Filed Pursuant to Rule 433
Registration No. 333-261845
October 25, 2023
Truist Financial Corporation
Pricing Term Sheet
October 25, 2023
Medium-Term Notes, Series G (Senior)
$1,750,000,000
7.161 % Fixed-to-Floating Rate Senior Notes due October 30, 2029
| Issuer |
Truist Financial Corporation | |
| Security |
7.161% Fixed-to-Floating Rate Senior Notes due October 30, 2029 | |
| Expected Ratings* |
A3/Ratings Under Review (Moody’s) / A-/Stable (S&P) / A/Negative (Fitch) / AAL/Stable (DBRS) | |
| Currency |
USD | |
| Size |
$1,750,000,000 | |
| Security Type |
SEC Registered Medium-Term Notes, Series G (Senior) | |
| Trade Date |
October 25, 2023 | |
| Settlement Date |
October 27, 2023 (T+2) | |
| Maturity Date |
October 30, 2029 | |
| Fixed Rate Period |
The period from, and including, the Settlement Date to, but excluding, October 30, 2028 | |
| Floating Rate Period |
The period from, and including, October 30, 2028 to, but excluding, the Maturity Date | |
| Fixed Rate Coupon |
7.161% | |
| Floating Rate Coupon |
An annual floating rate equal to the Base Rate plus a spread of 2.446% per annum, payable quarterly in arrears during the Floating Rate Period | |
| Base Rate |
During the Floating Rate Period, SOFR (compounded daily over a quarterly Interest Period in accordance with the specific formula described in the Preliminary Pricing Supplement). | |
| Floating Rate Reset Frequency |
Quarterly during the Floating Rate Period | |
| Payment Frequency |
During the Fixed Rate Period, semiannually; during the Floating Rate Period, quarterly | |
| Interest Payment Dates |
With respect to the Fixed Rate Period, each April 30 and October 30, commencing April 30, 2024; and with respect to the Floating Rate Period, each January 30, April 30, July 30 and October 30, commencing January 30, 2029, as further described in the Preliminary Pricing Supplement. | |
| Interest Determination Dates |
For the Floating Rate Period, the date two U.S. Government Securities Business Days before each Interest Payment Date | |
| Interest Reset Dates |
For the Floating Rate Period, each interest payment date. | |
| Day Count Convention |
During the Fixed Rate Period, 30/360; during the Floating Rate Period, Actual/360 | |
| Redemption Provisions |
Redeemable (i) at any time after 180 days following the issue date and before October 30, 2028, in whole or in part, at a make-whole redemption price based on the treasury rate plus 35 basis points and (ii) on October 30, 2028, in whole but not in part, or on or after September 30, 2029 (one month prior to the Maturity Date), in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, in each case, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. We will provide 10 to 60 calendar days’ notice of redemption to the registered holder of the Notes. | |
| Fixed Rate Benchmark Treasury |
4.625% US Treasury due September 30, 2028 | |
| Fixed Rate Benchmark Treasury Spot and Yield |
98-24 1/4; 4.911% | |
| Fixed Rate Spread to Benchmark Treasury |
+ 225 basis points | |
| Fixed Rate Yield to Maturity |
7.161% | |
| Price to Public |
100.000% of face amount | |
| Net Proceeds (Before Expenses) to Issuer |
$1,747,375,000 (99.85%) | |
| Use of Proceeds |
The issuer intends to use the net proceeds from this offering for general corporate purposes, which may include the acquisition of other companies, repurchasing outstanding shares of the issuer’s common stock, repayment of maturing obligations and refinancing of outstanding indebtedness and extending credit to, or funding investments in, the issuer’s subsidiaries | |
| Denominations |
$2,000 x $1,000 | |
| CUSIP / ISIN |
89788MAQ5 / US89788MAQ50 | |
| Global Settlement |
Through The Depository Trust Company, Euroclear or Clearstream Luxembourg | |
| Joint Book-Running Managers |
Truist Securities, Inc. Goldman Sachs & Co. LLC RBC Capital Markets, LLC | |
| Co-Managers |
CastleOak Securities, L.P. R. Seelaus & Co., LLC | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating may be subject to revision or withdrawal at any time by the assigning rating organization. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Truist Securities, Inc. at 1-800-685-4786, Goldman Sachs & Co. LLC at 1-866-471-2526, or RBC Capital Markets, LLC at 1-866-375-6829.
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