1 JOINT PUBLIC MEETING HELD BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND THE FEDERAL DEPOSIT INSURANCE CORPORATION RE: PROPOSED MERGER OF BB&T CORPORATION, WINSTON-SALEM, NORTH CAROLINA, WITH SUNTRUST BANKS, INCORPORATED, ATLANTA, GEORGIA MAY 3, 2019 FEDERAL RESERVE BANK OF ATLANTA 1000 PEACHTREE STREET NE ATLANTA, GEORGIA 30309 8:30 A.M. REPORTED BY: DEBRA MONTGOMERY, CCR, CVR RELIABLE REPORTING, LLC __________________________________________________________ 2 1 P-R-O-C-E-E-D-I-N-G-S 2 MS. KILLIAN: Thank you. I am pleased to welcome you 3 to this important public meeting on the application by 4 BB&T Corporation to acquire SunTrust Banks, Inc. and 5 SunTrust Bank. I am Suzanne Killian, senior associate 6 director of the Federal Reserve Board's Division of 7 Consumer and Community Affairs in Washington, D.C. 8 I will serve as one of the two presiding officers for 9 this public meeting. My colleague, Jim Watkins, of the 10 Federal Deposit Insurance Corporation will serve as the 11 other presiding officer and he will introduce himself in a 12 moment. Let me introduce our other panelists: 13 For the Federal Reserve we have Cynthia Goodwin, vice 14 president, supervision regulation and credit, Federal 15 Reserve Bank of Atlanta. 16 For the FDIC, we have Michael Dean, regional director 17 of the Atlanta Region. 18 We are also joined today by Patrick Brennan, director 19 of banks supervision of North Carolina office of the 20 commissioner of banks. 21 And, Kevin Hagler, the commissioner of the department 22 of banking and finance for Georgia. 23 When our agencies considered the applications related 24 to this proposed merger, we look at the number of factors 25 under the Bank Holding Company Act, which governs the 3 1 application filed with the Federal Reserve, and the Bank 2 Merger Act, which governs the merger application being 3 processed by the FDIC. 4 These factors include the convenience and needs of 5 the communities affected by the proposal. In doing so we 6 particularly look at the record of performance of the 7 parties under the Community Reinvestment Act. The CRA 8 requires the Federal Reserve and the FDIC to take into 9 account an institution’s record of helping to meet the 10 credit needs of its entire community. 11 The financial condition and future prospects of the 12 combined organization, the managerial resources of the 13 combined organization including the competence, experience 14 and integrity of the officers, directors and principal 15 shareholders of the applicant and their record of 16 compliance with laws and regulations. 17 The competitive impact of the proposal, the financial 18 stability impact of the proposal, and the effectiveness of 19 the institutions involved in the transaction in combating 20 money laundering activities. The purpose of today’s 21 public meeting is to receive information regarding these 22 factors, as well as, any other factual issues related to 23 the BB&T SunTrust applications. 24 We are here today to listen to you. We are very 25 pleased that members of the public have been willing to 4 1 come and present their views at this public meeting, and 2 we look forward to your testimony today. At this time 3 I’ll turn the mic over to Jim. 4 MR. WATKINS: Thank you, Suzanne. As Suzanne 5 mentioned I am Jim Watkins, and I’m a senior deputy 6 director for supervisory exams at the FDIC. I will serve 7 as co-presiding officer for this meeting. Let me make a 8 few remarks about the meeting’s procedures. 9 The meeting today will be an informal public meeting. 10 This is a forum for members of the public to provide 11 comments on the pending applications. Members of the 12 agency panel up here with me may ask clarifying questions 13 of those who are presenting, but we are here primarily to 14 listen to you and your comments. 15 The panel generally will not be answering questions 16 on the proposal, and it does not exercise any final 17 decision-making authority related to the application. 18 This is not a formal administrative hearing, and is not 19 governed by the Administrative Procedure Act, the Federal 20 Rules of Evidence, the Federal Rules of Civil Procedure, 21 the Boards Rules of Practice for Hearings, or the FDIC’s 22 Rules of Practice and Procedure. 23 Because we have so many presenters, we will endeavor 24 to stick closely to the schedule, so that everyone who has 25 asked to offer remarks will be able to do so. We are 5 1 going to ask that the presenters today to be mindful of 2 the needs of others, and to help us stay on schedule. 3 Each panel consists of four to six presenters, and each 4 presenter will have four minutes to give their 5 presentation. 6 The panels of speakers will be expected to keep 7 within their allotted time frames. When it is your turn 8 to speak, please state your name, and if applicable, what 9 organization you are representing. In accordance with the 10 agenda that has been distributed Panels 1, 4, 8, and 13 11 have designated start times as displayed on the agenda. 12 All other panels will commence shortly after the 13 conclusion of the preceding panel. Approximately 20 14 minutes before your panel begins, please check in with the 15 speakers table where representatives from the agencies 16 will direct you to a reserved section for upcoming 17 speakers. 18 During your testimony you will notice a clock 19 directly in front of us. It will show how much time you 20 have left to provide your comments. Please conclude your 21 remarks before your time elapses. In addition, we are 22 mindful that there may be some individuals here today who 23 were unable to sign up to testify in advance of today’s 24 meeting. To the extent possible, we want to give them a 25 chance to speak as well. 6 1 At the end of the meeting today, we will make the 2 microphone available to anyone who would like to make a 3 four minute presentation, time permitting. This open 4 session will begin shortly after the conclusion of Panel 5 14, and that will likely be around 4:00 pm. If you would 6 like to speak at the open session, please, go to the 7 registration desk to request a time slot. 8 Two more points to mention: First, presenters may 9 also submit written comments for inclusion in the public 10 record. We remind you that the public comment period is 11 scheduled to end today. You may submit your written 12 comments at the participant registration desk or you can 13 send the comments by following the instructions included 14 in the materials you received at the registration this 15 morning. 16 It is important that we get this material for the 17 record. Second, you may notice that there are screens in 18 the room displaying a video of today’s proceedings. The 19 video is to accommodate the setup of the room so that 20 everyone can see the witnesses. Today’s meeting is not 21 being video recorded or live streamed on the internet. 22 Instead, a record of the meeting will be a written 23 transcript and copies of the official transcript will be 24 made available on the Board and the FDIC’s public websites 25 within a few weeks of todays meeting. 7 1 And one final comment: If you have not already done 2 so, please, silence or turn off your cell phones. We look 3 forward to hearing your remarks and comments about the 4 applications today. With that let us begin by recognizing 5 the first panel, which includes representatives from BB&T 6 and SunTrust. Mr. Rogers, can I turn it over to you now? 7 MR. ROGERS: Thank you. Good morning. I’m 8 Bill Rogers, and it’s my privilege to serve as chairman 9 and chief executive officer of SunTrust Banks. I’d like 10 to thank the Federal Reserve and the FDIC for convening 11 this important meeting. 12 Let me share my perspective on how the SunTrust and 13 BB&T merger will be positive for our clients and for our 14 communities. I’ve been with SunTrust for 38 years, and my 15 personal commitment obviously runs very deep. I’ve led 16 the company for the past seven years as we strengthened 17 both our purpose and our performance, which I believe are 18 inextricably linked. 19 Since its founding in 1891, SunTrust has been a 20 purpose driven company, which we currently express as 21 lighting the way to financial well-being. This commitment 22 extends beyond any regulatory requirements. Fulfilling 23 our purpose is central to everything we do. We’re eager 24 to join forces with BB&T and create a new company. 25 Principally, because it’s a like-minded institution with a 8 1 compatible culture that strives to make the world a better 2 place to live. 3 BB&T and SunTrust are strong and successful companies 4 on their own, yet Kelly and I believe that great companies 5 don’t stand still. Continuing to deliver on purpose and 6 performance requires us to invest and keep pace with the 7 changing dynamics of our industry and our clients. 8 The merger of equals enable us to do that faster and 9 more effectively.