SunTrust 2012 Annual Report Download - page 44

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Unregistered Sales Of Equity Securities And Use Of Proceeds
SunTrust did not repurchase any shares of its common stock, Series A Preferred Stock Depositary Shares, Series B Preferred
Stock Depositary Shares, Series E Preferred Stock Depositary Shares, or warrants to purchase common stock during the year
ended December 31, 2012. At December 31, 2012, the Company had authority from its Board to repurchase all of the 13.9
million outstanding stock purchase warrants (although any such repurchase would be subject to the prior approval of the
Federal Reserve), and there was no unused Board authority to repurchase any shares of common stock, Series A Preferred
Stock Depositary Shares, Series B Preferred Stock Depositary Shares, or the Series E Preferred Stock Depositary Shares.
On September 12, 2006, SunTrust issued and registered under Section 12(b) of the Exchange Act, 20 million Depositary
Shares, each representing a 1/4,000th interest in a share of Perpetual Preferred Stock, Series A. In 2011, the Series A Preferred
Stock became redeemable at the Company’s option at a redemption price equal to $100,000 per share, plus any declared and
unpaid dividends.
On August 14, 2007, the Board authorized the Company to repurchase up to 30 million shares of common stock and specified
that such authorization replaced (terminated) existing unused authorizations. This authorization was terminated in 2011. The
Company was also authorized to repurchase up to $250 million face amount of various tranches of its hybrid capital securities,
including its Series A Preferred Stock. This authority was also terminated in 2011.
On March 30, 2011, the Company repurchased $3.5 billion of Fixed Rate Cumulative Preferred Stock, Series C, and $1.4
billion of Fixed Rate Cumulative Preferred Stock, Series D, that was issued to the U.S. Treasury under the CPP. Warrants to
purchase common stock issued to the U.S. Treasury in connection with the issuance of Series C and D preferred stock remained
outstanding. The Board authorized the Company to repurchase all of the remaining outstanding warrants to purchase our
common stock that were issued to the U.S. Treasury in connection with its investment in SunTrust Banks, Inc. under the CPP.
On September 28, 2011, the Company purchased and retired 4 million warrants to purchase SunTrust common stock in
connection with the U.S. Treasury's resale, via a public secondary offering of the warrants that the Treasury held. At December
31, 2012, 13.9 million warrants remained outstanding.
On December 15, 2011, SunTrust issued 1,025 shares of Perpetual Preferred Stock, Series B, no par value and $100,000
liquidation preference per share (the "Series B Preferred Stock") to SunTrust Preferred Capital I. The Series B Preferred Stock
by its terms is redeemable by the Company at $100,000 per share plus any declared and unpaid dividends.
On December 13, 2012, SunTrust issued depositary shares representing ownership interest in 4,500 shares of Perpetual
Preferred Stock, Series E, no par value and $100,000 liquidation preference per share (the "Series E Preferred Stock"). The
Series E Preferred Stock by its terms is redeemable by the Company at $100,000 per share plus any declared and unpaid
dividends.