Filed Pursuant to Rule 433
Registration No. 333-175538
January 28, 2014
BB&T Corporation
Pricing Term Sheet
Medium-Term Notes, Series C (Senior)
$650,000,000
2.25% Senior Notes due 2019
| Issuer |
BB&T Corporation |
| Security |
2.25% Senior Notes due February 1, 2019 |
| Ratings |
A2 (Moody’s) / A- (S&P) / A+ (Fitch) / AH (DBRS) |
| Currency |
USD |
| Size |
$650,000,000 |
| Security Type |
SEC Registered Medium-Term Notes, Series C (Senior) |
| Maturity |
February 1, 2019 |
| Coupon |
2.25% |
| Payment Frequency |
Semi-Annually |
| Day Count Convention |
30/360 |
| Redemption Date |
January 2, 2019 |
| Redemption Terms |
Redeemable in whole or in part on or after the Redemption Date at 100% of the principal amount of the Senior Notes (par), plus accrued and unpaid interest thereon to 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 |
1.500% US Treasury due December 31, 2018 |
| Spread to Benchmark Treasury |
+78 bps |
| Benchmark Treasury Spot and Yield |
99-23+; 1.556% |
| Price to Public |
99.597% of face amount |
| Yield to Maturity |
2.336% |
| Proceeds (Before Expenses) to Issuer |
$646,405,500 (99.447%) |
| Interest Payment Dates |
February 1 and August 1 of each year, commencing August 1, 2014 |
| Trade Date |
January 28, 2014 |
| Settlement Date |
February 4, 2014 (T+5) |
| Denominations |
$2,000 x $1,000 |
| CUSIP / ISIN |
05531FAQ6 / US05531FAQ63 |
| Joint Bookrunners |
Barclays Capital Inc. BB&T Capital Markets, a division of BB&T Securities, LLC Deutsche Bank Securities 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.
We expect that delivery of the notes will be made against payment therefor on or about the settlement date specified above, which will be the fifth business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet or the following business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof or the following business day should consult their own advisor.
The issuer has filed a registration statement (including a pricing supplement, a prospectus supplement and a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read those documents and the 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 pricing supplement, the prospectus supplement and the prospectus if you request them by calling Barclays Capital Inc. toll-free at 888-603-5847, BB&T Capital Markets, a division of BB&T Securities, LLC at 804-787-8221 or Deutsche Bank Securities Inc. toll-free at 1-800-503-4611.