Filed Pursuant to Rule 433
Registration No. 333-219092
May 31, 2018
BB&T Corporation
Pricing Term Sheet
May 31, 2018
Medium-Term Notes, Series G (Senior)
$1,000,000,000
3.700% Senior Notes due June 5, 2025
| Issuer | BB&T Corporation | |
| Security | 3.700% Senior Notes due June 5, 2025 | |
| Ratings | A2 (Moody’s) / A- (S&P) / A+ (Fitch) / AH (DBRS) | |
| Currency | USD | |
| Size | $1,000,000,000 | |
| Security Type | SEC Registered Medium-Term Notes, Series G (Senior) | |
| Maturity | June 5, 2025 | |
| Coupon | 3.700% | |
| Payment Frequency | Semi-Annually | |
| Day Count Convention | 30/360 | |
| Redemption Date | May 5, 2025 | |
| 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. BB&T Corporation shall provide 10 to 60 calendar days’ notice of redemption to the registered holder of the Senior Notes. | |
| Benchmark Treasury | 2.875% US Treasury due May 31, 2025 | |
| Spread to Benchmark Treasury | +95 bps | |
| Benchmark Treasury Spot and Yield | 100-18+; 2.783% | |
| Price to Public | 99.798% of face amount | |
| Proceeds (Before Expenses) to Issuer | $996,680,000 (99.668%) | |
| Interest Payment Dates | June 5 and December 5 of each year, commencing December 5, 2018 | |
| Trade Date | May 31, 2018 | |
| Settlement Date | June 5, 2018 (T+3) | |
| Denominations | $2,000 x $1,000 | |
| CUSIP / ISIN | 05531FBE2/US05531FBE25 | |
| Joint Book-Running Managers | BB&T Capital Markets, a division of BB&T Securities, LLC Credit Suisse Securities (USA) LLC Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC | |
| Co-Managers | Academy Securities, Inc. The Williams Capital Group, LP. | |
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 BB&T Capital Markets, a division of BB&T Securities, LLC toll-free at (844) 499-2713, Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, Goldman Sachs & Co. LLC toll-free at (866) 471-2526 or Morgan Stanley & Co. LLC toll-free at (866) 718-1649.