GREENSBORO — BB&T Corp.’s $29.7 billion purchase of SunTrust Banks Inc. received near unanimous approval Tuesday from both banks’ shareholders.
About 98% of 694.1 million outstanding shares cast at BB&T’s special shareholder meeting approved merging the two banks into a financial institution valued at $65.9 billion. There were 579.42 million shares voted for, 6.51 million against and 105.39 million broker non-votes.
About 90.6% of all outstanding BB&T shares were represented in the vote.
Shareholders voted at almost the same level — 96% — to approve making Truist Financial Corp. the corporate name of the combined bank. That broke down to 662.07 million in favor and 26.85 million against. There were no broker non-votes on the name change.
Meanwhile, SunTrust reported 98.9% of its shares cast were voted in favor of the merger.
As a result, the banks have cleared two of the three main regulatory hurdles toward closing their megadeal in late September to early October.
The banks gained approval from the N.C. Commissioner of Banks on July 10. They await reviews from the Federal Reserve and Federal Deposit Insurance Corp.
The combined bank would have its headquarters in Charlotte, with its community-banking division based in Winston-Salem and its wholesale-banking division in Atlanta. It would have a presence in 17 states, stretching from Pennsylvania and New Jersey to Texas, but foremost in the Southeast.
It would be the banking industry’s largest deal since the Great Recession of 2008-11. It could take another 12 to 24 months to integrate the operating systems, including branch networks.
However, depending on the level of congressional and federal regulatory scrutiny about whether Truist falls into the too-big-too-fail category, approval might not be until early 2020, analysts say.
The banks did not provide an update on branding plans.
“We’re very pleased BB&T shareholders have overwhelmingly supported both the merger of equals with SunTrust and the new Truist name,” said Kelly King, BB&T’s chairman and chief executive. “This is an important milestone as we move toward our goal of creating a bold, transformative organization that benefits our shareholders, associates, clients and communities.”
If the merger is allowed to go through, King would be the combined bank’s chairman and chief executive through Sept. 12, 2021 — his 73rd birthday. King then would become executive chairman for six months before stepping down from that role on March 12, 2022.
William Rogers Sr., SunTrust’s chairman and chief executive, would succeed King as both CEO and chairman when King retires.
After Tuesday’s shareholder meeting, BB&T’s board of directors declared a quarterly common stock cash dividend of 45 cents a share, up 4½ cents. The dividend is payable Sept. 3, to shareholders registered as of Aug. 14.
Before the shareholder vote was tallied, King provided more insight into why he thinks combining BB&T and SunTrust makes sense.
“Both companies are doing fine in every economic factor,” he said. “But the world is changing at blinding speed ... following a paradigm shift of about 10 years ago.”
For decades, banks felt their best way to compete was through direct contract with customers in the branch.
“Now, technology has moved from the back office to the front room,” King said. To gain a high level of customer trust, customer touch and technology must work together, he said.
“That’s why we’re doing this merger,” King said. “We’re not large enough alone” at $225 billion in BB&T total assets and $217 billion in SunTrust total assets to compete with the four, $2 trillion national banks — JPMorgan Chase & Co., Bank of America Corp., Citigroup and Wells Fargo & Co.
Even at $442 billion in total assets, Truist still would be less than 25% of the asset size of the national banks. King said Truist would have about 3% of the national asset totals.
Bank of America and Wells Fargo are entrenched competitors with BB&T and SunTrust in the Southeast, while JPMorgan is opening branches in the Triangle.
King said about 40% of Generation X to millennials are customers of one of the four national banks, which “are spending billions of dollars telling everyone they have all the technology bank customers need.”
“For many, that perception is their reality,” King said. “We need (the technological) scale to go toe-to-toe in our markets, and this merger will give us that.”
The merger represents the “ultimate rollout” of the “disrupt or die/disrupt and thrive” philosophy that has become a BB&T mantra for the past two years, King said.
The initiative has focused on pouring resources into the bank’s digital platform and information-technology network, downsizing the brick-and-mortar branch footprint, increasing spending on the community-bank unit, and relying on organic growth and flat expenses.
The bank has been investing much of the cost savings into its digital platform “U by BB&T” and embracing artificial intelligence and financial algorithms.
The combined bank would have an innovation and technology center as part of its Charlotte headquarters presence “to drive digital transformation.” Plans call for the combined bank to spend at least $100 million on the digital initiative.
“Our best path forward is to align with a partner that values a purpose-driven approach, sound risk management and leading technology,” Rogers said Tuesday.
Track record cited
BB&T shareholder Larry Kingsley was a board member of Southern National Corp. of Winston-Salem when it was sold in 1995 to BB&T, then based in Wilson, in a $2.2 billion seminal merger of equals.
Kingsley said BB&T and SunTrust’s similar socio-economic cultures and overwhelming success with banks purchased gives him confidence in the planned Truist.
“There is room for a bank the size of what Truist will become to compete with the national banks,” Kingsley said. “If they continue to provide the same level of quality services and continue to make the same positive impacts into their communities, I believe they will be very competitive in their markets.”