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STI > SEC Filings for STI > Form 8-K on 1-Jul-2009All Recent SEC Filings

Show all filings for SUNTRUST BANKS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SUNTRUST BANKS INC


1-Jul-2009

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

SunTrust Banks, Inc. (the "Company") has entered into the following documentation amending the terms and conditions of the governing documents of the Delaware trust subsidiaries of the Company set forth below (collectively, the "Amendments").

Name of Trust           Amended Document                                  Effective Date
SunTrust Preferred      Amendment No. 1 to Amended and Restated
Capital I               Declaration of Trust of SunTrust Preferred
                        Capital I, among the Company, as Sponsor, and
                        the Administrative Trustees named therein          June 25, 2009

                        Amended and Restated Stock Purchase Contract
                        Agreement between the Company and SunTrust
                        Preferred Capital I, acting through U.S. Bank
                        National Association, as Property Trustee          June 26, 2009

                        Amended and Restated Collateral Agreement among
                        the Company, The Bank of New York Mellon Trust
                        Company, N.A., as Collateral Agent, Custodial
                        Agent, Securities Intermediary and Securities
                        Registrar, and SunTrust Preferred Capital I,
                        acting through U.S. Bank National Association,
                        as Property Trustee                                June 26, 2009

SunTrust Capital I      Amendment No. 1 to Amended and Restated
                        Declaration of Trust of SunTrust Capital I,
                        among the Company, as Sponsor, and the Regular
                        Trustees named therein                             June 25, 2009

SunTrust Capital III    Amendment No. 1 to Amended and Restated
                        Declaration of Trust of SunTrust Capital III,
                        among the Company, as Sponsor, and the Regular
                        Trustees therein                                   June 25, 2009

SunTrust Capital VIII   Amended and Restated Declaration of Trust of
                        SunTrust Capital VIII, among the Company, as
                        Sponsor, U.S. Bank National Association, as
                        Property Trustee, U.S. Bank Trust National
                        Association, as Delaware Trustee, and the
                        Administrative Trustees named therein              June 29, 2009

The Amendments are intended to facilitate the retirement of certain hybrid and trust preferred securities accepted by the Company in connection with its offer to purchase (as amended from time to time, the "Tender Offer") up to $750,000,000 aggregate liquidation


preference or amount of the following securities: (i) Depositary Shares, liquidation preference $25 per share, each representing a 1/4,000th interest in a share of Perpetual Preferred Stock, Series A, of the Company; (ii) SunTrust Preferred Capital I 5.853% Fixed-to-Floating Rate Normal PPS, liquidation amount $1,000 per security; (iii) SunTrust Capital VIII 6.100% Trust Preferred Securities, liquidation amount $1,000 per security; (iv) SunTrust Capital I Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security; and (v) SunTrust Capital III Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security. The Amendments are filed as Exhibits 99.1 through 99.6, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description of the Amendments is qualified in its entirety by reference to Exhibits 99.1 through 99.6.

The Tender Offer expired at 11:59 p.m. on June 26, 2009 and SunTrust announced the final results of the Tender Offer by press release on June 29, 2009.

The Tender Offer was made pursuant to the terms and conditions of an Offer to Purchase, dated June 1, 2009, included as Exhibit (a)(1)(A) to the Company's Schedule TO filed the Securities and Exchange Commission (the "SEC") on June 1, 2009, as supplemented by the Supplement to Offer to Purchase, dated June 15, 2009, included as Exhibit (a)(1)(D) to the Company's Amendment to Schedule TO filed with the SEC on June 15, 2009, and an amended related letter of transmittal included as

Exhibit (a)(i)(E) to the Company's Schedule TO filed with the SEC on June 15, 2009.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1   Amendment No. 1 to Amended and Restated Declaration of Trust of SunTrust
       Preferred Capital I, dated as of June 25, 2009, among SunTrust Banks, Inc.,
       as Sponsor and Holder of all of the Common Securities, and the
       Administrative Trustees named therein.

99.2   Amended and Restated Stock Purchase Contract Agreement, dated as of June 26,
       2009, between the Company and SunTrust Preferred Capital I, acting through
       U.S. Bank National Association, as Property Trustee.

99.3   Amended and Restated Collateral Agreement, dated as of June 26, 2009, among
       the Company, The Bank of New York Mellon Trust Company, N.A., as Collateral
       Agent, Custodial Agent, Securities Intermediary and Securities Registrar,
       and SunTrust Preferred Capital I, acting through U.S. Bank National
       Association, as Property Trustee.

99.4   Amendment No. 1 to Amended and Restated Declaration of Trust of SunTrust
       Capital I, dated as of June 25, 2009, among SunTrust Banks, Inc., as
       Sponsor, and the Regular Trustees named therein.

99.5   Amendment No. 1 to Amended and Restated Declaration of Trust of SunTrust
       Capital III, dated as of June 25, 2009, among SunTrust Banks, Inc., as
       Sponsor, and the Regular Trustees named therein.


--------------------------------------------------------------------------------
99.6   Amended and Restated Declaration of Trust of SunTrust Capital VIII, a
       Delaware statutory trust, dated as of June 29, 2009, among the Sponsor, U.S.
       Bank National Association, as Property Trustee, U.S. Bank Trust National
       Association, as Delaware Trustee, and the Administrative Trustees named
       therein.


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