SunTrust Banks, Inc. Announces Consent Solicitation for the Holders of its 6% Subordinated Notes due 2026

ATLANTA, Sept. 12, 2011 /PRNewswire/ -- SunTrust Banks, Inc. (NYSE: STI) announced today that it has commenced a consent solicitation (the "Consent Solicitation") from holders of record at 5:00 p.m., New York City time, on September 9, 2011, of its 6% Subordinated Notes due 2026 (the "Notes") to terminate each of four replacement capital covenants (collectively, the "Replacement Capital Covenants") executed by the Company in connection with various hybrid securities offerings (the "Hybrid Securities").  The proposed termination of the Replacement Capital Covenants requires, among other conditions, the instruction to consent (the "Consent") of the holders of at least a majority in aggregate principal amount of the Notes outstanding.  The complete terms and conditions of the Consent Solicitation are as set forth in SunTrust's Consent Solicitation Statement dated September 12, 2011, and the related Letter of Consent (together, the "Solicitation Documents"), to be distributed to holders of the Notes for their consideration. Holders are urged to read the Solicitation Documents carefully.

Under the terms of the Replacement Capital Covenants, SunTrust may only repurchase, redeem or repay the Hybrid Securities if a specific portion of the funds used are proceeds of the sale of equity or certain equity-like securities and if such sale took place within a specified time period prior to such repurchase, redemption or repayment.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on Friday, September 23, 2011, unless extended or earlier terminated by SunTrust (the "Expiration Time").  If SunTrust receives the valid Consents of holders of at least a majority in aggregate principal amount of the Notes outstanding (the "Requisite Consents"), holders who validly deliver their Consent by the Expiration Time in the manner described in the Solicitation Documents will be eligible to receive a consent fee of 1.0% of the principal amount of Notes as to which such Consent was validly delivered.  Consents that have been delivered on or prior to the date on which the Requisite Consents have been obtained (the "Consent Date") may be revoked on or prior to the Consent Date but not thereafter.  Consents that have been delivered after the Consent Date may not be revoked at any time.  

If the proposed termination of the Replacement Capital Covenants is approved, the termination will be binding on all holders of the Notes, including those that did not deliver their Consent, and only holders validly delivering their Consent will receive the consent fee.

Copies of the Solicitation Documents may be obtained by holders of the Notes from the Information and Tabulation Agent for the Consent Solicitation, Global Bondholder Services Corporation, at (866) 470-3800.

Citigroup Global Markets Inc. and SunTrust Robinson Humphrey, Inc. are the Solicitation Agents for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) and to SunTrust Robinson Humphrey, Inc. at (404) 926-5051.

None of SunTrust, the Information and Tabulation Agent, the Solicitation Agents or any of their respective affiliates makes any recommendation as to whether holders of the Notes should deliver their Consent to the proposed termination of the Replacement Capital Covenants pursuant to the Consent Solicitation, and no one has been authorized by any of them to make such a recommendation.  Each holder of the Notes must make its own decision as to whether to give its Consent.

THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A SOLICITATION OF CONSENTS.

THE CONSENT SOLICITATION IS BEING MADE ONLY PURSUANT TO THE SOLICITATION DOCUMENTS THAT THE INFORMATION AND TABULATION AGENT WILL DISTRIBUTE TO HOLDERS OF THE NOTES. HOLDERS OF THE NOTES SHOULD READ CAREFULLY THE SOLICITATION DOCUMENTS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE CONSENT SOLICITATION, BECAUSE THOSE DOCUMENTS CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.

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 June 30, 2011, SunTrust had total assets of $172.2 billion and total deposits of $124.9 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 clients 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 investment banking services. SunTrust's Internet address is suntrust.com.

SOURCE SunTrust Banks, Inc.