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BB&T megamerger with SunTrust gets board support from the start

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BB&T megamerger with SunTrust gets board support from the start

The mega-deal between Winston-Salem, N.C.-based BB&T Corp. and Atlanta-based SunTrust Banks Inc. had support from the two companies' boards since their chief executives first discussed a potential merger in November 2018.

In December 2018, BB&T CEO Kelly King and SunTrust CEO William Rogers Jr. met to discuss the merger, with both chief executives agreeing that the combined company should be split 50/50, in order to maximize the strengths of each company.

That same month, SunTrust tapped Sullivan & Cromwell LLP as its legal adviser and Goldman Sachs as its financial adviser. In January, BB&T hired RBC Capital Markets as its financial adviser and Wachtell Lipton Rosen & Katz as its legal counsel.

In early January, representatives from both companies recommended exchange ratios of between 1.28 and 1.31 shares of BB&T common stock for each SunTrust common share.

On Jan. 21, the potential exchange ratio was determined at 1.295 shares of BB&T common stock for each share of SunTrust common stock. During the next couple of days, the companies also discussed other terms of the deal, including executive leadership, governance and employee matters, as well as the potential name and headquarters of the combined company.

Following further reviews and discussions about the term deals, the merger agreement was executed and announced on Feb. 7.