Edward D. Herlihy, Richard K. Kim, and Matthew M. Guest are partners at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell publication by Messrs. Herlihy, Kim, Guest, and Patricia A. Robinson.
The approval by the Federal Reserve and the FDIC of BB&T Corporation’s merger of equals with SunTrust Banks, Inc. is a landmark in the post-crisis regulatory environment. Notably, the transaction was unanimously approved by the boards of both agencies at a time when the Democratic appointees have been known to vote against pro-industry measures. Measured by deal value at announcement, the BB&T/SunTrust merger is the largest U.S. bank merger since that of JPMorgan Chase and Bank One in 2004. The approval paves the way for the companies to merge on December 6th and become Truist Financial Corporation.
In many respects, the transaction is closer to a true merger of equals than those before it and was made possible by the strategic vision and leadership of the CEOs and the remarkable compatibility of the two organizations’ cultures, business lines and management. Early in the negotiations, the companies agreed on an even board and executive management split, a new headquarters city and even a new name. On completion of the merger, Truist will be the sixth largest U.S. commercial bank with more than 2900 branches in 17 states.
