increase MO KY ~19% CAGR NC TN AR OK $860 AZ ~8% average annual 12% NM 29% SC $767 28% 27% GA AL MS 9% $597 24% 7% TX LA $512 6% 22% $401 HI FL 4% TIH Locations Retail 2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 Wholesale Southeast powerhouse with national coverage and expansion opportunities 1 Transaction and historical financials includes insurance brokerage business and excludes premium finance; all metrics as of FY 2022 2 See page 16 for non-GAAP reconciliations 6
TIH is an industry leader 1 Insurance Brokerage Rankings Favorable Business Mix Compared to Competition 2021 U.S. Brokerage Rank Company Revenue ($ B) 1 Marsh & McLennan $9.3 TIH 2 Aon $5.5 Peer median 40% / 60% 76% / 24% 3 Arthur J. Gallagher $4.7 4 Willis Towers Watson $4.5 5 Brown & Brown $3.0 Multiple Levers for Growth 6 TIH $2.9 Macro Drivers Organic Growth IRM Opportunities Future M&A ü Inflation / social ü Investments in ü Truist clients:ü Broad acquisition 7 Acrisure $2.7 appetite across inflation talent, delivery ü 10MM Retail model, and TIH’s diversified ü Increased risks ü 400K Commercial technology business model 8 Alliant Insurance Services $2.6 ü P&C ü 30K Middle market ü Scale industry ü Climate change verticals and grow ü 350K Wealth 9 Hub International $2.4 underpenetrated ü Cyber ü 2K CIB (only ~5- verticals in Retail 10% penetration today) 10 USI Insurance Services $2.1 ü Strong alignment of industry verticals between TIH and CIB 1 Source: Business Insurance magazine; TIH also includes annuity revenue and Premium Finance 7
Summary of key terms − $14.75B aggregate value Valuation − Common equity value: $9.75B − Preferred equity issued to Truist: $5.0B Investment size – $1.95B – 20% minority stake; investment to be made by Stone Point Capital, in partnership with co-investors including Mubadala Investment Company (collectively Investor ownership in TIH referred to as “Stone Point”) − Secondary sale of Truist’s common equity ownership of TIH Investment type − Cash proceeds from sale received by Truist − $5.0B of intercompany debt-like preferred equity Preferred − Issued to Truist from TIH; earnings consolidated by Truist − Truist receives a fixed dividend of 8.25% – 3.75% coverage on fully diluted equity value (strike price equal to current valuation); in the event of an IPO, convert into warrants in the public company (warrants Warrants are structured as profits interest) TIH board composition – Truist to designate 4 of 5 the Board seats in TIH; 1 seat to be designated by Stone Point – Truist has the right to conduct a subsequent transaction at any time – If Truist conducts an IPO or a sale, Stone Point would have return protections – Stone Point has the right to request Truist to explore a sale or IPO after 6.5 years Future exit rights – In lieu of a sale or IPO, Truist has the right to buy the stake back at fair market value – Stone Point receives additional rights relating to its representation on TIH’s board and with respect to its control of a potential IPO or sale process if no liquidity event within 8 years Consent rights – Stone Point has customary minority investor consent rights – Stone Point Capital is a leading alternative investment management firm with significant experience within the financial services industry – Long-term client of Truist – 25+ year history with more than 150 investments – Strong focus within the insurance distribution and bank verticals; Stone Point has committed over $10B to insurance-related and bank investments 8 Stone Point Capital Governance Investment Terms Overview
Highlighting the significant value of TIH and Truist Addresses Multiple Differential of Business Segments… …Highlighting Value of TIH and Truist Valuation Multiples Illustrative Truist Sum-of-the-Parts Valuation (Price / 2022 EPS, x) ($ B) 15% $74 $14.75 higher than 27.4x current market cap $64 Current $59 market cap 10.5x 9.7x TIH Regional Bank Truist Implied Value Value Implied Truist 1 2 3 1 Valuation Median Current of Truist ex. TIH of TIH Market Value Note: Market data as of 2/10/23 1 Represents TIH valuation based on minority stake investment 2 Represents the median multiple of regional banks: CFG, CMA, FITB, HBAN, KEY, MTB, PNC, RF, USB, and ZION 3 Implied value of Truist ex. TIH based on current Truist price / 2022 EPS multiple of 9.7x applied to Truist 2022 adjusted earnings less TIH earnings 9
Strong capital generation Preserving future flexibility Strong Capital Generation Accretive to Tangible Book Value CET1 Ratio Tangible Book Value Per Share +32 bps +6% 9.3% $19.07 9.0% $18.04 Truist Pro Forma Truist Pro Forma EPS Neutral Transaction Initially; Accretion Over Time Treatment of Noncontrolling Interest − Above-the-line Adjusted Earnings Per Share ($, 2022) − Truist continues to consolidate TIH − No impacts to P&L line items with exception of higher interest income from reinvestment of proceeds − No changes to fee income contribution from TIH given consolidation accounting $4.96 $4.96 − Below-the-line GAAP − Minority stake sale creates noncontrolling interest (NCI) equal to ~20% of TIH net $4.43 income 1 − NCI impact entirely offset by reinvestment of proceeds 1 Truist Pro Forma 1 Assumes reinvestment of cash proceeds at 4.00% 10
Conclusion Compelling Strategic Rationale Attractive Financial Impacts ü New ownership structure, combined with ü Creates +32 bps of CET1 capital significant expertise of Stone Point, creates additional opportunities to support growth ü +6% tangible book value per share accretion ü Enhances EPS growth potential ü Highlights significant value of insurance business Transaction ü Truist will continue to consolidate TIH, providing Terms ü Strengthened incentive program improves strong ongoing benefits ability to attract, incent, and retain top talent and realize TIH’s full potential ü Preserves strategic flexibility and future upside in TIH ü Continued focus on Integrated Relationship Management (IRM) 11 11
Appendix Appendix
1 TIH key historical financial metrics Historical Financial Metrics 2020 2021 2022 Adjusted Excluding Merger-Related Charges ($ MM) Revenue 2,225 2,652 3,089 Noninterest expense 1,628 1,885 2,229 EBITDA 597 767 860 Amortization and depreciation 72 106 132 Net income 392 507 538 Key ratios EBITDA margin 26.8% 28.9% 27.8% Organic revenue growth 4.3% 11.6% 7.4% 1 Transaction and historical financials includes insurance brokerage business and excludes premium finance; all metrics as of FY 2022. Adjusted financials excludes merger-related charges. See page 16 for non-GAAP reconciliations. 13 13
Illustrative pro forma financial impacts Illustrative Financial Statement Impact Illustrative Net Transaction Capital & Cash Truist ($ MM) 1 ($ MM) Minority Stake Sale Reinvestment of Proceeds Pro Forma Current Stake sale proceeds 1,950 Balance Sheet Taxes due (387) Cash and securities 150,935 1,538 - 152,473 DTL created (143) Common equity 53,841 1,340 - 55,181 Noncontrolling interest created (54) Noncontrolling interest 23 54 - 77 Estimated transaction expenses (25) Net common equity created 1,340 Capital CET1 ratio (%) 9.0 - - 9.3 Net cash proceeds (after-tax) 1,538 TBV per share ($) 18.04 - - 19.07 2 Adjusted Earnings Impact – 2022 Pre-tax pre-provision revenue 10,107 - 62 10,169 Pre-tax income 8,747 - 62 8,809 Tax expense 1,764 (24) 15 1,755 Net income 6,983 24 47 7,054 Noncontrolling interest 7 70 - 77 attribution Preferred dividends 333 - - 333 3 Net income to common 6,643 (46) 47 6,644 Earnings per share ($) 4.96 4.96 1 Assumes reinvestment of cash proceeds at 4.00% 2 Pro forma financial impacts for earnings items shown relative to 2022 adjusted financials for illustrative purposes and 12/31/2022 for balance sheet. Transaction includes insurance brokerage business and excludes premium finance; all metrics as of FY 2022. Represents adjusted financials excluding merger-related and restructuring charges and other selected items. Adjusted metrics are non-GAAP measures. Truist’s management believes these measures provide a greater understanding of ongoing operations and enhances comparability of results with prior periods. Reconciliations to GAAP can be found in appendix of this presentation or the 4Q22 earnings presentation. 3 Represents impact of ~20% of TIH partnership net income (net of preferred dividend payment to Truist) 14 14
Non-GAAP reconciliations Truist Diluted EPS ($ MM, except per share data, shares in thousands) Year ended Dec. 31, 2022 Net income available to common shareholders - GAAP $ 5,927 Merger-related and restructuring charges 393 Securities (gains) losses 54 Loss (gain) on early extinguishment of debt (30) Incremental operating expenses related to the merger 356 Gain on redemption of noncontrolling equity interest (57) Net income available to common shareholders - Adjusted $ 6,643 Weighted average shares outstanding - diluted 1,338,462 Diluted EPS - GAAP $ 4.43 1 Diluted EPS - adjusted 4.96 1 The adjusted diluted earnings per share is non-GAAP in that it excludes merger-related and restructuring charges and other selected items, net of tax. Truist’s management uses this measure in their analysis of the Corporation’s performance. Truist’s management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods, as well as demonstrates the effects of significant gains and charges. A-15 15
Non-GAAP reconciliations 1,2 2 Insurance Holdings EBITDA Adjusted Historical Financials Ex. Merger-Related Charges ($ MM) ($ MM) 2018 2019 2020 2021 2022 2020 2021 2022 Total revenue $ 1,859 $ 2,096 $ 2,225 $ 2,652 $ 3,089 Total revenue $ 2,225 $ 2,652 $ 3,089 Pre-tax income $ 311 $ 447 $ 510 $ 633 $ 673 Noninterest expense 1,642 1,913 2,284 Merger-related and Merger-related and restructuring 17 27 14 28 54 (14) (28) (54) restructuring charges, net charges, net Amortization and Noninterest Expense (ex. MRCs) $ 1,628 $ 1,885 $ 2,229 73 76 72 106 132 depreciation EBITDA $ 401 $ 512 $ 597 $ 767 $ 860 EBITDA (ex. MRCs) 597 767 860 EBITDA Margin 21.6 % 24.4 % 26.8 % 28.9 % 27.8 % Amortization and depreciation 72 106 132 Net income available to common, 381 486 497 reported Add-back MRC (assumes 24% tax rate) 11 21 41 Net Income (ex. MRCs) $ 392 $ 507 $ 538 1 EBITDA is a non-GAAP measurement of operating profitability that is calculated by adding back interest, taxes, depreciation and amortization to net income. Truist's management also adds back merger-related and restructuring charges, incremental operating expenses related to the merger, and other selected items. Truist's management uses this measure in its analysis of the Corporation’s Insurance Holdings segment. Truist's management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods and insurance brokerage peers, as well as demonstrates the effects of significant gains and charges. A-16 16 2 Excludes Premium Finance
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