O’Melveny Represents BB&T in US$1.8 Billion Definitive Merger Agreement to Acquire National Penn


Julie Fei
O’Melveny & Myers LLP

NEW YORK--AUGUST 18, 2015 --
O’Melveny & Myers LLP represented BB&T Corporation in a definitive merger agreement to acquire National Penn Bancshares, Inc. The transaction is valued at US$1.8 billion and is subject to customary closing conditions, including regulatory approvals and approval by National Penn shareholders. The transaction is expected to close in mid-2016.

The O’Melveny team was led by partner Paul Scrivano, and included partners Chris Del Rosso and Robert Fisher, counsel Bimal Patel and Angola Russell, and associates Sarah Young, Noah Kornblith, Andy Banks, Jake Israel, Rebecca Cottrell, and Martha Todd.

About O’Melveny & Myers LLP
With approximately 700 lawyers in 15 offices worldwide, O’Melveny & Myers LLP helps industry leaders across a broad array of sectors manage the complex challenges of succeeding in the global economy. We are a values-driven law firm, guided by the principles of excellence, leadership, and citizenship. Our commitment to these values is reflected in our dedication to improving access to justice through pro bono work and championing initiatives that increase the diversity of the legal profession. For more information, please visit www.omm.com.

The following excerpted press release was issued by BB&T:

BB&T To Acquire National Penn Bancshares, Inc.

WINSTON-SALEM, N.C. and ALLENTOWN, Pa., Aug. 17, 2015 /PRNewswire/ -- BB&T Corporation (NYSE: BBT) and National Penn Bancshares, Inc. (NASDAQ: NPBC) announced today the signing of a definitive agreement under which BB&T will acquire National Penn in a cash and stock transaction for total consideration valued at approximately $1.8 billion. This acquisition will significantly expand BB&T's footprint in the Mid-Atlantic region and improve its deposit market share to #4 in Pennsylvania.

National Penn, headquartered in Allentown, Pa., has $9.6 billion in assets, $6.7 billion in deposits and 124 banking offices in Pennsylvania, New Jersey and Maryland.

"The acquisition of National Penn provides a tremendous opportunity to strengthen our franchise in Pennsylvania and continue building the scale necessary to operate efficiently and with high quality service," said BB&T Chairman and Chief Executive Officer Kelly S. King. "As the fourth largest bank in the state, we will have a significant presence in these markets. BB&T will have the breadth of market coverage combined with excellent client service levels that will allow us to grow our client base."

"National Penn is an attractive, well run company with strong management. National Penn's culture, commitment to its communities and business model are a strong fit with BB&T's," King said. "We are extremely excited to welcome our new clients and associates to BB&T. National Penn's strong reputation in these markets presents great opportunities for BB&T to leverage our proven community banking capabilities."

"I am very proud of the strong and consistent financial performance delivered by the team members of National Penn," said National Penn President and Chief Executive Officer Scott V. Fainor. "We believe partnering with a high-quality company such as BB&T will continue to benefit our shareholders, employees, customers and communities."

Fainor will be named group executive, with responsibility to oversee multiple community banking regions with deposits in excess of $30 billion in Pennsylvania and contiguous states. In addition, BB&T plans to establish a fourth community banking region for eastern Pennsylvania, headquartered in Allentown, and will name David B. Kennedy, National Penn's chief banking officer, as the president of the region.

BB&T's focus on culture, associates, clients and communities has and will continue to be a critical part of all acquisitions. BB&T plans to continue National Penn's tradition of commitment to its communities by creating a $5 million fund to support ongoing economic development in the greater Lehigh Valley and Berks County communities.

Under the terms of the agreement, which was approved by the board of directors of each company, merger consideration will be approximately $1.8 billion consisting of 70 percent BB&T common stock and 30 percent cash. National Penn stockholders can elect to receive 0.3206 of a share of BB&T common stock or $13.00 in cash for each share of National Penn common stock, subject to proration such that total consideration will consist of approximately $550 million in cash and approximately 31.6 million BB&T common shares. The merger consideration is valued at $13.00 per share based on the average closing price of BB&T over the 20 trading days ending on August 17, 2015.

BB&T expects to incur pre-tax merger and integration costs of approximately $100 million and expects to achieve annual cost savings of approximately $65 million (approximately 30 percent of National Penn's non-interest expenses). BB&T expects this acquisition to be accretive to earnings per share in the first full year excluding one-time charges and expects the transaction to exceed its IRR hurdle.

This acquisition is subject to customary closing conditions including regulatory approvals and approval by National Penn shareholders. The transaction is expected to close in mid-2016.

Deutsche Bank Securities Inc. served as financial advisor to BB&T. O'Melveny & Myers LLP served as legal counsel to BB&T in this transaction.

Sandler O'Neill & Partners, L.P. served as financial advisor to National Penn. Wachtell, Lipton, Rosen & Katz served as legal counsel to National Penn in this transaction.

About BB&T
BB&T is one of the largest financial services holding companies in the U.S. with approximately $210 billion in assets and market capitalization of approximately $31.3 billion, as of August 17, 2015. Based in Winston-Salem, N.C., the company operates 2,149 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 consistently recognized for outstanding client satisfaction by the U.S. Small Business Administration, Greenwich Associates and others. BB&T has also 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.

About National Penn
National Penn Bancshares, Inc., with approximately $9.6 billion in assets, is a bank holding company headquartered in Allentown, Pa. National Penn Bank operates 124 branch offices throughout Pennsylvania, New Jersey and Maryland.
National Penn's financial services affiliates are National Penn Wealth Management, NA, including its National Penn Investors Trust Company division; Institutional Advisors LLC; and National Penn Insurance Services Group, Inc.
National Penn Bancshares, Inc. common stock is traded on the Nasdaq Stock Market under the symbol "NPBC". Please visit National Penn's web site at NationalPennBancshares.com to see National Penn's regularly posted material information.