FWP 1 d76168dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-233483

June 2, 2021

 

Truist Financial Corporation

Pricing Term Sheet

June 2, 2021

Medium-Term Notes, Series G (Senior)

$1,000,000,000

Floating Rate Senior Notes due June 9, 2025

 

Issuer    Truist Financial Corporation
Security    Floating Rate Senior Notes due June 9, 2025
Expected Ratings*    A3/Stable (Moody’s) / A-/Positive (S&P) / A/Stable (Fitch) / AH/Stable (DBRS)
Currency    USD
Size    $1,000,000,000
Security Type    SEC Registered Medium-Term Notes, Series G (Senior)
Trade Date    June 2, 2021
Settlement Date    June 7, 2021 (T+3)
Maturity    June 9, 2025
Floating Rate Coupon    An annual floating rate equal to the Base Rate plus a spread of 0.40% per annum, payable quarterly in arrears
Base Rate    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
Payment Frequency    Quarterly
Interest Payment Dates    Each March 9, June 9, September 9 and December 9, commencing September 9, 2021
Interest Determination Dates    The date two U.S. Government Securities Business Days before each Interest Payment Date
Interest Reset Dates    Each Interest Payment Date
Day Count Convention    Actual/360
Redemption Date    Redeemable (i) in whole, but not in part, on June 9, 2024, and (ii) in whole at any time or in part from time to time, on or after May 9, 2025
Redemption Terms    Redeemable 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    100.000% of face amount
Net Proceeds (Before Expenses) to Issuer    $999,200,000 (99.920%)
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    89788MAF9 / US89788MAF95
Joint Book-Running Managers   

Truist Securities, Inc.

BofA Securities, Inc.

UBS Securities LLC

Co-Managers   

Academy Securities, Inc.

Samuel A. Ramirez & Company, Inc.

 

*

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 underwriters expect to deliver the securities to purchasers on or about June 7, 2021, which will be the third business day following the date of pricing of the securities (such settlement cycle being herein referred to as “T+3”). 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 securities prior to the second business day before the delivery of the securities will be required, by virtue of the fact that the securities initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the securities who wish to trade the securities prior to the second business day before the delivery of the securities should consult their own advisor.

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 or by emailing TSIdocs@Truist.com, BofA Securities, Inc. at 800-294-1322 or UBS Securities LLC at 888-827-7275.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.