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

Date of Report (Date of earliest event reported) October 3, 2012

SunTrust Banks, Inc.

(Exact name of registrant as specified in its charter)

 

Georgia   001-08918   58-1575035

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

303 Peachtree St., N.E., Atlanta, Georgia   30308
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (404) 588-7711

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ 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 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

The following Exhibits are incorporated by reference into the Registration Statement on Form S-3ASR (333-183516) of SunTrust Banks, Inc. as exhibits thereto and are filed as part of this Current Report.

 

8.1    Tax Opinion of King & Spalding LLP.
10.1    Amendment No. 1 to Master Agency Agreement, dated October 3, 2012.

SIGNATURE

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 thereunto duly authorized.

 

    SUNTRUST BANKS, INC.

Date: October 3, 2012

    By:         /s/ David A. Wisniewski
      David A. Wisniewski
      Senior Vice President and Deputy General Counsel

Exhibit 8.1

 

LOGO

  

King & Spalding LLP

1l80 Peachtree Street N.E.

Atlanta, Georgia 30309-3521

Phone: 404/ 572-4600

Fax:     404/572-5100

www.kslaw.com

October 3, 2012

SunTrust Banks, Inc.

303 Peachtree Street, NE

Atlanta, Georgia 30308

Ladies and Gentlemen:

We have acted as counsel to SunTrust Banks, Inc., a Georgia corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a Prospectus Supplement dated October 3, 2012 (the “Prospectus Supplement”) relating to the registration of the Company’s Global Medium-Term Notes, Series A (the “Medium-Term Notes”), as supplemented by the Contingent Coupon Note Product Supplement No. CCN-1 dated October 3, 2012 (the “CCN Product Supplement”) relating to the registration of the Company’s contingent coupon notes (the “Contingent Coupon Notes”) and the Market Participation Note Product Supplement No. MP-1 dated October 3, 2012 (the “MP Product Supplement”) relating to the registration of the Company’s Market Participation Notes (the “Market Participation Notes”).

In rendering the opinion set forth below, we have reviewed such matters of law and examined and relied upon original, certified, conformed or photographic copies of such other documents, records, agreements and certificates as we have deemed relevant and necessary as a basis for such opinion. In connection with such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.

Our opinion set forth below is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, administrative pronouncements, and judicial precedents, all as of the date hereof. The foregoing authorities may be repealed, revoked or modified, and any such change may have retroactive effect.

Based on the foregoing, and subject to the qualifications, limitations and assumptions set forth in the Prospectus Supplement, the CCN Product Supplement and the MP Product Supplement, as applicable, we are of the opinion that the statements set forth in the Prospectus Supplement under the caption “United States Federal Taxation,” in the CCN Product Supplement

SunTrust Banks, Inc.

October 3, 2012

Page  2

 

under the caption “Certain U.S. Federal Income Tax Considerations,” and in the MP Product Supplement under the caption “Certain U.S. Federal Income Tax Considerations,” to the extent such statements summarize U.S. federal income tax consequences of the purchase, beneficial ownership and disposition of the Medium-Term Notes, in the case of the Prospectus Supplement, the Contingent Coupon Notes, in the case of the CCN Product Supplement, and the Market Participation Notes, in the case of the MP Product Supplement, are accurate in all material respects.

We express no opinion herein concerning any law other than the federal income tax law of the United States. Moreover, we note that our opinion is not binding on the Internal Revenue Service or courts, any of which could take a contrary position.

We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Current Report on Form 8-K filed on the date hereof, and to the use of our name under the caption “United States Federal Taxation” in the Prospectus Supplement.

Sincerely,

/s/ King & Spalding LLP

King & Spalding LLP

Exhibit 10.1

AMENDMENT NO. 1 TO MASTER AGENCY AGREEMENT

AMENDMENT No. 1 dated as of October 3, 2012 (“Amendment No. 1”) to the Master Agency Agreement dated September 13, 2010 among SunTrust Banks, Inc. (the “Company”) and SunTrust Robinson Humphrey, Inc. (the “Agent”).

WITNESSETH:

WHEREAS, the Company and the Agent are parties to a Master Agency Agreement dated as of September 13, 2010 (the “Master Agency Agreement”) in connection with the issue and sale from time to time by the Company of its Global Medium-Term Notes, Series A (the “Notes”). The Notes have been, and will be, issued from time to time pursuant to the provisions of an indenture dated as of September 10, 2007, between the Company and U.S. Bank National Association, as trustee.

WHEREAS, the parties desire to amend the Master Agency Agreement as provided herein.

WHEREAS, the entry into this Amendment No. 1 to the Master Agency Agreement by the parties hereto is in all respects authorized by the provisions of the Master Agency Agreement.

NOW, THEREFORE, the parties hereto agree, as follows:

A RTICLE 1

A MENDMENTS

Section 1.01. Amendment to Section 1 . Section 1 of the Master Agency Agreement is hereby amended by replacing the first sentence thereof with the following sentence:

“SunTrust Banks, Inc., a Georgia corporation (the “ Company ”), confirms its agreement with each of you (individually an “ Agent ” and collectively the “ Agents ”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below (or any additional or replacement registration statement or registration statements) of its Global Medium-Term Notes, Series A, (the “ Notes ” and, together with any other securities that may be offered by post-effective amendment to the Registration Statement, the “ Program Securities ”)”

Section 1.02. Amendment to Section 7(a) . Paragraph (a) of Section 7 of the Master Agency Agreement is hereby amended by adding the following sentence immediately after the last sentence:

“For purposes of this paragraph, the term “Registration Statement” shall be deemed to mean the registration statement under which such Program Securities are being offered, which may be the Registration Statement referred to in Section 2(a) or any additional or replacement registration statement relating to the Program Securities referred to in Section 5(b).”

Section 1.03. Addition of Section 7(l) . Section 7 of the Master Agency Agreement is hereby amended by adding the following paragraph after paragraph (k) of Section 7:

“(l) Except with respect to paragraph (a) above, for purposes of the documents required to be delivered pursuant to this section, the term “Registration Statement” shall be deemed to refer to the Registration Statement referred to in Section 2(a), together with any additional or replacement registration statement relating to the Program Securities referred to in Section 5(b).”

A RTICLE 2

M ISCELLANEOUS P ROVISIONS

Section 2.01. Other Terms of Master Agency Agreement . Except insofar as herein otherwise expressly provided, all provisions, terms and conditions of the Master Agency Agreement are in all respects ratified and confirmed and shall remain in full force and effect.

Section 2.02. Definitions; Governing Law; Counterparts . Except as otherwise expressly provided herein, all terms used herein which are defined in the Master Agency Agreement and not defined herein shall have the meaning set forth in the Master Agency Agreement.

This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of New York. This Amendment No. 1 may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed by their respective authorized officers as of the day and year first above written.

 

SUNTRUST ROBINSON HUMPHREY, INC.
By:   /s/ Neil Davies
  Name: Neil Davies
  Title:

 

SUNTRUST BANKS, INC.
By:   /s/ Timothy J. Schmidt
  Name: Timothy J. Schmidt
  Title:

[Signature Page to Amendment No. 1 to Master Agency Agreement]