Filed Pursuant to Rule 433
Registration No. 333-197375
March 2, 2016
Term Sheet
Depositary Shares, Each Representing a 1/1,000th Interest
in a Share of Series H Non-Cumulative Perpetual Preferred Stock
| Issuer: | BB&T Corporation (Ticker: BBT) | |
| Security: | Depositary shares, each representing a 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock | |
| Size: | $425,000,000 (17 million depositary shares) | |
| Option to Purchase Additional Depositary Shares: |
$63,750,000 (2.55 million depositary shares) | |
| Maturity: | Perpetual | |
| Expected Ratings*: | Baa1 (stable) / BBB- (stable) / BBB- (stable) / BBBH (stable) (Moody’s / S&P / Fitch / DBRS) | |
| Liquidation Preference: | $25,000 per share (equivalent to $25 per depositary share) | |
| Dividend Rate (Non-Cumulative): | At a rate per annum equal to 5.625% from the date of issuance | |
| Dividend Payment Date: | 1st day of March, June, September and December of each year, commencing on June 1, 2016 | |
| Optional Redemption: | On or after June 1, 2021, the Series H Preferred Stock may be redeemed at the Issuer’s option, in whole, or in part, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series H Preferred Stock also may be redeemed at the Issuer’s option in whole, but not in part, prior to June 1, 2021 upon the occurrence of a “regulatory capital treatment event,” as described in the prospectus supplement, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Neither the holders of Series H Preferred Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Series H Preferred Stock. | |
| Trade Date: | March 2, 2016 | |
| Settlement Date: | March 9, 2016 (T +5) | |
| Public Offering Price: | $25.00 per depositary share | |
| Underwriting Discount: | $12,933,850 | |
| Net Proceeds (before expenses) to | $412,066,150 | |
| Issuer: | ||
| Joint Book-Running Managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated BB&T Capital Markets, a division of BB&T Securities, LLC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Morgan Stanley & Co. LLC UBS Securities LLC Wells Fargo Securities, LLC | |
| Co-Managers: | Raymond James & Associates, Inc. RBC Capital Markets, LLC Keefe, Bruyette & Woods, Inc. | |
| Underwriters: | Drexel Hamilton, LLC Mischler Financial Group, Inc. Samuel A. Ramirez & Company, Inc. | |
| Listing: | We intend to apply to list the depositary shares on the New York Stock Exchange under the symbol “BBT PrH.” | |
| CUSIP/ISIN: | 054937875/ US0549378752 | |
* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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