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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-207147
MERGER PROPOSEDYOUR VOTE IS VERY IMPORTANT
Dear Shareholder of National Penn Bancsh ares, Inc.:
On August 17, 2015, National Penn Bancshares, Inc., or National
Penn, and BB&T Corporation, or BB&T, entered into an
Agreement and Plan of Merger, which we refer to as the merger
agreement, under which BB&T will acquire National Penn in a
stock and cash transaction.
Under the terms of the merger agreement, National Penn will
merge with and into BB&T, which we refer to as the merger, with
BB&T surviving the merger as the surviving corporation.
Immediately following the merger, National Penn Bank, National
Penns wholly owned bank subsidiary, will merge with and into Branch
Banking and Trust Company, BB&Ts wholly owned bank subsidiary,
which we refer to as the bank merger, with Branch Banking and Trust
Company surviving the bank merger. If the merger contemplated by
the merger agreement is completed, for each share of National Penn
common stock you own, you will have the right to receive, at your
election, subject to the proration and allocation procedures set
forth in the merger agreement, either (i) $13.00 in cash, which we
refer to as the cash consideration or (ii) 0.3206 shares of
BB&T common stock, which we refer to as the stock
consideration. The cash consideration and the stock consideration
is referred to collectively as the merger consideration.
The total number of shares of National Penn common stock
(including shares subject to National Penn restricted stock awards,
National Penn restricted stock unit awards and National Penn
deferred stock unit awards that will settle in connection with the
merger) that will be converted into the cash consideration is fixed
at 30% of the total number of shares of National Penn common stock
outstanding immediately prior to the completion of the merger
(including shares subject to National Penn restricted stock awards,
National Penn restricted stock unit awards and National Penn
deferred stock unit awards that will settle in connection with the
merger), and the remaining 70% of shares of National Penn common
stock will be converted into the stock consideration. Based on the
number of shares of National Penn common stock outstanding on
October 20, 2015, we expect that the payment of the stock portion
of the merger consideration will require BB&T to issue
approximately 32,690,684 shares of BB&T common stock in
connection with the merger. Holders of shares of National Penn
common stock (including shares subject to National Penn restricted
stock awards, National Penn restricted stock unit awards and
National Penn deferred stock unit awards that will settle in
connection with the merger) as of immediately prior to the closing
of the merger will hold, in the aggregate, approximately 4% of the
issued and outstanding shares of BB&T common stock immediately
following the closing of the merger (including shares received in
respect of equity awards and without giving effect to any shares of
BB&T common stock held by National Penn shareholders prior to
the merger).
The value of the cash consideration is fixed at $13.00, but the
value of the stock consideration will fluctuate as the market price
of BB&T common stock fluctuates before the completion of the
merger, and may be more or less than the value of the stock
consideration on the date of the special meeting or at the time an
election is made, and may be more or less than the value of the
cash consideration at the completion of the merger.Based on the
average closing stock price of BB&T common stock on the New
York Stock Exchange, which we refer to as the NYSE, for the twenty
trading days ending on August 17, 2015, the last full trading day
before the public announcement of the merger, of $40.55, the value
of the stock consideration was $13.00. Based on the closing stock
price of BB&T common stock on the NYSE on August 17, 2015, of
$40.19, the value of the stock consideration was $12.88. Based on
the closing stock price of BB&T common stock on the NYSE on
October 20, 2015, the latest practicable date before the mailing of
this proxy statement/prospectus, of $36.75, the value of the stock
consideration was $11.78. You should obtain current stock price
quotations for BB&T common stock and National Penn common stock
before you vote. BB&T common stock is quoted on the NYSE under
the symbol BBT. National Penn common stock is quoted on The NASDAQ
Stock Market LLC under the symbol NPBC.
The merger cannot be completed unless National Penn shareholders
entitled to cast at least a majority of the votes that all
shareholders are entitled to cast as of the close of business on
October 20, 2015, the record date for the special meeting, vote in
favor of the approval of the merger agreement at the special
meeting.
The special meeting of National Penn shareholders will be held
on December 16, 2015 at the Renaissance Allentown Hotel, Ballroom,
12 North Seventh Street, Allentown PA 18101, at 8:00 a.m. local
time.
Your vote is very important, regardless of the number of shares
of National Penn common stock you own. To ensure your
representation at the National Penn special meeting, please take
time to vote by following the instructions contained in this proxy
statement/prospectus and on your proxy card.Please vote
promptly whether or not you expect to attend the National Penn
special meeting. Submitting a proxy now will not prevent you from
being able to vote in person at the National Penn special
meeting.
National Penns board of directors unanimously recommends that
National Penn shareholders voteFOR the proposal to approve the
merger agreement and FOR the other matters to be considered at the
National Penn special meeting. In considering the recommendation of
the board of directors of National Penn, you should be aware that
certain directors and executive officers of National Penn will have
interests in the merger that may be different from, or in addition
to, the interests of National Penn shareholders generally. See the
section entitled Interests of National Penns Directors and
Executive Officers in the Merger beginning on page 91 of the
accompanying proxy statement/prospectus.
This proxy statement/prospectus describes the special meeting of
National Penn shareholders, the merger, the documents relating to
the merger and other related matters. Please read carefully the
entire proxy statement/prospectus, including the section entitled
Risk Factors
beginning on page 31, for a discussion of the risks relating to
the proposed merger, and the Annexes and documents incorporated by
reference into the proxy statement/prospectus.
If you have any questions regarding the accompanying proxy
statement/prospectus, you may contact D.F. King & Co., Inc.,
National Penns proxy solicitor, by calling toll-free at (877)
732-3620.
Sincerely,
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER OR
OTHER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED PURSUANT TO THE
MERGER UNDER THE ACCOMPANYING PROXY STATEMENT/ PROSPECTUS NOR HAVE
THEY DETERMINED IF THE ACCOMPANYING PROXY STATEMENT/ PROSPECTUS IS
ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The securities to be issued in connection with the merger are
not savings accounts, deposits or other obligations of any bank or
savings association and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency.
The accompanying proxy statement/prospectus is dated October 23,
2015 and is first being mailed to National Penn shareholders on or
about October 27, 2015.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Dear Shareholder of National Penn Bancshares, Inc.:
You are cordially invited to attend a special meeting of
National Penn shareholders. The special meeting will be held on
December 16, 2015, at the Renaissance Allentown Hotel, Ballroom, 12
North Seventh Street, Allentown PA 18101 local time, at 8:00 a.m.,
to consider and vote upon the following matters:
The record date for the special meeting is October 20, 2015.
Only shareholders of record as of the close of business on October
20, 2015 are entitled to notice of, and to vote at, the special
meeting. All shareholders of record as of that date are cordially
invited to attend the special meeting in person. Approval of the
merger proposal requires the affirmative vote of National Penn
shareholders entitled to cast at least a majority of the votes that
all shareholders are entitled to cast. The proposal to approve the
merger-related executive compensation requires the affirmative vote
of the holders of a majority of the votes cast by all National Penn
shareholders entitled to vote thereon; however, such vote is
advisory (non-binding) only. The approval of adjournment of the
special meeting, if necessary or appropriate, to solicit additional
proxies if there are insufficient votes at the time of the special
meeting to approve the merger agreement requires the affirmative
vote of a majority of the votes cast by all National Penn
shareholders entitled to vote thereon, whether or not a quorum is
present.
National Penns board of directors has unanimously adopted and
approved the merger agreement and the transactions contemplated
thereby, including the merger, has determined that the merger
agreement and the transactions contemplated thereby, including the
merger, are fair to and in the best interests of National Penn and
its shareholders, and unanimously recommends that National Penn
shareholders vote FOR the proposal to approve the merger agreement,
FOR the proposal to approve the merger-related executive
compensation, and FOR the proposal to approve adjournment of the
special meeting if there are insufficient votes at the time of the
special meeting to approve the merger agreement. In considering
the recommendation of the board of directors of National Penn, you
should be aware that certain directors and executive officers of
National Penn will have interests in the merger that may be
different from, or in addition to, the interests of National Penn
shareholders generally. See the section entitled Interests of
National Penns Directors and Executive Officers in the Merger
beginning on page 91 of the accompanying proxy
statement/prospectus.
Your vote is very important, regardless of the number of shares
of National Penn common stock that you own.We cannot complete
the merger unless National Penns shareholders approve the merger
agreement.
Even if you plan to attend the special meeting in person,
National Penn requests that you complete, sign, date and return, as
promptly as possible, the enclosed proxy card in the accompanying
prepaid reply envelope or submit your proxy by telephone or
Internet prior to the special meeting to ensure that your shares of
National Penn common stock will be represented at the special
meeting. If you hold your shares in street name through a bank,
brokerage firm or other nominee, you should follow the procedures
provided by your bank, brokerage firm or other nominee to vote your
shares. If you fail to submit a proxy or to attend the special
meeting and vote in person or do not provide your bank, brokerage
firm or other nominee with instructions as to how to vote your
shares, as applicable, your shares of National Penn common stock
will not be counted for purposes of determining whether a quorum is
present at the special meeting and will have the same effect as a
vote against the approval of the merger agreement.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE
ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR
SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU ATTEND THE
SPECIAL MEETING, REQUEST A REVOCATION OF YOUR SUBMITTED PROXY AND
VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY
PREVIOUSLY SUBMITTED.
If you have any questions regarding the accompanying proxy
statement/prospectus, you may contact D.F. King & Co., Inc.,
National Penns proxy solicitor, by calling toll-free at (877)
732-3620.
REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business
and financial information about National Penn and BB&T from
other documents that National Penn and BB&T have filed with the
U.S. Securities and Exchange Commission, which we refer to as the
SEC, and that are contained in or incorporated by reference into
this proxy statement/prospectus. For a listing of documents
incorporated by reference into this proxy statement/prospectus,
please see the section entitled Where You Can Find More Information
beginning on page 113 of this proxy statement/prospectus. This
information is available for you to review at the SECs public
reference room located at 100 F Street, N.E., Room 1580,
Washington, DC 20549, and through the SECs website at
www.sec.gov.
You may request copies of this proxy statement/prospectus and
any of the documents incorporated by reference into this proxy
statement/prospectus or other information concerning National Penn,
without charge, by telephone or written request directed to:
Attention: Shareholder Services
National Penn Bancshares, Inc.
645 Hamilton Street, Suite 1100
Allentown, Pennsylvania 18101
(610) 861-3983
You may also request a copy of this proxy statement/prospectus
and any of the documents incorporated by reference into this proxy
statement/prospectus or other information concerning BB&T,
without charge, by telephone or written request directed to:
Attention: Shareholder Services
BB&T Corporation
150 South Stratford Road, Suite 300
Winston-Salem, North Carolina 27104
(336) 733-3065
In order for you to receive timely delivery of the documents in
advance of the special meeting of National Penn shareholders to be
held on December 16, 2015, you must request the information no
later than five business days prior to the date of the special
meeting, by December 9, 2015.
The proxy statement/prospectus is also available on National
Penns website at
www.nationalpennbancshares.comunder the heading
SEC Filings and then under Documents. The information on National
Penns website is not part of this proxy statement/prospectus.
References to National Penns website in this proxy
statement/prospectus are intended to serve as textual references
only.
ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on
Form S-4 filed with the SEC by BB&T (File No. 333-207147),
constitutes a prospectus of BB&T under Section 5 of the
Securities Act of 1933, as amended, which we refer to as the
Securities Act, with respect to the shares of common stock, par
value $5.00 per share, of BB&T, which we refer to as BB&T
common stock, to be issued pursuant to the Agreement and Plan of
Merger, dated as of August 17, 2015, by and between BB&T and
National Penn, as it may be amended from time to time, which we
refer to as the merger agreement. This document also constitutes a
proxy statement of National Penn under Section 14(a) of the
Securities Exchange Act of 1934, as amended, which we refer to as
the Exchange Act. It also constitutes a notice of meeting with
respect to the special meeting, at which National Penn shareholders
will be asked to consider and vote upon the approval of the merger
agreement.
BB&T has supplied all information contained or incorporated
by reference into this proxy statement/prospectus relating to
BB&T, and National Penn has supplied all information contained
or incorporated by reference into this proxy statement/prospectus
relating to National Penn.
You should rely only on the information contained in or
incorporated by reference into this proxy statement/prospectus.
BB&T and National Penn have not authorized anyone to provide
you with information that is different from that contained in or
incorporated by reference into this proxy statement/prospectus.
This proxy statement/prospectus is dated October 23, 2015, and you
should not assume that the information contained in this proxy
statement/prospectus is accurate as of any date other than such
date. Further, you should not assume that the information
incorporated by reference into this proxy statement/prospectus is
accurate as of any date other than the date of the incorporated
document. Neither the mailing of this proxy statement/prospectus to
National Penn shareholders nor the issuance by BB&T of shares
of its common stock pursuant to the merger agreement will create
any implication to the contrary.
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TABLE OF CONTENTS
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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL
MEETING
The following questions and answers are intended to briefly
address some commonly asked questions regarding the merger, the
merger agreement and the special meeting. We urge you to read
carefully the remainder of this proxy statement/prospectus because
the information in this section may not provide all the information
that might be important to you in determining how to vote.
Additional important information is also contained in the annexes
to, and the documents incorporated by reference in, this
document.
This proxy statement/prospectus includes important information
about the merger, the merger agreement, a copy of which is attached
as
Annex Ato this proxy statement/prospectus, and the special
meeting. National Penn shareholders should read this information
carefully and in its entirety. The enclosed voting materials allow
shareholders to vote their shares without attending the special
meeting in person.
The proposal to approve certain compensation arrangements for
National Penns named executive officers in connection with the
merger requires the affirmative vote of a majority of the votes
cast by all National Penn shareholders entitled to vote thereon;
however, such vote is advisory (non-binding) only. If your
shares
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of National Penn common stock are present at the special meeting
but are not voted on the proposal, or if you vote to abstain on the
proposal, your vote will not be considered cast with respect to the
merger-related named executive officer compensation proposal and
this will not have an effect on the advisory (non-binding) vote to
approve the merger-related named executive officer compensation. If
you fail to submit a proxy or vote in person at the special
meeting, or if you do not instruct your bank, brokerage firm or
other nominee to vote your shares of National Penn common stock in
favor of the proposal, your shares of National Penn common stock
will not be voted, and this will not have an effect on the advisory
(non-binding) vote to approve the merger-related named executive
officer compensation except to the extent it results in there being
insufficient shares present at the meeting to establish a quorum.
The vote on the merger-related named executive officer compensation
proposal is separate from the vote to approve the merger agreement.
You may vote against the merger-related named executive officer
compensation proposal and for approval of the merger agreement and
vice versa. You also may abstain from this proposal and vote on the
merger agreement proposal and vice versa.
The approval of adjournment of the special meeting, if necessary
or appropriate, to solicit additional proxies if there are
insufficient votes at the time of the special meeting to approve
the merger agreement requires the affirmative vote of a majority of
the votes cast by all National Penn shareholders entitled to vote
thereon, whether or not a quorum is present. If your shares of
National Penn common stock are present at the special meeting but
are not voted on the proposal, or if you vote to abstain on the
proposal, your vote will not be considered cast with respect to the
adjournment of the special meeting, if necessary or appropriate, to
solicit additional proxies if there are insufficient votes at the
time of the special meeting to approve the merger agreement and
this will not have an effect on the vote to adjourn the special
meeting, if necessary or appropriate, to solicit additional proxies
if there are insufficient votes at the time of the special meeting
to approve the merger agreement. If you fail to submit a proxy or
vote in person at the special meeting or if your shares of National
Penn common stock are held through a bank, brokerage firm or other
nominee and you do not instruct your bank, brokerage firm or other
nominee to vote your shares of National Penn common stock, your
shares of National Penn common stock will not be voted, and this
will not have an effect on the vote to adjourn the special meeting,
if necessary or appropriate, to solicit additional proxies if there
are insufficient votes at the time of the special meeting to
approve the merger agreement.
See the section entitled, Information About the Special
MeetingRecord Date and Quorum beginning on page 39 of this proxy
statement/prospectus.
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Restricted Stock Awards. At the effective time, each award
in respect of a share of National Penn common stock subject to
vesting, repurchase or other lapse restriction that is outstanding
immediately prior to the effective time (which we refer to as a
National Penn restricted stock award) will fully vest and be
converted into the right to receive, without interest, the merger
consideration payable under the merger agreement based on the
holders election in accordance with and subject to the merger
agreement.
Restricted Stock Unit Awards. At the effective time, each
restricted stock unit award in respect of shares of National Penn
common stock (other than a National Penn deferred stock unit award
described below) that is outstanding immediately prior to the
effective time (which we refer to as a National Penn restricted
stock unit award) will fully vest and be converted into the right
to receive, without interest, a payment equal to the merger
consideration payable under the merger agreement based on the
holders election in accordance with and subject to the merger
agreement.
Deferred Stock Unit Awards. At the effective time: (i) each
National Penn deferred stock unit award that is outstanding
immediately prior to the effective time and that will settle in
connection with the merger (which we refer to as a National Penn
settled deferred stock unit award) will fully vest and be converted
into the right to receive, without interest, a payment equal to the
merger consideration payable under the merger agreement based on
the holders election in accordance with and subject to the merger
agreement; and (ii) each National Penn deferred stock unit award
that is outstanding immediately prior to the effective time and
that will not settle in connection with the merger, will fully vest
and be converted, at the election of the holder thereof, into
either (A) a cash-settled deferred stock unit award with a dividend
reinvestment feature (which we refer to as a BB&T converted
deferred stock unit award) with respect to a number of shares of
BB&T common stock equal to the product of (1) the number of
shares of National Penn common stock subject to the National Penn
deferred stock unit award immediately prior to the effective time
multiplied by (2) the exchange ratio, with the BB&T converted
deferred stock unit award to settle in accordance with the
applicable deferral election, or (B) a deferred cash account
accruing interest credits at the rate provided under the National
Penn Directors Fee Plan as in effect on August 17, 2015 (which we
refer to as a BB&T converted deferred cash account) with an
initial account balance equal to the product of (1) the number of
shares of National Penn common stock subject to the National Penn
deferred stock unit award immediately prior to the effective time
multiplied by (2) the cash consideration, with the BB&T
converted deferred cash account to be paid in accordance with the
applicable deferral election.
See The Merger AgreementTreatment of National Penn Equity Awards
beginning on page 75 of this proxy statement/prospectus.
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The United States federal income tax consequences described
above may not apply to all holders of National Penn common stock.
Your tax consequences will depend on your individual situation.
Accordingly, we strongly urge you to consult your tax advisor for a
full understanding of the particular tax consequences of the merger
to you.
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If your shares of National Penn common stock are held in the
name of a bank, brokerage firm or other nominee, you will need
proof of ownership of your shares of National Penn common stock to
attend the special meeting. A recent bank or brokerage account
statement indicating your National Penn holdings is an example of
proof of ownership. If you arrive at the meeting without an
admission ticket, National Penn will admit you only upon
verification that you are a National Penn shareholder.
To make a valid election, each National Penn shareholder, and
holder of National Penn restricted stock awards, National Penn
restricted stock unit awards and settled deferred stock unit
awards, must submit a properly completed form of election
(including duly executed transmittal materials included in the form
of election), together with, for shareholders only, stock
certificates or an appropriate guarantee of delivery of such stock
certificates, so that it is received by the exchange agent at or
prior to the election deadline in accordance with the instructions
on the form of election. Holders of National Penn restricted stock
unit awards and settled deferred stock unit awards will not be
required to deliver stock certificates or an appropriate guarantee
for the shares underlying such awards. Shares of National Penn
common stock as to which the holder has not made a valid election
prior to the election deadline, including as a result of
revocation, will be deemed non-election shares.
As promptly as practicable (and no later than five business
days) after the effective time, the exchange agent will mail to
each holder of record of shares of National Penn common stock that
has not previously submitted its certificates or book-entry shares
with a form of election, a letter of transmittal and instructions
relating to receipt of the merger consideration.
After receiving the proper documentation, following the
effective time, the exchange agent will forward to each holder of
record of shares of National Penn common stock who properly
surrender their certificates or book entry shares to the exchange
agent, together with a properly completed and duly executed letter
of transmittal or form of election, as applicable, the cash,
BB&T common stock or combination of cash and BB&T common
stock to which such holder is entitled. More information on the
election procedures and on the documentation National Penn
shareholders are required to deliver to the exchange agent may be
found under the captions The Merger AgreementElections as to Form
of Consideration and The Merger AgreementExchange and Payment
Procedures beginning on pages 73 and 74, respectively, of this
proxy statement/prospectus.
Until they surrender their National Penn stock certificates or
book entry shares in accordance with the instructions provided to
them, former National Penn shareholders who hold National Penn
stock certificates or book entry shares will not be entitled to be
paid dividends with a record date after the closing of the merger
that is otherwise payable on the shares of BB&T common stock
into which their shares of National Penn common stock are
exchangeable.
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Any such payment of dividends by BB&T would require approval
by the BB&T board of directors and the board may change its
dividend policy at any time. See Comparative Per Share Market Price
and Dividend Information beginning on page 28 for a comparison of
the historical dividend practices of the two companies.
If your shares are held by a bank, brokerage firm or other
nominee, you are considered the beneficial owner of shares held in
street name, and your bank, brokerage firm or other nominee is
considered the shareholder of record with respect to those shares.
Your bank, brokerage firm or other nominee will send you, as the
beneficial owner, a package describing the procedure for voting
your shares. You should follow the instructions provided by them to
vote your shares. You are invited to attend the special meeting;
however, you may not vote these shares in person at the special
meeting unless you obtain a legal proxy from your bank, brokerage
firm or other nominee that holds your shares, giving you the right
to vote the shares at the special meeting.
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Beneficial Owner. If you are a beneficial owner, please
refer to the instructions provided by your bank, brokerage firm or
other nominee to see which of the above choices are available to
you. Please note that if you are a beneficial owner and wish to
vote in person at the special meeting, you must obtain a legal
proxy from your bank, brokerage firm or other nominee.
Participant in National Penn Employee Stock Purchase Plan or
Dividend Reinvestment Plan.If you participate in National Penns
Dividend Reinvestment and Stock Purchase Plan and/or Employee Stock
Purchase Plan, your proxy will represent the number of shares
registered in your name and the number of shares credited to your
Dividend Reinvestment Plan and/or Employee Stock Purchase Plan
accounts.
Participant in National Penn 401(k) Plan or 3
rdFed Bank Employee Stock Ownership Plan.If you
invest in National Penn common stock through the National Penn
Bancshares, Inc. Capital Accumulation Plan, which we refer to as
the National Penn 401(k) Plan, or through the 3
rdFed Bank Employee Stock Ownership Plan, you will
receive a vote instruction card for each plan that reflects all
shares you may direct the trustees to vote on your behalf under the
respective plans. Under the terms of the National Penn 401(k) Plan,
a participant may direct the trustee how to vote the shares
credited to his or her account. Under the terms of the 3
rdFed Bank Employee Stock Ownership Plan, all allocated
shares of National Penn common stock held by the plan are voted by
the trustee, as directed by plan participants. You will be
separately provided information about how to instruct the trustees
of these plans to vote your shares held by such plans.
If you properly sign your proxy card but do not mark the boxes
showing how your shares should be voted on a matter, the shares
represented by your properly signed proxy will be voted
FORthe proposal to approve the merger agreement,
FORthe proposal to approve, by advisory (non-binding) vote,
the merger-related executive compensation, and
FORadjournment of the special meeting, if necessary or
appropriate, to solicit additional proxies if there are
insufficient votes at the time of the special meeting to approve
the merger agreement.
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National Penns directors, officers and employees also may
solicit proxies by telephone, by facsimile, by mail, on the
Internet or in person. They will not be paid any additional amounts
for soliciting proxies. National Penn will also request that
brokerage houses and other custodians, nominees and fiduciaries
send these proxy materials to beneficial owners of National Penn
common stock. National Penn will, upon request, reimburse such
brokerage houses and custodians for their reasonable expenses in
assisting with the solicitation of proxies.
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RISK FACTORS
In addition to the other information contained in or
incorporated by reference into this proxy statement/prospectus,
including the matters addressed under the caption Cautionary
Statement Regarding Forward-Looking Statements on page 30, you
should consider the following risk factors carefully in deciding
whether to vote to approve the merger agreement. Additional risks
and uncertainties not presently known to BB&T or National Penn
that are not currently believed to be important to you, if they
materialize, also may adversely affect the merger and BB&T as
the surviving corporation in the merger.
In addition, National Penns and BB&Ts respective businesses
are subject to numerous risks and uncertainties, including the
risks and uncertainties described, in the case of BB&T, in its
Annual Report on Form 10-K for the year ended December 31, 2014 and
subsequent Quarterly Reports on Form 10-Q, and in the case of
National Penn, in its Annual Report on Form 10-K for the year ended
December 31, 2014 and subsequent Quarterly Reports on Form 10-Q,
each of which are incorporated by reference into this proxy
statement/prospectus. See the section entitled Where You Can Find
More Information beginning on page 113 of this proxy
statement/prospectus.
RISK FACTORS RELATING TO THE MERGER
Because the market price of BB&T common stock may fluctuate,
you cannot be certain of the precise value of the stock
consideration you may receive in the merger.
At the time the merger is completed, each issued and outstanding
share of National Penn common stock, except for shares of National
Penn common stock owned by National Penn as treasury stock or owned
by National Penn or BB&T (in each case other than shares of
National Penn common stock held in any National Penn benefit plans
or related trust accounts, managed accounts, mutual funds and the
like, or otherwise held in a fiduciary or agency capacity or as a
result of debts previously contracted), will be converted into the
right to receive either (i) $13.00 in cash or (ii) 0.3206 shares of
BB&T common stock, based on the holders election and subject to
proration.
There will be a time lapse between each of the date of this
proxy statement/prospectus, the date on which National Penn
shareholders vote to approve the merger agreement at the special
meeting, the election deadline by which National Penn shareholders
may elect to receive the cash consideration or the stock
consideration and the date on which National Penn shareholders
entitled to receive shares of BB&T common stock under the
merger agreement actually receive such shares. The market value of
BB&T common stock may fluctuate during these periods as a
result of a variety of factors, including general market and
economic conditions, changes in BB&Ts businesses, operations
and prospects and regulatory considerations. Many of these factors
are outside of the control of National Penn and BB&T.
Consequently, at the time National Penn shareholders must decide
whether to approve the merger agreement and, if applicable, to
elect to receive stock consideration, they will not know the actual
market value of the shares of BB&T common stock they may
receive when the merger is completed. The value of the cash
consideration is fixed at $13.00, but the actual value of the
shares of BB&T common stock received by the National Penn
shareholders who receive stock consideration will depend on the
market value of shares of BB&T common stock on that date. This
value will not be known at the time of the special meeting and may
be more or less than the current price of BB&T common stock or
the price of BB&T common stock at the time of the special
meeting or at the time an election is made, and the implied value
of the stock consideration may be more or less than the value of
the cash consideration at the completion of the merger.
The market price for BB&T common stock may be affected by
factors different from those that historically have affected
National Penn.
Upon completion of the merger, holders of National Penn common
stock who receive stock consideration in the merger will become
holders of BB&T common stock. BB&Ts businesses differ from
those of National Penn, and accordingly the results of operations
of BB&T will be affected by some factors that are different
from
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those currently affecting the results of operations of National
Penn. For a discussion of the businesses of BB&T and National
Penn and of some important factors to consider in connection with
those businesses, see the section entitled The Parties to the
Merger beginning on page 43 of this proxy statement/prospectus and
the documents incorporated by reference referred to under the
section entitled Where You Can Find More Information beginning on
page 113, including, in particular, in the section entitled Risk
Factors in BB&Ts Annual Report on Form 10-K for the year ended
December 31, 2014.
National Penns shareholders will have a reduced ownership and
voting interest after the merger and will exercise less influence
over management.
Currently, National Penns shareholders have the right to vote in
the election of the board of directors of National Penn and the
power to approve or reject any matters requiring shareholder
approval under Pennsylvania law and National Penns charter and
bylaws. Upon the completion of the merger, each National Penn
shareholder who receives shares of BB&T common stock will
become a shareholder of BB&T with a percentage ownership of
BB&T that is smaller than the shareholders current percentage
ownership of National Penn. After the merger, holders of National
Penn shares (including shares subject to National Penn restricted
stock awards, National Penn restricted stock unit awards and
National Penn deferred stock unit awards that will settle in
connection with the merger) in the aggregate are expected to become
owners of approximately 4% of the outstanding shares of BB&T
common stock (without giving effect to any shares of BB&T
common stock held by National Penn shareholders prior to the
merger). Even if all former National Penn shareholders voted
together on all matters presented to BB&Ts shareholders, from
time to time, the former National Penn shareholders would exercise
significantly less influence over BB&T after the merger
relative to their influence over National Penn prior to the merger,
and thus would have a less significant impact on the approval or
rejection of future BB&T proposals submitted to a shareholder
vote.
BB&T may be unable to successfully integrate National Penns
operations and may not realize the anticipated benefits of
acquiring National Penn.
BB&T and National Penn have operated and, until the
completion of the merger, will continue to operate, independently.
The success of the merger, including anticipated benefits and cost
savings, will depend, in part, on BB&Ts ability to successfully
integrate National Penns operations in a manner that results in
various benefits, including, among other things, enhanced revenues
and revenue synergies, an expanded market reach and operating
efficiencies and that does not materially disrupt existing customer
relationships nor result in decreased revenues due to loss of
customers. The process of integrating operations could result in a
loss of key personnel or cause an interruption of, or loss of
momentum in, the activities of one or more of the surviving banks
businesses or inconsistencies in standards, controls, procedures
and policies that adversely affect the ability of BB&T or
National Penn to maintain relationships with customers and
employees. The diversion of managements attention and any delays or
difficulties encountered in connection with the merger and the
integration of National Penns operations could have an adverse
effect on the business, financial condition, operating results and
prospects of the surviving corporation after the merger.
The success of the surviving corporation following the merger
will depend in part on the ability of BB&T to integrate the two
businesses. If BB&T experiences difficulties in the integration
process, including those listed above, BB&T may fail to realize
the anticipated benefits of the merger in a timely manner or at
all. Failure to achieve these anticipated benefits could result in
increased costs, decreases in the amount of expected revenues and
diversion of managements time and energy and could have an adverse
effect on the surviving corporations business, financial condition,
operating results and prospects.
Among the factors considered by the boards of directors of
BB&T and National Penn in connection with their respective
approvals of the merger agreement were the benefits that could
result from the merger. We cannot give any assurance that these
benefits will be realized within the time periods contemplated or
at all.
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The merger agreement limits National Penns ability to pursue
alternatives to the merger.
The merger agreement contains provisions that may discourage a
third party from submitting an acquisition proposal to National
Penn that might result in greater value to National Penns
shareholders than the merger, or may result in a potential
competing acquirer proposing to pay a lower per share price to
acquire National Penn than it might otherwise have proposed to pay.
These provisions include a general prohibition on National Penn
from soliciting or, subject to certain exceptions relating to the
exercise of fiduciary duties by the National Penn board, entering
into discussions with any third party regarding, an acquisition
proposal or offers for competing transactions. National Penn also
has an unqualified obligation to submit the proposal to approve the
merger to a vote by its shareholders, even if National Penn
receives an alternative acquisition proposal that its board of
directors believes is superior to the merger. In addition, National
Penn may be required to pay BB&T a termination fee of $64.5
million in certain circumstances involving acquisition proposals
for competing transactions. See the sections entitled The Merger
AgreementTermination of the Merger Agreement and The Merger
AgreementTermination Fee beginning on pages 86 and 87,
respectively.
The merger agreement may be terminated in accordance with its
terms and the merger may not be completed.
The merger agreement is subject to a number of conditions which
must be fulfilled in order to complete the merger. Those conditions
include: the approval of the merger proposal by National Penn
shareholders, the receipt of all required regulatory approvals and
expiration or termination of all statutory waiting periods in
respect thereof, the accuracy of representations and warranties
under the merger agreement (subject to the materiality standards
set forth in the merger agreement), BB&Ts and National Penns
performance of their respective obligations under the merger
agreement in all material respects and each of BB&Ts and
National Penns receipt of a tax opinion to the effect that the
merger will be treated as a reorganization within the meaning of
Section 368(a) of the Code. These conditions to the closing of the
merger may not be fulfilled in a timely manner or at all, and,
accordingly, the merger may be delayed or may not be completed.
In addition, if the merger is not completed by August 17, 2016,
either BB&T or National Penn may choose not to proceed with the
merger, and the parties can mutually decide to terminate the merger
agreement at any time, before or after shareholder approval. In
addition, BB&T and National Penn may elect to terminate the
merger agreement in certain other circumstances. If the merger
agreement is terminated under certain circumstances, National Penn
may be required to pay a termination fee of $64.5 million to
BB&T. See the section entitled The Merger AgreementTermination
Fee beginning on page 87 for a fuller description of these
circumstances.
Failure to complete the merger could negatively impact the stock
price and the future business and financial results of National
Penn.
If the merger is not completed for any reason, including as a
result of National Penn shareholders declining to approve the
merger agreement, the ongoing business of National Penn may be
adversely affected and, without realizing any of the benefits of
having completed the merger, National Penn would be subject to a
number of risks, including the following:
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In addition to the above risks, if the merger agreement is
terminated and National Penns board of directors seeks another
merger or business combination, National Penn shareholders cannot
be certain that National Penn will be able to find a party willing
to offer equivalent or more attractive consideration than the
consideration BB&T has agreed to provide in the merger. If the
merger agreement is terminated under certain circumstances,
National Penn may be required to pay a termination fee of $64.5
million to BB&T. See the section entitled The Merger
AgreementTermination Fee beginning on page 87.
Regulatory approvals may not be received, may take longer than
expected or may impose conditions that are not presently
anticipated or cannot be met.
Before the transactions contemplated in the merger agreement,
including the merger and the bank merger, may be completed, various
approvals must be obtained from the bank regulatory and other
governmental authorities. In determining whether to grant these
approvals, the regulators consider a variety of factors, including
the regulatory standing of each party and the factors described
under The MergerRegulatory Approvals. An adverse development in
either partys regulatory standing or these factors could result in
an inability to obtain one or more approvals or delay their
receipt. These governmental entities may impose conditions,
limitations or costs, require branch divestitures or place
restrictions on the conduct of BB&T after the closing as a
condition to the granting of such approvals or require changes to
the terms of the merger or the bank merger. Such conditions or
changes and the process of obtaining regulatory approvals could
have the effect of delaying completion of the merger or of imposing
additional costs or limitations on BB&T following the merger,
any of which might have an adverse effect on the surviving
corporation following the merger. The regulatory approvals may not
be received at any time, may not be received in a timely fashion,
and may contain conditions on the completion of the merger that
adversely affect the surviving corporations business following the
closing, or which are not anticipated or cannot be met.
National Penn will be subject to business uncertainties while
the merger is pending, which could adversely affect its
business.
Uncertainty about the effect of the merger on employees and
customers may have an adverse effect on National Penn, and,
consequently, the surviving corporation. These uncertainties may
impair National Penns ability to attract, retain and motivate key
personnel until the merger is consummated and for a period of time
thereafter, and could cause customers and others that deal with
National Penn to seek to change their existing business
relationships with National Penn. Employee retention at National
Penn may be particularly challenging during the pendency of the
merger, as employees may experience uncertainty about their roles
with the surviving corporation following the merger. In addition,
the merger agreement restricts National Penn from making certain
acquisitions and taking other specified actions without the consent
of BB&T, and generally requires National Penn to continue its
operations in the ordinary course, until the merger closes. These
restrictions may prevent National Penn from pursuing attractive
business opportunities that may arise prior to the completion of
the merger. Please see the section entitled The Merger
AgreementConduct of Businesses of National Penn and BB&T Prior
to Completion of the Merger beginning on page 78 for a description
of the restrictive covenants to which National Penn is subject.
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Directors and executive officers of National Penn may have
interests in the merger that are different from, or in addition to,
the interests of National Penn shareholders.
Directors and executive officers of National Penn may have
interests in the merger that are different from, or in addition to,
interests of National Penn shareholders generally. These interests
include, among others, the treatment of outstanding equity awards
pursuant to the merger agreement, certain payments and benefits
payable under employment, change in control, and retention or
consulting agreements entered into with executive officers, and
rights to ongoing indemnification and insurance coverage by the
surviving corporation for acts or omissions occurring prior to the
merger. These interests also include BB&Ts agreement to invite
members of the National Penn board of directors to serve as members
of a BB&T regional advisory board at or promptly following the
effective time. The National Penn board was aware of and considered
those interests, among other matters, in reaching its decisions to
(i) approve and adopt the merger agreement and the transactions
contemplated thereby, and (ii) resolve to recommend the approval of
the merger agreement to National Penn shareholders. See the section
entitled Interests of National Penns Directors and Executive
Officers in the Merger beginning on page 91 of this proxy
statement/prospectus for a more detailed description of these
interests.
Shares of BB&T common stock to be received by National Penn
shareholders as a result of the merger will have rights different
from the shares of National Penn common stock.
Upon completion of the merger, the rights of former National
Penn shareholders who receive stock consideration will be governed
by the articles of incorporation and bylaws of BB&T and by
North Carolina corporate law. The rights associated with BB&T
common stock and the terms of North Carolina corporate law are
different from the rights associated with National Penn common
stock and the terms of Pennsylvania corporate law, which currently
govern the rights of National Penn shareholders. Please see the
section entitled Comparison of Shareholders Rights beginning on
page 102 for a discussion of the different rights associated with
BB&T common stock.
The merger may not be accretive, and may be dilutive, to
BB&Ts earnings per share, which may negatively affect the
market price of BB&T common stock received by you as a result
of the merger.
Because shares of BB&T common stock will be issued in the
merger, it is possible that, although BB&T currently expects
the merger to be accretive to earnings per share in the first full
year excluding one-time charges, the merger may be dilutive to
BB&T earnings per share, which could negatively affect the
market price of shares of BB&T common stock.
In connection with the completion of the merger, based on the
number of issued and outstanding shares of National Penn common
stock as of October 20, 2015, BB&T would issue approximately
32,690,684 shares of BB&T common stock. The issuance of these
new shares of BB&T common stock could have the effect of
depressing the market price of shares of BB&T common stock
through dilution of earnings per share or otherwise.
In addition, future events and conditions could increase the
dilution that is currently projected, including adverse changes in
market conditions, additional transaction and integration related
costs and other factors such as the failure to realize some or all
of the benefits anticipated in the merger. Any dilution of, or
delay of any accretion to, BB&T earnings per share could cause
the price of shares of BB&T common stock to decline or grow at
a reduced rate.
BB&T will incur significant transaction and merger-related
costs in connection with the merger.
BB&T expects to continue to incur a number of non-recurring
costs associated with completing the merger, combining the
operations of the two companies and achieving desired synergies.
These fees and costs have been, and will continue to be,
substantial.
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BB&T will incur transaction fees and costs related to
formulating and implementing integration plans, including
facilities and systems consolidation costs and employment-related
costs. BB&T continues to assess the magnitude of these costs,
and additional unanticipated costs may be incurred in the merger
and the integration of the two companies businesses. Although
BB&T expects that the elimination of duplicative costs, as well
as the realization of other efficiencies related to the integration
of the businesses, should allow BB&T to offset
integration-related costs over time, this net benefit may not be
achieved in the near term, or at all. See the risk factor entitled
BB&T may be unable to successfully integrate National Penns
operations and may not realize the anticipated benefits of
acquiring National Penn above.
Other significant non-recurring transaction costs related to the
merger include, but are not limited to, fees paid to legal,
financial and accounting advisors, severance and benefit costs and
filing fees.
Each of BB&T and National Penn has incurred and will incur
substantial expenses in connection with the negotiation and
completion of the transactions contemplated by the merger
agreement, as well as the costs and expenses of filing, printing
and mailing this proxy statement/prospectus and all filing and
other fees paid to the SEC in connection with the merger.
BB&T and National Penn have agreed in the merger agreement
to use their respective reasonable best efforts, subject to certain
limitations, to make certain governmental filings and obtain the
various regulatory approvals. See the risk factor entitled
Regulatory approvals may not be received, may take longer than
expected or may impose conditions that are not presently
anticipated and cannot be met above.
The costs described above, as well as other unanticipated costs
and expenses, could have a material adverse effect on the financial
conditions and operating results of the surviving corporation
following the closing of the merger.
Litigation relating to the merger could require us to incur
significant costs and suffer management distraction, as well as
delay and/or enjoin the merger.
National Penn has received three letters from attorneys
representing three different purported shareholders, demanding that
the National Penn board remedy alleged breaches of fiduciary duties
in connection with the merger. The three purported National Penn
shareholders who sent the letters identified above have now filed
purported shareholder class action and derivative complaints in the
Court of Common Pleas of Lehigh County, Pennsylvania captioned
Palkon v. Thomas A. Beaver, et al., No. 2015-C-2807, Andriole v.
Thomas A. Beaver et al., No. 2015-C-3107, and Zhang v. Thomas A.
Beaver et al., No. 2015-C-3123. The lawsuits name as defendants
each of the current members of National Penns board of directors
and BB&T, and name National Penn as a nominal defendant. They
further allege that the National Penn directors and officers are
conflicted with respect to the proposed transaction, including with
respect to the financial projections regarding National Penn and
the analysis undertaken by Sandler ONeill in support of its
fairness opinion, that the registration statement filed on
September 25, 2015 failed to disclose material information relating
to the transaction, and that BB&T aided and abetted the alleged
breaches of fiduciary duty. The complaints seek injunctive relief
to prevent the consummation of the merger or, in the event the
merger is consummated, monetary damages allegedly resulting from
the alleged wrongful conduct of the director defendants and
BB&T.
A negative outcome in these suits could have a material adverse
effect on National Penn and BB&T if they result in preliminary
or permanent injunctive relief or rescission of the merger
agreement. Such actions may also create additional uncertainty
relating to the merger, and responding to such demands and
defending such actions may be costly and distracting to management.
Neither National Penn nor BB&T is currently able to predict the
outcome of the suits with any certainty. Additional suits arising
out of or relating to the proposed transaction may be filed in the
future. If additional similar complaints are filed, absent new or
different allegations that are material, National Penn and BB&T
will not necessarily announce such additional filings.
On September 23, 2015, the National Penn board established a
special litigation committee of independent directors to review and
investigate the allegations in the demand letters and derivative
complaint relating to the
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proposed merger, and to make recommendations to the board
regarding what actions the company should take concerning the
demand letters and the complaint. The Committee has retained the
law firm of Harkins Cunningham LLP as its legal counsel.
National Penn and BB&T could be subject to additional
demands or litigation related to the merger, whether or not the
merger is consummated. Such actions may create additional
uncertainty relating to the merger, and responding to such demands
and defending such actions may be costly and distracting to
management. Although there can be no assurance as to the ultimate
outcomes of the demands or any subsequent litigation, neither
National Penn nor BB&T believes that the resolution of such
demands or any subsequent litigation will have a material adverse
effect on its respective financial position, results of operations
or cash flows.
The opinion received by the National Penn board of directors
from Sandler ONeill has not been, and is not expected to be,
updated to reflect any changes in circumstances that may have
occurred since the date of the opinion.
The opinion delivered to the National Penn board of directors by
Sandler ONeill, financial advisor to National Penn, as to the
fairness, from a financial point of view, of the merger
consideration to be received by the holders of National Penn common
stock in the proposed merger speaks only as of August 17, 2015, the
date of such opinion. Changes in the operations and prospects of
BB&T or National Penn, general market and economic conditions
and other factors which may be beyond the control of BB&T and
National Penn may have altered the value of BB&T or National
Penn or the sale prices of shares of BB&T common stock as of
the date of this proxy statement/prospectus, or may alter such
values and sale prices by the time the merger is completed. Sandler
ONeill does not have any obligation to update, revise or reaffirm
its opinion to reflect subsequent developments and has...
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