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BBT > SEC Filings for BBT > Form 8-K on 5-Aug-2014All Recent SEC Filings

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Form 8-K for BB&T CORP


5-Aug-2014

Other Events, Financial Statements and Exhibits


ITEM 8.01 Other Events.

On August 4, 2014, BB&T Corporation (the "Company") updated its Medium-Term Note Program (the "Medium-Term Note Program"), under which the Company may issue from time to time Medium-Term Notes, Series E (Senior) (the "Series E Notes"), and Medium-Term Notes, Series F (Subordinated) (the "Series F Notes," and together with the Series E Notes, the "Notes"). The Series E Notes will be issued pursuant to the Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of May 4, 2009 (as so amended, and as may be further amended or supplemented from time to time, the "Senior Note Indenture"), between the Company and U.S. Bank National Association, as senior note trustee, and pursuant to the Officers' Certificate and Company Order, dated August 4, 2014, with respect to, among other things, the establishment of the Series E Notes. The Series F Notes will be issued pursuant to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of December 23, 2003, by the Second Supplemental Indenture, dated as of September 24, 2004, and by the Third Supplemental Indenture, dated as of May 4, 2009 (as so amended, and as may be further amended or supplemented from time to time, the "Subordinated Note Indenture"), between the Company and U.S. Bank National Association, as subordinated note trustee, and pursuant to the Officers' Certificate and Company Order, dated August 4, 2014, with respect to, among other things, the establishment of the Series F Notes. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3, File No. 333-197375, filed July 11, 2014 (the "Registration Statement").

In connection with updating its Medium-Term Note Program, the Company entered into a Distribution Agreement, dated August 4, 2014 (the "Distribution Agreement"), with BB&T Capital Markets, a division of BB&T Securities, LLC, Deutsche Bank Securities Inc., and each of the other Agents listed on Schedule A thereto, which agreement is filed as Exhibit 1.1 hereto and pursuant to which the Notes will be sold.



ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 Exhibit
   No.                                  Description of Exhibit

   1.1            Distribution Agreement, dated August 4, 2014, between the
                  Registrant and BB&T Capital Markets, a division of BB&T Securities,
                  LLC, Deutsche Bank Securities Inc., and each of the other Agents
                  listed on Schedule A thereto.

   4.1            Officers' Certificate and Company Order, dated August 4, 2014, to
                  establish the Series E Notes (excluding exhibits thereto).

   4.2            Officers' Certificate and Company Order, dated August 4, 2014, to
                  establish the Series F Notes (excluding exhibits thereto).

   4.3            Specimen of Series E Notes.

       (a )       Series E (Senior) Form of Global Fixed Rate Note.

       (b )       Series E (Senior) Form of Global Floating Rate Note.

       (c )       Series E (Senior) Form of Global OID Zero Coupon Note.

       (d )       Series E (Senior) Form of Global OID Fixed Rate Note.

       (e )       Series E (Senior) Form of Master Global Note.

   4.4            Specimen of Series F Notes.

       (a )       Series F (Subordinated) Form of Global Fixed Rate Note.

       (b )       Series F (Subordinated) Form of Global Floating Rate Note.

       (c )       Series F (Subordinated) Form of Global OID Zero Coupon Note.

       (d )       Series F (Subordinated) Form of Global OID Fixed Rate Note.

       (e )       Series F (Subordinated) Form of Master Global Note.


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