SunTrust Accelerates Capital Plan Implementation; Executing on 'Clear Path' to Meet...

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Mon Jun 1, 2009 7:15am EDT

SunTrust Accelerates Capital Plan Implementation; Executing on 'Clear Path' to
Meet SCAP Target

Company Announces Simultaneous $1.4 Billion Common Stock Offering and Cash
Tender for $1 Billion of Existing Preferred and Hybrid Securities

ATLANTA, June 1 /PRNewswire-FirstCall/ -- SunTrust Banks, Inc. (NYSE: STI)
announced today that it has commenced a public offering of $1.4 billion of its
common shares (the "Equity Offering"), as well as an offer to purchase up to
$1 billion liquidation preference or amount of certain of its currently
outstanding preferred and hybrid securities (the "Tender Offer") for cash
using proceeds from the Equity Offering.  Proceeds from the Equity Offering
and after-tax gains from the Tender Offer will qualify as Tier1 common
capital.

The Equity Offering and Tender Offer represent an acceleration of the
Company's previously announced capital plan framework to increase the common
equity component of SunTrust's Tier 1 capital by $2.2 billion as indicated by
the Federal Reserve's Supervisory Capital Assessment Program ("SCAP").  Upon
completion of the Equity Offering, Tender Offer and previously announced
internal actions, the Company expects to have fully satisfied its obligation
under the SCAP.  The components of the Company's capital plan include:

    --  the completion of approximately $260 million of the Company's
        previously announced $1.25 billion "at the market" common
        stock offering,
    --  the sale of selected securities that the Company expects may generate
        approximately $300 million of Tier 1 common equity,
    --  the Equity Offering, which is expected to raise approximately $1.4
        billion, and


    --  the Tender Offer, which is expected to generate approximately $250
        million of additional Tier 1 common equity upon completion.



"Today's announcement underscores that we are on a clear path to achieve our
previously announced capital objectives as we intensify our focus on the
future," said James M. Wells III, SunTrust Chairman and Chief Executive
Officer.  In addition, Mr. Wells noted that completion of the Company's
capital-related initiatives will enhance SunTrust's ability to repay, upon
regulatory approval and at the appropriate time, Preferred Stock obtained
through participation in the U.S. Treasury's Capital Purchase Plan.

The Equity Offering
The shares will be offered pursuant to a supplement to a prospectus to be
filed as part of an existing shelf registration statement with the Securities
and Exchange Commission ("SEC") on Form S-3.  SunTrust intends to grant the
underwriters a 30 day option to purchase up to an additional 15 percent of the
shares offered.  Morgan Stanley, Sandler O'Neill + Partners, L.P., SunTrust
Robinson Humphrey, Inc. and Goldman, Sachs & Co. will serve as joint
bookrunning managers for the offering.

The Company has suspended the previously announced sale of up to $1.25 billion
of common stock through an "at the market" equity offering and expects to
terminate it upon the successful completion of the Equity Offering.

The Tender Offer
The securities eligible to participate in the tender include SunTrust's
Depositary Shares each representing a 1/4,000th interest in a share of Series
A Perpetual Preferred Stock, SunTrust Preferred Capital I 5.853% Normal PPS,
SunTrust Capital VIII 6.10% Trust Preferred, SunTrust Capital I Floating Rate
Trust Preferred, Series A, and SunTrust Capital III Floating Rate Trust
Preferred Securities, Series A.  For each Depositary Share ($25 per share
liquidation preference) or $1,000 liquidation amount of the other eligible
securities accepted in the tender, SunTrust will pay the applicable Cash
Tender Price set forth in the table below.  SunTrust will retire a maximum of
$1 billion in aggregate liquidation preference or amount of securities under
the Tender Offer. If more than $1 billion aggregate liquidation preference or
amount of securities are tendered, then SunTrust will accept for payment a
portion of the securities which are tendered, based on the Acceptance Priority
Levels set forth below and on applicable proration procedures.




                                                                        Cash
                                                                       Tender
                                                                   Price (per
                                                                   Depositary
                                                                     Share or
                                                         Aggregate     $1,000
                                                        Liquidation    Liqui-
                                                         Preference    dation
                                                         or Amount     Amount
                                             Acceptance Outstanding  of other
                                      CUSIP  Priority       ($         secur-
    Tendered Security                 Number   Level     millions)   ities(1))

    Depositary Shares ($25 per share
     liquidation preference), each
     representing a 1/4,000th interest
     in a share of Series A Perpetual
     Preferred Stock                 867914509    1        $500      $17.50
    SunTrust Preferred Capital I
     5.853% Normal PPS               86800XAA6    1        $500        $700
    SunTrust Capital VIII 6.10% Trust
     Preferred Securities            86800YAA4    2      $1,000        $700
    SunTrust Capital I Floating Rate
     Trust Preferred Securities,
     Series A                        86787XAA3    3        $350        $650
    SunTrust Capital III Floating Rate
     Trust Preferred Securities,
     Series A                        86788LAA8    3        $250        $650


    (1) Liquidation Amount for the Series A is $25




In connection with the Tender Offer, SunTrust is also soliciting from the
holders of the Preferred Capital I Normal PPS consents to certain amendments
to the related trust documents in order to allow the retirement of those
securities tendered in the Tender Offer.

The consent solicitation will expire at 5:00 p.m.New York City time on June
17, 2009, and the Tender Offer will expire at 11:59 p.m.New York City time on
June 26, 2009, in each case unless otherwise extended or terminated early. 
The Solicitation Agents for the consent solicitation are Goldman, Sachs & Co.,
Sandler O'Neill + Partners, L.P. and SunTrust Robinson Humphrey, Inc.  The
Dealer Managers for the Tender Offer are Goldman, Sachs & Co. (Sole Arranger
and Lead Manager), Sandler O'Neill + Partners, L.P. and SunTrust Robinson
Humphrey, Inc.

The Tender Offer will be made pursuant to an Offer to Purchase and related
letter of transmittal, copies of which will be available without charge from
the Information Agent for the Tender Offer, D.F. King & Co., who may be
reached toll-free at (800) 735-3107, and banks and brokers can call collect at
(212) 269-5550.  The Offer to Purchase and other related documents will be
filed with the SEC on Schedule TO and may be obtained without charge at the
SEC's internet site (http://www.sec.gov).  SunTrust's obligation to purchase
the eligible securities in the Tender Offer is subject to a number of
conditions that must be satisfied or waived by SunTrust, including, among
others, that no change or changes have occurred or are threatened that, in
SunTrust's reasonable judgment, would materially and adversely affect SunTrust
and its subsidiaries or the contemplated benefits of the Tender Offer to
SunTrust.  Further, SunTrust's obligation to purchase SunTrust Preferred
Capital I Normal PPS is conditioned upon SunTrust having received, pursuant to
the consent solicitation which it is undertaking, the affirmative consent of
the holders of a majority in liquidation amount of the outstanding SunTrust
Preferred Capital I Normal PPS to certain amendments to the related trust
documents that will allow SunTrust to retire the SunTrust Preferred Capital I
Normal PPS tendered in the Tender Offer.  SunTrust's obligation to purchase
eligible securities in the Tender Offer is not subject to any minimum tender
condition.  Holders of the eligible securities are urged to read the Offer to
Purchase and related letter of transmittal which include important information
about the tender offer.

SunTrust has filed a registration statement with the SEC in connection with
the Equity Offering described in this communication.  Before you invest in the
Equity Offering, you should read the registration statement and other
documents SunTrust has filed with the SEC for more complete information about
SunTrust and this transaction.  You may obtain these documents without charge
on the SEC's internet site (http://www.sec.gov).  Alternatively, the
prospectus and prospectus supplement may be obtained upon request by
contacting SunTrust Investor Relations, at (404) 813-0053; Morgan Stanley at
(866) 718-1649 or by e-mail at prospectus@morganstanley.com; Sandler O'Neill +
Partners, L.P., 919 Third Avenue, 6th Floor, New York, NY 10022, Attention:
Syndicate Department, telephone: (866) 805-4128; SunTrust Robinson Humphrey,
Inc., at (404) 926-5463 or by e-mail at prospectus@rhco.com; or Goldman, Sachs
& Co., Attention: Prospectus Department, 85 Broad Street, New York, NY 10004,
telephone: (212)902-1171 or (866) 471-2526, fax: (212) 902-9316, email:
Prospectus-ny@ny.email.gs.com.

SunTrust also intends to file a proxy statement and form of letter of consent
with the SEC for the consent solicitation described in this communication for
SunTrust Capital I, the issuer of the SunTrust Preferred Capital I Normal PPS.
  Before holders of Normal PPS consent, they should read the consent
solicitation statement and letter of consent in that proxy statement and other
documents SunTrust and SunTrust Capital I file with the SEC for more complete
information about the consent solicitation.  You may obtain these documents
without charge on the SEC's internet site (http://www.sec.gov). 
Alternatively, SunTrust will arrange to send you the definitive consent
solicitation materials and the tender offer statement if you request it by
contacting the Dealer Manager and the Solicitation Agent or the Information
Agent at the respective telephone numbers listed below.


    Lead Dealer Manager and Solicitation Agent     Information Agent
    Goldman, Sachs & Co.                           D.F. King & Co., Inc.
    Credit Liability Management Group              48 Wall Street, 22nd Floor
    One New York Plaza, 48th Floor                  New York, NY  10005
    New York, NY  10004                            (212) 269-5550
    (877) 686-5059                                 (800) 735-3107
    (212) 902-5183



SunTrust and its directors and executive officers, the administrative trustees
of SunTrust Preferred Capital I and other persons may be deemed to be
participants in the consent solicitation in respect of the proposed amendments
to the amended and restated declaration of trust of SunTrust Preferred Capital
I.  Information regarding SunTrust's directors and executive officers is
available in its proxy statement for its 2009 annual meeting of shareholders,
which was filed with the SEC on March 6, 2009.  Other information regarding
the participants in the consent solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be contained
in the proxy statement to be filed with the SEC by SunTrust for SunTrust
Preferred Capital I for the consent solicitation when it becomes available.

SunTrust Banks, Inc., headquartered in Atlanta, is one of the nation's largest
banking organizations, serving a broad range of consumer, commercial,
corporate and institutional clients. As of March 31, 2009, SunTrust had total
assets of $179.1 billion and total deposits of $119.0 billion. The Company
operates an extensive branch and ATM network throughout the high-growth
Southeast and Mid-Atlantic States and a full array of technology-based,
24-hour delivery channels. The Company also serves customers in selected
markets nationally. Its primary businesses include deposit, credit, trust and
investment services. Through various subsidiaries the Company provides
mortgage banking, insurance, brokerage, investment management, equipment
leasing and capital markets services.


Important Cautionary Statement About Forward-Looking Statements 
This news release may contain forward-looking statements. Statements regarding
our expectations with respect to the Equity Offering and Tender Offer, our
expectations with respect to our capital plan, the components and size
thereof, and our ability to implement our capital plan are forward-looking
statements. Also, any statement that does not describe historical or current
facts, including statements about beliefs and expectations, is a
forward-looking statement. These statements often include the words
"believes," "expects," "anticipates," "estimates," "intends," "plans,"
"targets," "initiatives," "potentially," "probably," "projects," "outlook" or
similar expressions or future conditional verbs such as "may," "will,"
"should," "would," and "could." Such statements are based upon the current
beliefs and expectations of management and on information currently available
to management. Such statements speak as of the date hereof, and we do not
assume any obligation to update the statements made herein or to update the
reasons why actual results could differ from those contained in such
statements in light of new information or future events.

Forward-looking statements are subject to significant risks and uncertainties.
Investors are cautioned against placing undue reliance on such statements.
Actual results may differ materially from those set forth in the
forward-looking statements. Factors that could cause actual results to differ
materially from those described in the forward-looking statements include the
following: changes in market interest rates or capital markets could adversely
affect our revenue and expense, the value of assets and obligations, and the
availability and cost of capital or liquidity; our stock price can be volatile
and current levels of market volatility are unprecedented, and these could
impede our ability to increase our Tier 1 Common Equity; the fiscal and
monetary policies of the federal government and its agencies could have a
material adverse effect on our earnings; regulation by federal and state
agencies could adversely affect our business, revenue, and profit margins;
recently declining values of residential real estate, increases in
unemployment, and the related effects on local economics may increase our
credit losses, which would negatively affect our financial results;
deteriorating credit quality, particularly in real estate loans, has adversely
impacted us and may continue to adversely impact us; and any reduction in our
credit rating could increase the cost of our funding from the capital markets.
Additional factors can be found at Item 1A of our annual report on Form 10-K,
at Part II Item 1A of our quarterly reports on Form 10-Q, and in our current
reports on Form 8-K, each filed with the SEC and available at the SEC's
internet site (http://www.sec.gov).




SOURCE  SunTrust Banks, Inc.

Media, Barry Koling, +1-404-230-5268, Investors, Steve Shriner,
+1-404-827-6714, both for SunTrust Banks, Inc.
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