Filed Pursuant to Rule 433
Registration No. 333-219092
May 25, 2018
BB&T Corporation
Pricing Term Sheet
May 25, 2018
Medium-Term Notes, Series G (Senior)
$250,000,000
Floating Rate Senior Notes due June 1, 2021
| Issuer | BB&T Corporation | |
| Security | Floating Rate Senior Notes due June 1, 2021 (the “Notes”) | |
| Ratings | A2 (Moody’s) / A- (S&P) / A+ (Fitch) / AH (DBRS) | |
| Currency | USD | |
| Size | $250,000,000 | |
| Security Type | SEC Registered Medium-Term Notes, Series G (Senior) | |
| Maturity | June 1, 2021 | |
| Benchmark | 3-month USD LIBOR | |
| Benchmark Spread | 32 bps | |
| Interest Rate | 3-month USD LIBOR + 32 bps | |
| Payment Frequency | Quarterly | |
| Reset Frequency | Quarterly | |
| Day Count Convention | Actual/360, modified following | |
| Redemption Date | May 1, 2021 | |
| Redemption Terms | Redeemable in whole or in part on or after the Redemption Date at 100% of the principal amount of the notes (par), plus accrued and unpaid interest thereon to, but excluding, the date of redemption. The Issuer shall provide 10 to 60 calendar days’ notice of redemption to the registered holder of the Notes. | |
| Price to Public | 100% of face amount | |
| Proceeds (Before Expenses) to Issuer | $250,000,000 (100%) | |
| Interest Payment Dates | June 1, September 1, December 1 and March 1, commencing September 1, 2018 | |
| Interest Reset Dates | June 1, September 1, December 1 and March 1 of each year | |
| Trade Date | May 25, 2018 | |
| Settlement Date | June 1, 2018 (T+4) | |
| Use of Proceeds | 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 | 05531FBC6/US05531FBC68 | |
| Sole Book-Running Manager | Morgan Stanley & 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 Web site 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 Morgan Stanley & Co. LLC toll-free at (866) 718-1649.
The underwriter expects to deliver the Notes to purchasers on or about June 1, 2018, which will be the fourth business day following the date of pricing of the Notes (such settlement cycle being herein referred to as “T+4”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the Notes initially will settle in T+4, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing of the Notes or the next succeeding business day should consult their own advisor.