BB&T CORP (Form: 8-K, Received: 09/15/2016 08:47:50)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

Form 8-K

Current Report

______________

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

September 14, 2016

Date of Report (Date of earliest event reported)

BB&T Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 1-10853

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North Carolina	56-0939887
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)



200 West Second Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip Code)

(336) 733-2000

(Registrant's telephone number, including area code)

______________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.02	Termination of a Material Definitive Agreement
On September 15, 2016, BB&T Corporation issued a press release announcing that its subsidiary, Branch Banking and Trust Company ("Branch Bank”), entered into an early termination agreement with the Federal Deposit Insurance Corporation (“the FDIC”) that terminates Branch Bank’s loss share agreements with the FDIC. Branch Bank will make a payment of approximately $230 million to the FDIC as consideration for the early termination of the loss share agreements. These loss share agreements were entered into by Branch Bank with the FDIC in 2009 in connection with Branch Bank’s acquisition of certain assets and liabilities of Colonial Bank from the FDIC. All rights and obligations of Branch Bank and the FDIC under the loss share agreements have been eliminated under the termination agreement. The press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference. The foregoing description of the termination agreement does not purport to be complete and is qualified in its entirety by reference to the termination agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

ITEM 9.01	Financial Statements and Exhibits
Exhibit No .	Description of Exhibit
10.1	Termination agreement among Federal Deposit Insurance Corporation, receiver of Colonial Bank, Federal Deposit Insurance Corporation and Branch Banking & Trust Company dated as of September 14, 2016.
99.1	Press release dated September 15, 2016.

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	BB&T CORPORATION
	(Registrant)

	By: /s/ Cynthia B. Powell

	Cynthia B. Powell
	Executive Vice President and Corporate Controller
	(Principal Accounting Officer)

Date: September 15, 2016

TERMINATION AGREEMENT

AMONG

FEDERAL DEPOSIT INSURANCE CORPORATION,

RECEIVER OF COLONIAL BANK

MONTGOMERY, ALABAMA

FEDERAL DEPOSIT INSURANCE CORPORATION

and

BRANCH BANKING & TRUST COMPANY

DATED AS OF

SEPTEMBER 14, 2016

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT ( the “Agreement”), is made and entered into as of the fourteenth day of September, 2016, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, as RECEIVER OF COLONAL BANK, MONTGOMERY, ALABAMA (the “Receiver”), BRANCH BANKING & TRUST COMPANY, organized under the laws of the State of North Carolina and having its principal place of business in Winston-Salem, North Carolina (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION , organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”). The Receiver, the Corporation and the Assuming Institution may each be referred to herein as a “Party” or collectively as the “Parties”.

RECITALS

A. The Receiver, the Assuming Institution and the Corporation entered into a Purchase and Assumption Agreement dated as of August 14, 2009 (the “P&A Agreement”) with respect to certain assets and liabilities of Colonial Bank (the “Failed Bank”). The Parties also entered into an Addendum to the P&A Agreement dated as of August 14, 2009 (the “Addendum”).

. B. The Receiver, the Assuming Institution and the Corporation desire to terminate the Single Family Shared-Loss Agreement, Exhibit 4.15A of the P&A Agreement (the “SFSLA”), the Commercial Shared-Loss Agreement, Exhibit 4.15 B of the P&A Agreement (the “CSLA”) and the Addendum.

NOW, THEREFORE , in consideration of the mutual promises herein set forth and other valuable consideration, the parties hereto agree as follows:

ARTICLE I

CLOSING

Except as noted below in Section 2.1 and subject to the satisfaction, or waiver in writing of the conditions precedent set forth in Article III, the transactions contemplated by this Agreement shall be consummated at a closing (the “Closing”) to be held in person or by electronic means, as the Receiver shall direct, on September 14, 2016, or such earlier or later date, or in such other manner, as the parties hereto may agree in writing (the “Closing Date”).

ARTICLE II

PAYMENTS AND TERMINATION

2.1 Payment of Termination Amount . Within two Business Days after the Closing Date, subject to the satisfaction or waiver in writing of the conditions precedent set forth herein,

the Assuming Institution shall pay or cause to be paid to the Receiver by wire transfer in immediately available funds, Two Hundred Thirty Million, Two Hundred Eighty Eight Thousand, Nine Hundred Sixty One Dollars ($230,288,961) (the “Termination Amount”). The Assuming Institution and the Receiver hereby acknowledge that the amount of shared-loss claims filed by the Assuming Institution but not yet paid by the Receiver were accounted for in the calculation of the Termination Amount.

2.2 Termination of the SFSLA and the CSLA . Upon the occurrence of the Closing and subsequent payment of the Termination Amount all rights and obligations of the parties to make and receive payments pursuant to the SFSLA and the CSLA and all rights and obligations of the parties thereto, shall terminate effective as of the Closing Date.

2.3 . Termination of the Addendum . Upon the occurrence of the Closing all rights and obligations of the Parties to make and receive payments pursuant to the Addendum and all rights and obligations of the Parties thereto, shall terminate effective as of the Closing Date.

2.4 Legal Action; Utilization of Special Receivership Powers . As of the Closing Date, t he Assuming Institution’s right, under Article III of the SFSLA and Article III of the CSLA, to request to utilize any special legal power or right which the Assuming Institution derived as a result of having acquired an asset from the Receiver shall terminate; provided, however, any prior requests to utilize such special powers or rights that were granted by the Receiver shall not be affected hereby, and the Assuming Institution may continue to use such special legal rights or powers in the litigation in which the permission to use those special legal powers or rights was given. Notwithstanding the foregoing, the Assuming Institution shall continue to have all rights and remedies available to it under applicable state and federal laws, which shall not be limited or altered by this Agreement.

ARTICLE III

CONDITIONS PRECEDENT

The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before the Closing Date evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party, with respect to this Agreement and the transactions contemplated hereby, and any agreements, documents, matters or proceedings contemplated hereby or thereby.

ARTICLE IV

MISCELLANEOUS

4.1 No Third Party Beneficiary . Nothing expressed or referred to in this Agreement is intended or shall be construed to give any Person other than the Receiver, the Corporation and the Assuming Institution (and their respective successors and assigns) any legal or equitable right, remedy or claim under or with respect to this Agreement or any provisions contained herein, it being the intention of the parties hereto that this Agreement, the obligations and statements of responsibilities hereunder, and all other conditions and provisions hereof are for the sole and exclusive benefit of the Receiver, the Corporation and the Assuming Institution and that there be no other third party beneficiaries.

4.2 Rights Cumulative . Except as otherwise expressly provided herein, the rights of each of the parties under this Agreement are cumulative, may be exercised as often as any party considers appropriate and are in addition to each such party’s rights under this Agreement, any of the agreements related thereto or under applicable law. Any failure to exercise or any delay in exercising any of such rights, or any partial or defective exercise of such rights, shall not operate as a waiver or variation of that or any other such right, unless expressly otherwise provided.

4.3 Entire Agreement . This Agreement embodies the entire agreement of the parties hereto in relation to the subject matter herein and supersedes all prior understandings or agreements, oral or written, between the parties.

4.4 Counterparts .

(a) This Agreement may be executed in any number of counterparts and by the duly authorized representative of a different party hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.

(b) Each counterpart of this Agreement will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No signatory to this Agreement may raise the use of a facsimile machine or other electronic means to deliver an executed document or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation or enforceability of a contract and each party hereto forever waives any such defense.

4.5 GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA, AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW, IN

ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK WAS LOCATED.

4.6 Successors . All terms and conditions of this Agreement shall be binding on the successors and assigns of the Receiver, the Corporation and the Assuming Institution.

4.7 Modification . No amendment or other modification, rescission or release of any part of this Agreement shall be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties hereto.

4.8 Manner of Payment . All payments due under this Agreement shall be in lawful money of the United States of America in immediately available funds as each party hereto may specify to the other parties; provided that in the event the Receiver or the Corporation is obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment may be made by check.

4.9 Waiver . Each of the Receiver, the Corporation and the Assuming Institution may waive its respective rights, powers or privileges under this Agreement; provided that such waiver shall be in writing; and further provided that no failure or delay on the part of the Receiver, the Corporation or the Assuming Institution to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege by the Receiver, the Corporation, or the Assuming Institution under this Agreement, nor will any such waiver operate or be construed as a future waiver of such right, power or privilege under this Agreement.

4.10 Severability . If any provision of this Agreement is declared invalid or unenforceable, then, to the extent possible, all of the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

4.11 Survival of Covenants . The covenants, representations, and warranties in this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated hereunder.

4.12 Capitalized Terms . Capitalized terms not otherwise defined herein shall have the meanings given such terms in the P&A Agreement, the SFSLA or the CSLA, as applicable.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties have caused this Agreement to be duly executed by themselves or their respective officers, as the case may be, as of the day and year first above written.

FEDERAL DEPOSIT INSURANCE CORPORATION,

RECEIVER OF COLONIAL BANK

BY: /s/ Robert Stoner

NAME: Robert Stoner

TITLE: Manager, Strategic Programs

Attest:

_/s/ Philip Mangano

FEDERAL DEPOSIT INSURANCE CORPORATION

BY: /s/ Philip Mangano

NAME: Philip Mangano

TITLE: Deputy Director, AMM

Attest:

/s/ Robert Stoner

BRANCH BANKING & TRUST COMPANY

BY: /s/ Brent Hicks

NAME: Brent Hicks

TITLE: SVP - Risk Executive

Attest:

/s/ Regina Lisa Gause

Sept. 15, 2016

FOR IMMEDIATE RELEASE



Contacts:
ANALYSTS		MEDIA
Alan Greer	Tamera Gjesdal	Brian Davis
Executive Vice President	Senior Vice President	Vice President
Investor Relations	Investor Relations	Corporate Communications
(336) 733-3021	( 336) 733-3058	Media@BBT.com
AGreer@BBandT.com	TGjesdal@BBandT.com

BB&T announces early termination of FDIC loss share agreements

WINSTON-SALEM, N.C. – BB&T Corporation (BB&T) announced today that its subsidiary, Branch Banking and Trust Company (Branch Bank) has entered into an agreement with the Federal Deposit Insurance Corporation (FDIC) that terminates the loss share agreements between Branch Bank and the FDIC. The loss share agreements were entered into during 2009 in connection with the acquisition of selected assets and liabilities of Colonial Bank in an FDIC-assisted transaction.

BB&T’s Chairman and Chief Executive Officer Kelly S. King said, “We’ve enjoyed a successful partnership with the FDIC. The transaction significantly strengthened BB&T’s franchise in important markets and benefitted the communities, clients and associates of Colonial Bank, as well as BB&T’s shareholders.” Under the terms of the agreement, Branch Bank will make a cash payment of $230 million and the FDIC will no longer share in future benefits related to these assets.

“The acquisition of Colonial was a tremendously successful transaction and has far outperformed our initial expectations,” said BB&T’s Chief Financial Officer Daryl N. Bible. “The early termination of these agreements is beneficial for both BB&T and the FDIC, including the reduction of costs and accounting, reporting complexity and increased future earnings.”

The early termination eliminates all assets and liabilities associated with the indemnification by the FDIC, which amounted to a net liability of approximately $210 million at June 30. As a result of the settlement, BB&T will recognize pre-tax expense of approximately $20 million this quarter. There will be a positive impact to future earnings related to the elimination of FDIC amortization expense, which totaled $124 million for the six months ended June 30, 2016. BB&T retains ownership of the related loans, securities and other assets. The accounting for the related assets, including yields, is not affected by the termination of the loss share agreement. As of June 30, BB&T reported $1.7 billion of assets acquired from the FDIC, of which $482 million of loans and $22 million of other assets were still subject to loss sharing provisions. The termination also eliminates the gain-sharing provision on $943 million of securities. The bank will recognize all future recoveries, losses and expenses related to the previously covered assets since the FDIC will no longer share in those amounts.

About BB&T

BB&T is one of the largest financial services holding companies in the U.S. with approximately $221.9 billion in assets and market capitalization of approximately $29.0 billion, as of June 30, 2016. Based in Winston-Salem, N.C., the company operates 2,249 financial centers in 15 states and Washington, D.C., and offers a full range of consumer and commercial banking, securities brokerage, asset management, mortgage and insurance products and services. A Fortune 500 company, BB&T is recognized consistently for outstanding client satisfaction by the U.S. Small Business Administration, Greenwich Associates, and others. BB&T also has been named one of the World’s Strongest Banks by Bloomberg Markets Magazine , one of the top three in the U.S. and in the top 15 globally. More information about BB&T and its full line of products and services is available at BBT.com .

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